Last checked at 1 Mar 2019 07:00
NOTICE OF RESULT OF consent solicitation
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
Heathrow Funding Limited
(incorporated with limited liability under the laws of Jersey)
(formerly BAA Funding Ltd)
(the Issuer)
RESULTS OF STID PROPOSAL
in respect of the holders (the Class A Bondholders) of the Issuer's outstanding bonds as described in the table below (together, the Class A Bonds)
No. | Description of the Class A Bonds | ISIN |
1. | GBP249,810,000 9.2% Class A Unwrapped Bonds Due 2023 | XS0383000675 |
2. | GBP199,909,000 7.075% Class A Unwrapped Bonds Due 2030 | XS0383000832 |
3. | GBP899,967 ,000 6.45% Class A Unwrapped Bonds Due 2033 | Regulation S: XS0383001053; Rule 144A: XS0383742730 |
4. | GBP749,600,000 5.225% Class A Unwrapped Bonds Due 2025 | Regulation S: XS0383002291; Rule 144A: XS0383743209 |
5. | GBP700,000,000 6.75% Fixed Rate Bonds Due 2028 | XS0471436088 |
6. | GBP460,000,000 3.334% Indexed Bonds Due 2041 | XS0471438456 |
7. | GBP750,000,000 5.875% Fixed Rate Bonds Due 2043 | XS0625276257 |
8. | USD1,000,000,000 4.875% Fixed Rate Bonds Due 2023 | Regulation S: XS0643616435; Rule 144A: US05607MAA53 |
9. | EUR50,000,000 Zero Coupon Bonds Due 2034 | XS0736965855 |
10. | EUR50,000,000 Zero Coupon Bonds Due 2034 | XS0758021967 |
11. | GBP180,000,000 1.65% Indexed Bonds Due 2024 | XS0774767924 |
12. | CAD400,000,000 4% Fixed Rate Bonds Due 2021 | CAG0753UAX32 |
13. | GBP750,000,000 4.625% Bonds Due 2048 | XS0987355855 |
14. | GBP75,000,000 1.366% Indexed Bonds Due 2034 | XS1008233907 |
15. | GBP50,000,000 1.382% Indexed Bonds Due 2041 | XS1008232925 |
16. | GBP75,000,000 1.372% Indexed Bonds Due 2051 | XS1008235514 |
17. | EUR600,000,000 1.875% Bonds Due 2024 | XS1069552393 |
18. | GBP50,000,000 4.171% Bonds Due 2036 | XS1072249128 |
19. | CAD450,000,000 3% Fixed Rate Bonds Due 2023 | CA42246QAA63 |
20. | EUR50,000,000 Zero Coupon Bonds Due 2036 | XS1078358733 |
21. | GBP100,000,000 1.238% Indexed Bonds Due 2042 | XS1088823791 |
22. | EUR750,000,000 1.5% Bonds Due 2032 | XS1186176571 |
23. | NOK1,000,000,000 2.65% Bonds Due 2029 | XS1202083819 |
24. | CAD500,000,000 3.25% Fixed Rate Bonds Due 2027 | CA42246QAB47 |
25. | CHF400,000,000 0.5% Fixed Rate Bonds due 2026 | CH0311427584 |
26. | NOK1,000,000,000 2.5% Bonds Due 2031 | XS1448391968 |
27. | GBP400,000,000 2.75% Fixed Rate Bonds Due 2051 | XS1463242583 |
28. | EUR500,000,000 1.875% Fixed Rate Bonds Due 2034 | XS1641623381 |
29. | CAD400,000,000 3.4% Fixed Rate Bonds Due 2030 | CA42246QAC20 |
30. | GBP160,000,000 0.147% Indexed Instalment Bonds Due 2060 | XS1825514067 |
31. | GBP55,000,000 2.926% Fixed Rate Bonds Due 2045 | Regulation S: XS1853428248; Rule 144A: XS1853428321 |
32. | CAD400,000,000 3.782% Fixed Rate Bonds Due 2032 | CA42246QAD03 |
33. | AUD175,000,000 4.15% Fixed Rate Bonds Due 2030 | XS1891780691 |
NOTICE IS HEREBY GIVEN to the Class A Bondholders of the outcome of voting on the STID Proposal prepared by LHR Airports Limited, and delivered to Deutsche Trustee Company Limited (the Borrower Security Trustee) on 28 January 2019 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). Deutsche Trustee Company Limited, as Bond Trustee, sought voting instructions in respect of the STID Proposal through the Notice to the Class A Bondholders published through the Clearing Systems on 28 January 2019 (the Notice).
The Borrower Security Trustee has confirmed to the Issuer (through its Secured Creditor Representative) that it has received votes in favour of the STID Proposal from more than 75 per cent. of Participating Qualifying Borrower Secured Creditors by reference to the Outstanding Principal Amount of the aggregate Voted Qualifying Debt of such Participating Qualifying Borrower Secured Creditors. As such, the STID Proposal has been approved.
In addition, the Deed of Amendment implementing the amendments contained in the STID Proposal has been executed by the relevant parties thereto and therefore the Consent Conditions have been satisfied.
Accordingly, the modifications referred to in the STID Proposal and the Notice have been implemented with effect on and from 28 February 2019 and payment of any Consent Fee by the Issuer to eligible Class A Bondholders and other creditors is expected to be on or around 8 March 2019.
In response to the approval of the STID Proposal, Sally Ding, Director of Treasury and Corporate Finance, said:
"We are delighted with and appreciate the level of engagement that our creditors have provided in support of the consent proposal. The proposal ensures that the original intent of our financing agreements is maintained as accounting standards evolve."
Capitalised terms used herein and not otherwise defined have the meaning given to them in the Notice.
This announcement is made by Heathrow Funding Limited.
For investor enquiries, please contact James Hoskins on +44 (0)7525 597567.
For further information, please contact the Solicitation Agents:
Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom (Attention: Liability Management Group, Telephone: +44 20 3134 8515, Email: eu.lm@barclays.com)
HSBC Bank plc, 8 Canada Square, Canary Wharf, London E14 5HQ, United Kingdom (Attention: Liability Management Group, Telephone: +44 20 7992 6237, Email: LM_EMEA@hsbc.com)
Lloyds Bank Corporate Markets plc, 10 Gresham Street, London EC2V 7AE, United Kingdom (Attention: Liability Management Team, Commercial Banking, Telephone: +44 20 7158 1719/1726, Email: liability.management@lloydsbanking.com)
Dated: 1 March 2019