TIDM79IU
RNS Number : 7506I
Gatwick Funding Limited
06 December 2022
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.
6 December 2022
GATWICK AIRPORT LIMITED LAUNCHES TER OFFER
Gatwick Airport Limited (the " Offeror ") has today launched
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 are made on the terms and subject to the conditions
set out in the Tender Offer Memorandum dated 6 December 2022 (the "
Tender Offer Memorandum ") and are subject to the offer and
distribution restrictions set out below and as described in the
Tender Offer Memorandum. Copies of the Tender Offer Memorandum are
available, subject to eligibility confirmation and registration,
from the Tender Offer Website ( https://deals.is.kroll.com/gatwick
). Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offers. Capitalised terms used and not
otherwise defined in this announcement have the meanings given to
them in the Tender Offer Memorandum.
Aggregate
Principal Purchase Amount subject
Description of Notes ISIN Amount Outstanding Price to the Offer
----------------------------------------------- --------------- -------------------- --------- -------------------
GBP300,000,000 5.25 per cent. Notes due 23 XS0733794407 GBP300,000,000 100.600 GBP150,000,000
Jan. 2026 (Scheduled Redemption Date: 23 Jan. per in aggregate
2024) cent. principal
(the "2024 Notes") amount of
2024 Notes
(subject
as set out
herein)
Aggregate
Principal Benchmark
Amount Reference Fixed Amount subject
Description of Notes ISIN Outstanding Security Spread to the Offer
-------------------------------- ------------- --------------- -------------------- --------- -------------------
GBP350,000,000 3.125 per cent. XS1691441924 GBP350,000,000 4.25% Gilt 200
Notes due 28 Sep. 2041 due 7 Sep. bps
(Scheduled Redemption Date: 28 39 (ISIN:
Sep. GB00B3KJDS62)
2039) (the "2039 Notes")
GBP300,000,000 2.625 per cent. XS1502174581 GBP300,000,000 0.875% Gilt 165
Notes due 7 Oct. 2048 due 31 Jan. bps
(Scheduled Redemption Date: 7 46 (ISIN:
Oct. 2046) GB00BNNGP775)
(the "2046 Notes")
GBP300,000,000 3.25 per cent. XS1781266793 GBP300,000,000 1.5% Gilt 180
Notes due 26 Feb. 2050 due 22 Jul. bps
(Scheduled Redemption Date: 26 47 (ISIN:
Feb. 2048) GB00BDCHBW80)
(the "2048 Notes")
GBP300,000,000 2.875 per cent. XS2022203801 GBP300,000,000 1.75% Gilt 175 The Offers
Notes due 5 Jul. 2051 due 22 Jan. bps with respect
(Scheduled Redemption Date: 5 49 (ISIN: to the Fixed
Jul. 2049) GB00BFWFPP71) Spread Notes
(the "2049 Notes" and, together are subject
with the 2039 Notes, the 2046 to an Offer
Notes and the 2048 Notes, the Cap equal
"Fixed Spread Notes") to an aggregate
purchase
price (excluding
Accrued Interest)
of up to
GBP200,000,000
(subject
as set out
herein).
The amount
accepted
for purchase
in respect
of each Series
of Fixed
Spread Notes
shall be
determined
by the Offeror
in its sole
discretion.
THE OFFERS COMMENCE ON 6 DECEMBER 2022 AND WILL EXPIRE AT 16:00
(LONDON TIME) ON 13 DECEMBER 2022 (THE "EXPIRATION DEADLINE"),
UNLESS EXTED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE
OFFEROR. TER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN
EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER
MEMORANDUM UNDER THE HEADING "AMMENT AND TERMINATION".
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and Noteholders should contact the intermediary through
which they hold their Notes as soon as possible to ensure proper
and timely delivery of instructions.
Rationale for the Offers
The Offers are being undertaken as part of the Offeror's balance
sheet management, as well as providing liquidity to holders of the
Notes.
Purchase Price
2024 Notes Purchase Price
The price payable by the Offeror in respect of the 2024 Notes
accepted for purchase (the "2024 Notes Purchase Price") is set out
in the table at the beginning of this announcement, and is
expressed as a percentage of the principal amount of the relevant
2024 Notes.
Fixed Spread Notes Purchase Price
The price payable for Fixed Spread Notes of a Series accepted
for purchase (in respect of each Series, the "Fixed Spread Notes
Purchase Price") will be calculated at or around the Pricing Time
on the Pricing Date, in accordance with the market standard
convention, by reference to the annualised sum (in respect of each
Series, the "Repurchase Yield") of the fixed spread in respect of
that Series, as specified in the table on the cover page of the
Tender Offer Memorandum (in respect of each Series of Fixed Spread
Notes, the "Fixed Spread"), and the relevant Benchmark Reference
Security Yield, expressed as a percentage and rounded to the third
decimal place (with 0.0005 being rounded upwards). Specifically,
the Fixed Spread Notes Purchase Price for each Series of Fixed
Spread Notes will equal (a) the value of all remaining payments of
principal and interest on Fixed Spread Notes of the relevant Series
up to and including the Scheduled Redemption Date for the relevant
Fixed Spread Notes, discounted to the Settlement Date at a discount
rate equal to the Repurchase Yield, minus (b) Accrued Interest.
Accrued interest
In respect of any Notes accepted for purchase, the Offeror will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from, and including, the interest payment date for
the relevant Series immediately preceding the Settlement Date up
to, but excluding, the Settlement Date, which is expected to be 20
December 2022.
Cancellation
Notes purchased by the Offeror pursuant to the Offers will be
cancelled. Notes which have not been validly tendered and accepted
for purchase pursuant to the Offers will remain outstanding after
the Settlement Date subject to their respective terms.
Amounts subject to the Offers
The Offeror proposes to accept 2024 Notes for purchase up to a
maximum aggregate principal amount of GBP150,000,000 (the "2024
Notes Target Acceptance Amount") on the terms and subject to the
conditions contained in the Tender Offer Memorandum, although the
Offeror reserves the right in its sole and absolute discretion to
purchase more or less than (or none of) the 2024 Notes Target
Acceptance Amount pursuant to the Offers.
The Offeror proposes to accept Fixed Spread Notes for purchase
up to an aggregate purchase price (excluding Accrued Interest) of
GBP200,000,000 (the "Fixed Spread Notes Offer Cap") on the terms
and subject to the conditions contained in the Tender Offer
Memorandum, although the Offeror reserves the right in its sole and
absolute discretion to purchase more or less than (or none of) the
Fixed Spread Notes Offer Cap pursuant to the Offers. The Offeror
will determine the allocation of funds between each Series of Fixed
Spread Notes in its sole and absolute discretion.
Amendment and Termination
The Offeror reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
(including, but not limited to, purchasing more or less than the
2024 Notes Target Acceptance Amount or the Fixed Spread Notes Offer
Cap) at any time following the announcement of the Offers, as
described herein under the heading "Amendment and Termination".
Details of any such extension, re-opening, withdrawal, termination,
amendment or waiver will be notified to the Noteholders as soon as
possible after such decision.
Transaction Conditions
An offer of Notes for repurchase pursuant to the relevant Offer
may only be made by the submission of a valid Tender Instruction.
The acceptance of Notes for repurchase pursuant to the Offers is
conditional on the satisfaction or waiver of the Transaction
Conditions.
Tender Instructions
Tender Instructions must be submitted in respect of a principal
amount of Notes of the relevant Series of no less than the
applicable Minimum Denomination for that Series. A separate Tender
Instruction must be submitted on behalf of each beneficial owner of
Notes and in respect of each Series due to potential scaling.
The submission of a valid Tender Instruction will be irrevocable
(except in the limited circumstances described in the Tender Offer
Memorandum).
Indicative Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Offers based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Offeror in accordance with the
terms of the Offers as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date Action
---------------------- ----------------------------------------------------------------------------------------------
6 December 2022 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News Service(s), through
the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender Offer Website.
13 December 2022 Expiration Deadline
Deadline for receipt by the Tender and Information Agent of all Tender Instructions in order
for Noteholders to be able to participate in the Offers.
16:00
(London time)
14 December 2022 Announcement of indicative results
Announcement of:
As soon as reasonably (i) the aggregate principal amount of Notes of each Series validly tendered pursuant to the
practicable Offers;
(ii) a non-binding indication of the level at which the Offeror expects to set each Series
Acceptance Amount; and
(iii) any applicable scaling.
14 December 2022 Pricing Time on the Pricing Date
Determination of the Benchmark Reference Security Yield (for the purpose of calculating the
At or around 11:00 relevant Repurchase Yield and the relevant Fixed Spread Notes Purchase Price) for each Series
(London time) of Fixed Spread Notes.
As soon as reasonably Announcement of Result of Offers
practicable after the Announcement of the Offeror's decision whether to accept valid tenders of Notes for purchase
Pricing Time on the pursuant to any or all of the Offers (including, if applicable, the Settlement Date for such
Pricing Date Offers), subject only to the satisfaction or (if applicable) waiver of the relevant
Transaction
Conditions on or prior to the Settlement Date.
Details of:
(i) the Fixed Spread Notes Purchase Price, the Repurchase Yield and the Benchmark Reference
Security Yield for Fixed Spread Notes of each Series accepted for purchase pursuant to the
relevant Offer(s), and the Settlement Date;
(ii) the final aggregate principal amount of the Notes of each Series validly tendered
pursuant
to the Offers and any applicable scaling; and
(iii) the aggregate principal amount of each Series of Notes accepted for purchase pursuant
to the Offers, the pro-ration factor, if applicable and the principal amount of Notes of each
Series that will remain outstanding after the Settlement Date subject to their respective
terms,
distributed by way of announcements on the relevant Notifying News Service(s), through the
Clearing Systems and via RNS.
20 December 2022 Settlement Date
Subject to satisfaction or waiver of the Transaction Conditions, expected Settlement Date
for the Offers. Payment of Purchase Consideration and Accrued Interest Payments in respect
of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made via RNS. Such announcements may also be made by
(i) the issue of a press release to a Notifying News Service and
(ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from
the Tender Offer Website or from the Tender and Information Agent,
the contact details for whom are on the last page of the Tender
Offer Memorandum. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are
urged to contact the Tender and Information Agent for the relevant
announcements relating to the Offers.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above.
Further Information
Any questions or requests for assistance in connection with the
Offers may be directed to the Dealer Managers at the following
telephone number or e-mail address:
THE DEALER MANAGERS
Banco Santander, S.A. Lloyds Bank Corporate Markets
2 Triton Square plc
Regent's Place 10 Gresham Street
London NW1 3AN London EC2V 7AE
United Kingdom United Kingdom
Tel: +44 (0) 20 7158 1726 /
Email: liabilitymanagement@santandercib.co.uk 1719
Attention: Liability Management Email: LBCMLiabilityManagement@lloydsbanking.com
Attention: Liability Management
Team
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 5222
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
Any questions or requests for assistance in connection with the
delivery of Tender Instructions or requests for additional copies
of the Tender Offer Memorandum or related documents, which may be
obtained free of charge, may be directed to the Tender and
Information Agent:
THE TER AND INFORMATION AGENT
Kroll Issuer Services Limited
The Shard
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 Offeror.
Disclaimer
Noteholders must read this announcement in conjunction with the
Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the contents of this
announcement and/or the Tender Offer Memorandum or the action it
should take, 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 tender such Notes pursuant
to the Offer.
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 or
any recommendation as to whether Noteholders should tender Notes in
the Offers or otherwise participate in the Offers.
Offer and Distribution Restrictions
Neither this announcement nor the electronic transmission
thereof constitutes an offer to buy or the solicitation of an offer
to sell Notes (and tenders of Notes for purchase pursuant to the
Offers will not be accepted from Noteholders) in any circumstances
in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
an Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, such Offer
shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement
and any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to a U.S. Person and the Notes cannot be tendered
in the Offers by any such use, means, instrumentality or facility
or from or within or by persons located or resident in the United
States or by any U.S. Person. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States, a U.S. Person, by any
person acting for the account or benefit of a U.S. Person, or by
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Each holder of Notes participating in an Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in such Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in
such Offer from the United States and who is not a U.S. Person. For
the purposes of this and the above paragraph, "United States" means
the United States of America, 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 of America and the District of Columbia.
United Kingdom
The communication of this announcement and any other documents
or materials relating to the Offers is not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 1deg of
the French Code monétaire et financier and defined in Article 2(e)
of Regulation (EU) 2017/1129 (as amended). Neither this
announcement nor any other documents or materials relating to the
Offers have been or shall be distributed in France other than to
qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. This announcement and any other document or material
relating to the Offers have not been and will not be submitted for
clearance to nor approved by the Autorité des marchés
financiers.
Italy
None of the Offers, this announcement or any other documents or
materials relating to the Offers have been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società
e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as an
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999 ).
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
STRTFBLTMTIMMJT
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December 06, 2022 05:10 ET (10:10 GMT)
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