NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
14 December 2022
GATWICK AIRPORT LIMITED
FINAL RESULTS OF TENDER OFFER
On 6 December 2022, Gatwick Airport Limited (the "Offeror") announced separate invitations to the holders of the outstanding notes detailed below (each a "Series" and together the "Notes") issued by Gatwick Funding Limited (the "Issuer") to tender a portion of such Notes for purchase by the Offeror for cash (each such invitation an "Offer" and, together, the "Offers"). The Offers were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 6 December 2022 (the "Tender Offer Memorandum"). Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. The Expiration Deadline for the Offers was 16:00 (London time) on 13 December 2022 and the Offeror announced the indicative results of the Offers earlier today.
Pricing for the Offers took place at or around 11:00 (London time) today and the Offeror announces today the final results of the Offers which are set out in the table below:
| Description of Notes | ISIN | Aggregate Principal Amount of Notes tendered | Purchase Price | Pro-ration Factor | Aggregate Principal Amount of Notes accepted for purchase | Aggregate Principal Amount of Notes outstanding following settlement |
| | | | | | | |
| The 2024 Notes | XS0733794407 | £198,942,000 | 100.600 per cent. | 75.250 per cent. | £150,002,000 | £149,998,000 |
| Description of Notes | ISIN | Aggregate Principal Amount of Notes tendered | Benchmark Reference Security Yield | Fixed Spread | Repurchase Yield | Purchase Price | Pro-ration Factor | Series Acceptance Amount | Aggregate Principal Amount of Notes outstanding following settlement |
| | | | | | | | | | |
| The 2039 Notes | XS1691441924 | £145,118,000 | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | £0 | £350,000,000 |
| The 2046 Notes | XS1502174581 | £119,910,000 | 3.812 per cent. | 165 bps | 5.537 per cent. | 61.987 per cent. | 100.000 per cent. | £119,910,000 | £180,090,000 |
| The 2048 Notes | XS1781266793 | £151,495,000 | 3.816 per cent. | 180 bps | 5.695 per cent. | 67.695 per cent. | 63.4994 per cent. | £ 96,677,000 | £203,323,000 |
| The 2049 Notes | XS2022203801 | £96,000,000 | 3.778 per cent. | 175 bps | 5.604 per cent. | 62.735 per cent. | 100.000 per cent. | £96,000,000 | £204,000,000 |
The 2024 Notes Target Acceptance Amount is £150,002,000 in aggregate principal amount of 2024 Notes and the Fixed Spread Notes Offer Cap is equal to an aggregate purchase price (excluding Accrued Interest) of £199,999,706.85 (in each case, subject as set out in the Tender Offer Memorandum).
Subject to the satisfaction or waiver of the Transaction Conditions, settlement of the purchase of Notes accepted pursuant to the Offers is expected to take place on 20 December 2022.
Notes purchased by the Offeror pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and accepted for purchase pursuant to the relevant Offers will remain outstanding.
Further Information
Any questions or requests for assistance in connection with the Offers may be directed to the Dealer Managers or the Tender and Information Agent at the following telephone number or e-mail address:
| THE DEALER MANAGERS | |
| Banco Santander, S.A. 2 Triton Square Regent's Place London NW1 3AN United Kingdom
Email: liabilitymanagement@santandercib.co.uk Attention: Liability Management | Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Tel: +44 (0) 20 7158 1726 / 1719 Email: LBCMLiabilityManagement@lloydsbanking.com Attention: Liability Management Team
|
| | |
| NatWest Markets Plc United Kingdom
Telephone: +44 (0) 20 7678 5222 Email: liabilitymanagement@natwestmarkets.com Attention: Liability Management
| |
| THE TENDER AND INFORMATION AGENT | |
| Kroll Issuer Services Limited 32 London Bridge Street London SE1 9SG United Kingdom
Telephone: + 44 (0) 20 7704 0880 Attention: Arlind Bytyqi Email: gatwick@is.kroll.com Tender Offer Website: https://deals.is.kroll.com/gatwick | |
Market Abuse Regulation
This announcement is released by the Issuer and contains information in relation to the Notes that qualified as inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("MAR"), encompassing information relating to the Bonds. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law of the United Kingdom by virtue of the EUWA, this Notice is made by Lucy Chadwick, a Director of the Issuer.
Disclaimer
Noteholders must read this announcement in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the effect of the Offers, 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.
The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and none of the Dealer Managers, the Information and Tender Agent, or any director, officer, employee, agent or affiliate of any such person, will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees or affiliates make any representation or recommendation whatsoever regarding the Offers.