Heathrow6.45% S Regulatory News (88BX)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

Heathrow Funding Limited

(incorporated with limited liability under the laws of Jersey)

(formerly BAA Funding Ltd)

announces Consent Solicitationin respect of certain Bonds

28 January 2019. Heathrow Funding Limited (the Issuer) announces today that it is launching a consent solicitation process (the Consent Solicitation) in respect of the Class A bonds described in the more detailed announcement accessible via the link set out below (together the Class A Bonds).

The need for launching this Consent Solicitation arises because LHR Airports Limited (the Security Group Agent) has today delivered to Deutsche Trustee Company Limited (the Borrower Security Trustee) a STID Proposal requesting the Borrower Security Trustee to seek voting instructions in respect of the amendments contained therein from the Qualifying Borrower Secured Creditors through their Secured Creditor Representatives (the STID Proposal). The Issuer is a Qualifying Borrower Secured Creditor and has appointed Deutsche Trustee Company Limited (the Bond Trustee) as its Secured Creditor Representative in respect of the Class A Bondholders in relation to any vote on an Extraordinary Voting Matter requested pursuant to a STID Proposal.

Accordingly the Bond Trustee needs to obtain voting instructions from Class A Bondholders in respect of the amendments proposed in the STID Proposal, and so the Issuer is launching this Consent Solicitation in order to obtain such voting instructions, all as further described in the link below.

http://www.rns-pdf.londonstockexchange.com/rns/3227O_1-2019-1-28.pdf

Class A Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Class A Bonds when such intermediary would need to receive instructions from a Class A Bondholder in order for such Class A Bondholder to participate in, or (in the limited circumstances in which revocation is permitted) validly revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and any applicable Clearing System for the submission and (in the limited circumstances in which revocation is permitted) revocation of STID Voting Instructions or, in the case of the Sub-Class A-14 Bonds held through DTC, Forms of Sub-Proxy, will be earlier than the relevant deadlines above.

CAD Bondholders whose CAD Bonds are held through CDS should contact the Canadian Tabulation Agent for more information.

Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made by the Issuer by delivery of a notice to the Clearing Systems for communication to Direct Participants and by publication on the websites of the London and SIX Swiss Stock Exchanges, as applicable. Such announcements may also be made on the relevant Reuters Insider screen page and/or by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tabulation Agent or the Canadian Tabulation Agent, as the case may be, the contact details for which appear on the last page of the Consent Solicitation Memorandum. Significant delays may be experienced where notices are delivered to the relevant Clearing Systems and Class A Bondholders are urged to contact the Tabulation Agent or the Canadian Tabulation Agent, as the case may be, for the relevant announcements during the course of the Consent Solicitation. In addition, Class A Bondholders may contact any of the Solicitation Agents for information using the contact details on the last page of the Consent Solicitation Memorandum.

Class A Bondholders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on the procedures for participating in, the Consent Solicitation.

Barclays Bank PLC, HSBC Bank plc and Lloyds Bank Corporate Markets plc are acting as Solicitation Agents, Lucid Issuer Services Limited is acting as Tabulation Agent and TSX Trust Company is acting as Canadian Tabulation Agent.

Questions and requests for assistance in connection with the Consent Solicitation may be directed to the Solicitation Agents:

Questions and requests for assistance in connection with the delivery of a STID Voting Instruction or, in the case of the Sub-Class A-14 Bonds held through DTC, a Form of Sub-Proxy, may be directed to the Tabulation Agent or, in the case of the CAD Bonds, the Canadian Tabulation Agent, as the case may be:

This announcement is released by Heathrow Funding Limited and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Consent Solicitation and the Proposals described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by Sally Ding, Head of Treasury and Corporate Finance.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Class A Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the STID Proposal, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Class A Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation. None of the Issuer, the Solicitation Agents, the Tabulation Agent, the Canadian Tabulation Agent, the Bond Trustee and the Borrower Security Trustee, or the Security Group Agent expresses any opinion about the terms of the Consent Solicitation or the STID Proposal or makes any recommendation whether Class A Bondholders should participate in the Consent Solicitation.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

General

The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Class A Bondholder in any circumstances in which such participation is unlawful will not be accepted.