Redemption of Heathrow Finance 2019 Notes

Heathrow

Redemption of Heathrow Finance 2019 Notes

RNS Number : 4772R

Heathrow

28 February 2019

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

ANNOUNCEMENT OF THE APPLICABLE REDEMPTION PREMIUM FOR THE REDEMPTION OF THE HEATHROW FINANCE PLC£275,000,000 5.375% SENIOR SECURED NOTES DUE 2019

Common Code: 086435250

ISIN Number: XS0864352504

Further to the announcement on 28 January 2019 that Heathrow Finance Plc, as Issuer (the Company) intends to redeem all of the outstanding 275,000,000 5.375% Senior Secured Notes due 2019 (the Notes) on 4 March 2019 (the Redemption Date), with the redemption payment being made to Accountholders of the Notes as of 1 March 2019 (the Record Date), the Company hereby notifies you that the Applicable Redemption Premium for each Note is 1.990% and therefore the redemption price per £1,000 Note will be £1,019.90 (being 100 per cent. of the principal amount thereof plus the Applicable Redemption Premium). Accrued and unpaid interest to, but excluding, the Redemption Date as set out in the Conditions of the Notes shall be £0.45 per £1,000 Note.

Capitalised terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Trust Deed, dated as of 14 December 2012 (the Trust Deed) among the Company, Heathrow (DSH) Limited, as Parent, and Deutsche Trustee Company Limited, as Trustee,, the Notes, and the Prospectus relating to the Notes, dated 10 December 2012.

Deutsche Bank AG, London Branch is the Principal Paying Agent and has the following address:

Address: DEUTSCHE BANK AG, LONDON BRANCH Winchester House 1 Great Winchester Street

London EC2N 2DB

England

For further information, please contact

Heathrow

James Hoskins, Head of Debt Investor Relations +44 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.