Heathrow6.45% S Regulatory News (88BX)

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States of America.

Publication of Documents Incorporated by Reference

The following document, which is incorporated by reference in a supplement (the "Supplemental Prospectus") to the "Heathrow Funding Limited: Multicurrency programme for the issuance of bonds" base prospectus dated 26 June 2017 (the "Base Prospectus") (the Base Prospectus together with the Supplemental Prospectus, the "Prospectus") which has been approved by the UK Listing Authority on 28 February 2018 and published by Heathrow Funding Limited (the Issuer), is available for viewing:

· Audited annual consolidated financial statements of Heathrow (SP) Limited for the year ended 31 December 2017

Terms not defined herein shall have the meaning given to them in the Prospectus.

To view these documents, please paste the relevant URL as set out below into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/2539G_1-2018-2-28.pdf

Alternatively these documents are available electronically and free of charge at Heathrow Funding Limited's special purpose website at: https://www.heathrow.com/company/investor-centre/offering_related-documents/other-documents/heathrow-funding-limited-information

For further information please contact Christelle Lubin, Treasury Manager, on +44 (0)20 8745 0811

DISCLAIMER

Please note that the information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.

This announcement does not contain or constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan or the United States or in any jurisdiction in which such offer or solicitation is unlawful prior to registration or qualification under the relevant securities laws of any such jurisdiction and is not intended to provide the basis for any credit or other evaluation of the securities.

The Bonds may not be offered or sold in the United States or to, or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act) absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act").

Bonds issued under the Prospectus have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. The Issuer has not registered and does not intend to register as an investment company under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), in reliance on the exemption provided in section 3(c)(7) thereof. The Bonds may be offered, sold or delivered (i) outside the United States to persons who are neither "U.S. persons" as defined in Regulation S under the Securities Act ("Regulation S") (each, a "U.S. person") nor "U.S. residents" as determined for the purposes of the Investment Company Act (each, a "U.S. resident") in offshore transactions in reliance on Regulation S (the "Regulation S Bonds") and/or (ii) within the United States in reliance on Rule 144A under the Securities Act ("Rule 144A") only to persons that are both "qualified institutional buyers" (each a "QIB") within the meaning of Rule 144A and "qualified purchasers" within the meaning of section 2(a)(51) of the Investment Company Act and the rules and regulations thereunder (each a "QP") acting for their own account or for the account of another QIB that is a QP (the "Rule 144A Bonds"). Each purchaser of the Bonds in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. See "Subscription and Sale" in the Prospectus. The Bonds are subject to other restrictions on transferability and resale as set forth in "Transfer Restrictions" in the Prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission in the United States nor any other United States regulatory authority has approved or disapproved the Bonds or determined that the Prospectus is truthful or complete.

Please see "Risk Factors" to read about certain factors you should consider before buying any Bonds and "Documents Incorporated by Reference" for details of certain documents that are incorporated by reference in, and form an important part of, the Prospectus.

In addition, unless an exemption under the relevant securities laws is applicable, the Bonds may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into Australia, Canada, or Japan, or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, or Japan, or any other jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction. In addition, any relevant securities registration or other clearances under the applicable securities laws have not been and will not be made or obtained with or from the relevant authorities in Australia, Canada, Japan or any other jurisdiction except the United Kingdom.

This communication is not being distributed to or directed at persons other than persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Bonds would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 ("FSMA") by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the Bonds other than in circumstances in which section 21(1) of FSMA does not apply to us.