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

SEE "IMPORTANT INFORMATION" BELOW

12 November 2019

Heathrow Finance plc

Launch of £250 million senior secured notes

Heathrow Finance plc ("Heathrow Finance") announces the launch, subject to market conditions, of an offer of £250 million senior secured notes issue due 1 September 2029 (the "Notes").

The Notes will pay a fixed rate of interest and interest will be payable semi-annually in arrear from 1 March 2020. The Notes are expected to be rated Ba3 by Moody's and BB+ by Fitch. The notes will rank pari passu with all the existing indebtedness of Heathrow Finance. The Notes are expected to be issued on or around 19 November 2019.

The proceeds of the Notes will be used by the Heathrow group for general corporate purposes.

The Notes are expected to be listed on the Official List of the Financial Conduct Authority and admitted to trading on the regulated market of the London Stock Exchange.

Barclays, BNP Paribas and ING are acting as Joint Global Co-ordinators and Joint Bookrunners on this note issue and Banca IMI, BofA Securities, ICBC and National Australia Bank Limited are acting as Joint Bookrunners.

For investor enquiries please contact Sally Ding, Director of Treasury and Corporate Finance on

+44 (0)7525 825516

Important Information

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 notes 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"). In particular, the notes have not been, and will not be, registered under the Securities Act, and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly directly or indirectly within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Unless an exemption under the relevant securities laws is applicable, the notes 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. No public offering of the notes is being made in the United States. 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 notes 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 notes other than in circumstances in which section 21(1) of FSMA does not apply to us.