Heathrow Finance plc - Consent Solicitation Result

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

Heathrow Finance plc

(incorporated with limited liability under the laws of England and Wales)

(formerly BAA (SH) plc)

announces the result of its Consent Solicitationin respect of its Notes

8 July 2020. Heathrow Finance plc (the Issuer) announced separate invitations (together the Consent Solicitation) to Noteholders in respect of the £300,000,000 4.75 per cent. Senior Secured Notes due 2024 (XS1904681944) (the HFP 2024 Notes); £250,000,000 5.75 per cent. Senior Secured Notes due 2025 (XS1120937617) (the HFP 2025 Notes); £275,000,000 3.875 per cent. Senior Secured Notes due 2027 (XS1622694617) (the HFP 2027 Notes) and the £300,000,000 4.125 per cent. Senior Secured Notes due 2029 (XS2081020872) (the HFP 2029 Notes and together with the HFP 2024 Notes, the HFP 2025 Notes and the HFP 2027 Notes, the Notes and each class of the Notes, a Class) to consent to certain amendments and waivers with respect to the terms and conditions of each Class, as proposed by the Issuer (each a Proposal and together the Proposals) for approval by an Extraordinary Resolution at separate meetings (including any adjourned such meetings) of the holders of each Class (each a Meeting and together the Meetings), as described in the consent solicitation memorandum prepared by the Issuer dated 16 June 2020 (the Consent Solicitation Memorandum).

Capitalised terms used in this announcement and not defined herein have the meanings given to such terms in the Consent Solicitation Memorandum.

Results of Consent Solicitation

The Issuer hereby announces that:

(a) at the meeting in respect of the HFP 2024 Notes, the Noteholders which were present or represented at the Meeting held 88.39 per cent. of the Principal Amount Outstanding of the HFP 2024 Notes and the Extraordinary Resolution was passed by Noteholders holding 90.09 per cent. of the Principal Amount Outstanding of the HFP 2024 Notes represented at the Meeting;

(b) at the meeting in respect of the HFP 2025 Notes, the Noteholders which were present or represented at the Meeting held 86.80 per cent. of the Principal Amount Outstanding of the HFP 2025 Notes and the Extraordinary Resolution was passed by Noteholders holding 88.33 per cent. of the Principal Amount Outstanding of the HFP 2025 Notes represented at the Meeting;

(c) at the meeting in respect of the HFP 2027 Notes, the Noteholders which were present or represented at the Meeting held 92.19 per cent. of the Principal Amount Outstanding of the HFP 2027 Notes and the Extraordinary Resolution was passed by Noteholders holding 99.50 per cent. of the Principal Amount Outstanding of the HFP 2027 Notes represented at the Meeting; and

(d) at the meeting in respect of the HFP 2029 Notes, the Noteholders which were present or represented at the Meeting held 90.69 per cent. of the Principal Amount Outstanding of the HFP 2029 Notes and the Extraordinary Resolution was passed by Noteholders holding 96.04 per cent. of the Principal Amount Outstanding of the HFP 2029 Notes represented at the Meeting.

Each Supplemental Trust Deed implementing the amendments and waivers has been executed by the relevant parties thereto and the Consent Conditions in respect of each Class of Notes have been satisfied. A coupon step-up of 0.25 per cent. per annum on each Class of Notes has come into effect today and shall apply until the end of the Interest Period in which the Waiver Period End Date occurs.

Payment of any Consent Fee by the Issuer to eligible Noteholders is expected to be on or around 15 July 2020.

In response to the approval of the Extraordinary Resolutions, Sally Ding, Director of Treasury and Corporate Finance, said:

"With over 90% of Noteholders who voted across the four Notes voting in favour of the consent proposal, we are delighted with the overwhelming backing that our creditors have provided and we would like to thank them for their continued support. The proposal ensures that the business can further focus its energy on the recovery and we look forward to working with all of our stakeholders to achieve this".

For further information:

Further details on the Consent Solicitation can be obtained from:

This announcement is released by Heathrow Finance plc 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, Director of Treasury and Corporate Finance.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. 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 Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Extraordinary Resolution, 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 Notes 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 or otherwise participate at any Meeting. None of the Issuer, the Solicitation Agents, the Tabulation Agent or the Trustee expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolutions or makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at the Meeting(s) applicable to them.