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 documents, which are incorporated by reference in a prospectus which has been approved by the UK Listing Authority on 19 July 2019 and published by Heathrow Funding Limited (the Issuer) in connection with the multicurrency programme for the issuance of bonds by the Issuer (the Prospectus), are available for viewing:

·; Audited annual non-consolidated financial statements of the Issuer for the financial year ended 31 December 2016 (pages 7 - 23 inclusive)

·; Audited annual non-consolidated financial statements of the Issuer for the financial year ended 31 December 2017 (pages 7- 23 inclusive)

·; Audited annual non-consolidated financial statements of the Issuer for the financial year ended 31 December 2018 (pages 7- 20 inclusive)

·; Audited annual non-consolidated financial statements of Heathrow for the financial year ended 31 December 2016 (pages 27 - 65 inclusive)

·; Audited annual non-consolidated financial statements of Heathrow for the financial year ended 31 December 2017 (pages 28 - 65 inclusive)

·; Audited annual non-consolidated financial statements of Heathrow for the financial year ended 31 December 2018 (pages 30 - 71 inclusive)

·; Audited annual consolidated financial statements of Heathrow (SP) for the financial year ended 31 December 2016 (pages 29 - 87 inclusive)

·; Audited annual consolidated financial statements of Heathrow (SP) for the financial year ended 31 December 2017 (pages 33 - 95 inclusive)

·; Audited annual consolidated financial statements of Heathrow (SP) for the financial year ended 31 December 2018 (pages 31 - 89 inclusive)

·; Audited annual non-consolidated financial statements of Heathrow Express for the financial year ended 31 December 2016 (pages 9 - 24 inclusive)

·; Audited annual non-consolidated financial statements of Heathrow Express for the financial year ended 31 December 2017 (pages 7 - 23 inclusive)

·; Audited annual non-consolidated financial statements of Heathrow Express for the financial year ended 31 December 2018 (pages 8 - 24 inclusive)

·; Common Terms Agreement dated 18 August 2008 as amended on 28 February 2019 between, among others, the Obligors, the Issuer and the Borrower Security Trustee (all pages).

·; Security Trust and Intercreditor Deed dated 18 August 2008 as amended and restated on 9 January 2012 between, among others, the Borrower Security Trustee, the Obligors and the Bond Trustee (all pages)

·; Security Agreement dated 18 August 2008 between, among others, the Obligors and the Borrower Security Trustee (all pages)

·; Obligor Floating Charge Agreement dated 18 August 2008 between the Issuer, the Borrower Security Trustee, the Bond Trustee and the Obligors (all pages)

·; Bond Trust Deed dated 18 August 2008 as supplemented on 13 January 2012, 18 October 2013, 15 December 2014, 22 January 201, 26 June 2017 and 8 August 2018 between, among others, the Issuer and the Bond Trustee (all pages)

·; Master Definitions Agreement dated 18 August 2008 as amended on 13 January 2012 and 28 February 2019 between, among others, the Obligors, the Issuer, the Bond Trustee and the Borrower Security Trustee (all pages)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 14 July 2008 relating to the Issuer's multicurrency programme for the issuance of Bonds, as amended (pages 310 to 349 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 20 November 2009 relating to the Issuer's multicurrency programme for the issuance of Bonds, as amended (pages 82 to 120 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 18 March 2011 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 64 to 97 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 16 June 2011 relating to the Issuer's multicurrency programme for the issuance of Bonds, as amended (pages 73 to 106 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 14 June 2012 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 70 to 103 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 16 October 2013 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 69 to 107 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 16 December 2014 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 69 to 109 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 22 January 2016 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 73 to 111 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 26 June 2017 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 79 to 120 inclusive)

·; The terms and conditions of the Bonds as set out in the base prospectus dated 10 August 2018 relating to the Issuer's multicurrency programme for the issuance of Bonds (pages 81 to 125 inclusive)

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/2724G_1-2019-7-22.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/heathrow-funding-ltd 

For further information please contact James Hoskins, Head of Debt Investor Relations on +44 (0) 7525 597567.

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.