Gatwick Funding Limited
8 September 2021

Issuer: Gatwick Funding Limited
 

8 September 2021

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

Gatwick Funding Limited
(incorporated with limited liability in Jersey with registered number 107376)

announces results of its consent solicitation and the STID Proposal

On 13 August 2021, Gatwick Funding Limited (the "Issuer") announced a consent solicitation (the "Consent Solicitation") in respect of the following series of its bonds (the "Bonds"):

(i)            £300,000,000 6.125 per cent. Notes due 2 Mar. 2028 (Scheduled Redemption Date: 2 Mar. 2026) (ISIN: XS0596919299);

(ii)           £300,000,000 6.5 per cent. Notes due 2 Mar. 2043 (Scheduled Redemption Date: 2 Mar. 2041) (ISIN: XS0596919539);

(iii)          £300,000,000 5.25 per cent. Notes due 23 Jan. 2026 (Scheduled Redemption Date: 23 Jan. 2024)  (ISIN: XS0733794407);

(iv)          £300,000,000 2.500 per cent. Notes due 15 Apr. 2032                (Scheduled Redemption Date: 15 Apr. 2030) (ISIN: XS2332199830);

(v)           £300,000,000 5.75 per cent. Notes due 23 Jan. 2039 (Scheduled Redemption Date: 23 Jan. 2037) (ISIN: XS0733786130);

(vi)          £350,000,000 4.625 per cent. Notes due 27 Mar. 2036 (Scheduled Redemption Date: 27 Mar. 2034) (ISIN: XS1047788523);

(vii)         £300,000,000 2.625 per cent. Notes due 7 Oct. 2048 (Scheduled Redemption Date: 7 Oct. 2046) (ISIN: XS1502174581);

(viii)        £350,000,000 3.125 per cent. Notes due 28 Sep. 2041 (Scheduled Redemption Date: 28 Sep. 2039)  (ISIN: XS1691441924);

(ix)          £300,000,000 3.25 per cent. Notes due 26 Feb. 2050 (Scheduled Redemption Date: 26 Feb. 2048) (ISIN: XS1781266793); and

(x)           £300,000,000 2.875 per cent. Notes due 5 Jul. 2051 (Scheduled Redemption Date: 5 Jul. 2049) (ISIN: XS2022203801).

Capitalised terms used in this announcement and not defined herein have the meanings given to such terms in the solicitation memorandum dated 13 August 2021 (the "Solicitation Memorandum"), which includes the form of STID Proposal. This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Solicitation Memorandum.

Purpose of this Announcement

The purpose of this announcement is to announce that:

(a)           the STID Proposal has been approved by more than 75% of the Participating QBS Creditors by reference to the Outstanding Principal Amount of the aggregate Voted Qualifying Debt of such Participating QBS Creditors;

(b)           the Amendment Conditions have been satisfied;

(c)           the STID Proposal was implemented today; and

(d)           the Payment Date for payment of the Instruction Fee is expected to be 15 September 2021.

Approval of the STID Proposal

Of the outstanding principal amount of the creditors who were entitled to vote on the STID Proposal:

(a)           creditors holding 99.05 per cent. of the outstanding principal amount cast their votes; and

(b)           92.52 per cent. of the voted outstanding principal amount was voted in favour of the STID Proposal.

In response to the approval of the STID Proposal, Lorenzo Rebel, the Deputy Chief Financial Officer of Gatwick Airport Limited, said:

"Gatwick's financial response to COVID-19 has been strongly endorsed by its banks and bondholders, with over 92.5% of creditors in favour of Gatwick's proposal to deal proactively with the forecasted effect on its financial ratios. This included agreement from Gatwick's largest bondholders through a special committee of the Investment Association as well as full support across Gatwick's bank group. This support, together with Gatwick's prudent financial policy, decisive management actions in response to Covid and long-term shareholder support, has positioned Gatwick with the liquidity and financial flexibility to implement its recovery plans.".

Amendment Conditions

The Solicitation Memorandum provided that implementation of the STID Proposal was conditional on the Amendment Conditions:

(a)           the approval of the STID Proposal; and

(b)           the announcement by the Borrower Security Trustee of the approval of the STID Proposal; and

(c)           the delivery to the Borrower Security Trustee of a legal opinion of Clifford Chance LLP as to matters of capacity and enforceability of the amendment and waiver agreement.

The Issuer confirms that the Amendment Conditions have been satisfied as at the date of this announcement.

Implementation of the STID Proposal

The Issuer confirms that the STID Proposal has been implemented as the Obligors and the Borrower Security Trustee have executed the amendment and waiver agreement dated 8 September 2021 (in substantially the form appended to the STID Proposal).

Instruction Fees

The Issuer will pay to a holder of the Bonds who delivered a valid Electronic Voting Instruction in respect of the STID Proposal which was received by the Tabulation Agent at or prior to the Expiration Time, which had not been  validly withdrawn following the Expiration Deadline and which remained in full force and effect until the announcement of the results of the STID Proposal, the Instruction Fee equal to 0.05 per cent. of the Principal Amount Outstanding of such Bonds the subject of the relevant Electronic Voting Instruction.

The Instruction Fee is expected to be paid on 15 September 2021 via the relevant Clearing System for onward payment to the cash account of an eligible holder of the Bonds in such Clearing System. The payment of any such amounts to the relevant Clearing System will discharge the obligations of the Issuer in respect of the Instruction Fee to all such relevant Bondholder(s).

Further Information

For further information relating to the STID Proposal and the Consent Solicitation please contact:

THE SOLICITATION AGENTS

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Tel:                         +44 (0)203 134 8515

Email:                    [email protected]

Attention:              Liability Management Group

NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom

Tel:                         +44 (0) 20 7678 5222
Email:                    [email protected]
Attention:              Liability Management

THE TABULATION AGENT

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA

Tel:                         +44 207 704 0880
E-mail:                   [email protected]
Attention:              Arlind Bytyqi / Mu-yen Lo

Disclaimer

This announcement must be read in conjunction with the Solicitation Memorandum. If any Bondholder is in doubt as to the effect on it of the implementation of the STID Proposal, it is recommended to seek its own financial, legal or other advice from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, (if in the United Kingdom) or other appropriately authorised financial adviser. None of the Solicitation Agents, the Tabulation Agent, the Borrower Security Trustee or the Bond Trustee accepts any responsibility for the contents of this announcement.

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Bonds 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 Philip Iley, a Director of the Issuer.

END