TIDM10FX TIDM44BI
RNS Number : 4424T
Heathrow
14 November 2023
Not for release, publication or distribution in whole or in
part, directly or indirectly, in or into the United States of
America.
Publication of Drawdown Prospectus and Final Terms appended
thereto
The final terms ("Final Terms") for the issue of Sub-Class A-58
GBP70,000,000 6.07 per cent. Fixed Rate Wrapped Bonds due 2058 and
Sub-Class A-59 GBP70,000,000 6.07 per cent. Fixed Rate Wrapped
Bonds due 2059 (the "Bonds") by Heathrow Funding Limited (the
"Issuer") under its multicurrency programme for the issuance of
Bonds guaranteed by Assured Guaranty Municipal Corp. and Assured
Guaranty UK Limited (formerly Assured Guaranty (Europe) plc) are
available for viewing.
The Final Terms are appended to the drawdown prospectus dated 14
November 2023 (the "Drawdown Prospectus") which has been approved
by the Financial Conduct Authority and is available for
viewing:
Heathrow Funding Limited: Drawdown Prospectus in relation to a
Multicurrency Programme for the Issuance of the Bonds
The Final Terms must be read in conjunction with the base
prospectus dated 30 June 2023 and the supplement to it dated 27
October 2023, which constitute a base prospectus for the purposes
of the Prospectus Regulation (Regulation (EU) 2017/1129) as amended
(the "Prospectus Regulation") and the Drawdown Prospectus (the
"Prospectus").
Full information on the Issuer and the offer of the A-58 and
A-59 Bonds is available only by reading the respective Final Terms
and the Prospectus.
To view the full document, please paste the following URL into
the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/4424T_1-2023-11-14.pdf
Copies of the Drawdown Prospectus and the Final Terms appended
thereto have been submitted to the National Storage Mechanism and
are available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information, please contact
Heathrow
Timothy Allen, Head of Debt Investor Relations and Corporate Finance +44 (0)7568 604873
DISCLAIMER
Please note that the information contained in this announcement,
the Final Terms, or the Prospectus may be addressed to and/or
targeted at persons who are residents of particular countries
(specified in the Prospectus) only and is not intended for use and
should not be relied upon by any person outside these countries
and/or to whom the offer contained in the Prospectus is not
addressed. Prior to relying on the information contained in the
Prospectus you must ascertain from the Prospectus whether or not
you are part of the intended addressees of the information
contained therein.
Nothing in this announcement, the Final Terms or the Prospectus
constitutes an offer to sell or issue or a solicitation of an offer
to buy or subscribe for, the Bonds described in the Final Terms or
the Prospectus in any jurisdiction in which such offer or
solicitation is unlawful, and nothing in this announcement, Final
Terms or Prospectus is intended to provide the basis for any credit
or other evaluation of the Bonds. 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 any other jurisdiction except the
United Kingdom.
Unless an exemption under the relevant securities laws is
applicable, the Bonds may not be offered, sold, resold,
transferred, delivered or distributed, directly or indirectly, in
or into, or for the account or benefit of, any national, resident
or citizen of any jurisdiction if to do so would breach any
applicable law, or require registration thereof in such
jurisdiction.
In particular, no public offering of the Bonds is being made in
the United States, and securities 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 (as defined
below)) absent registration or exemption from registration under
the U.S. Securities Act of 1933, as amended (the "Securities Act").
The Bonds issued under the Prospectus have not been, and will not
be, registered under the Securities Act, or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred,
delivered or distributed, 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.
The Issuer has not registered and does not intend to register as
an investment company under the United States Investment Company
Act of 1940, as amended (the "Investment Company Act"), in reliance
on the exemption provided in section 3(c)(7) thereof. The Bonds may
be offered, sold or delivered (i) outside the United States to
persons who are neither "U.S. persons" as defined in Regulation S
under the Securities Act ("Regulation S") (each, a "U.S. person")
nor "U.S. residents" as determined for the purposes of the
Investment Company Act (each, a "U.S. resident") in offshore
transactions in reliance on Regulation S (the "Regulation S Bonds")
and/or (ii) within the United States in reliance on Rule 144A under
the Securities Act ("Rule 144A") only to persons that are both
"qualified institutional buyers" (each a "QIB") within the meaning
of Rule 144A and "qualified purchasers" within the meaning of
section 2(a)(51) of the Investment Company Act and the rules and
regulations thereunder (each a "QP") acting for their own account
or for the account of another QIB that is a QP (the "Rule 144A
Bonds"). Each purchaser of the Bonds in making its purchase will be
deemed to have made certain acknowledgements, representations and
agreements. See "Subscription and Sale" in the Prospectus. The
Bonds are subject to other restrictions on transferability and
resale as set forth in "Transfer Restrictions" in the
Prospectus.
Neither the United States Securities and Exchange Commission nor
any state securities commission in the United States nor any other
United States regulatory authority has approved or disapproved the
Bonds or determined that the Prospectus is truthful or
complete.
Please see "Risk Factors" to read about certain factors you
should consider before buying any Bonds and "Documents Incorporated
by Reference" for details of certain documents that are
incorporated by reference in, and form an important part of, the
Prospectus.
This announcement, the Final Terms and the Prospectus are 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 Bonds 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 Bonds other than in circumstances in
which section 21(1) of FSMA does not apply to us.
This announcement is not a prospectus but constitutes an
advertisement in respect of the Bonds for the purposes of the
United Kingdom Financial Conduct Authority's prospectus rules. The
Prospectus has been made available to the public in accordance with
the Prospectus Regulation and/or Part VI of FSMA. Investors should
not subscribe for any Bonds referred to herein except on the basis
of information contained in the Prospectus.
Your right to access this service is conditional upon complying
with the above requirements..
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
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END
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