Bond Heathrow Airports Group 1.5% ( XS2242979719 ) in EUR

Heathrow Airports Group

99.73 % ⇌

United Kingdom

XS2242979719 ( in EUR )

1.5% per year ( payment 1 time a year)

11/10/2027

Prospectus brochure of the bond Heathrow Airport Holdings XS2242979719 en EUR 1.5%, maturity 11/10/2027

12/10/2026 ( In 301 days )

Heathrow Airport Holdings Limited, now known as Heathrow Airport Limited, is a company responsible for the ownership and operation of London Heathrow Airport, one of the busiest airports globally.

The Bond issued by Heathrow Airports Group ( United Kingdom ) , in EUR, with the ISIN code XS2242979719, pays a coupon of 1.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/10/2027

Classification: Confidential

MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Bonds
has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional
clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for
distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL AND UK INVESTORS - The Bonds
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a customer within the meaning of
Directive (EU) 2016/97 (the "IDD"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise
making them available to retail investors in the EEA and the United Kingdom has been prepared and therefore
offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the United
Kingdom may be unlawful under the PRIIPS Regulation.
Final Terms dated 8 October 2020
Heathrow Funding Limited
Issue of Sub-Class A48 750,000,000 1.500% Fixed Rate Bonds due 2027
under the Bond Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the
Prospectus dated 24 September 2020 which constitutes a base prospectus for the purposes of the Prospectus
Regulation (Regulation (EU) 2017/1129) as amended (the "Prospectus Regulation"). This document
constitutes the Final Terms of the Bonds described herein for the purposes of Article 8.2 of the Prospectus
Regulation and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of
the Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The
Prospectus is available for viewing at http://www.londonstockexchange.com/exchange/news/market-
news/market-news-home.html.

1
(i)
Issuer
Heathrow Funding Limited

(ii)
Obligors:
Heathrow Airport Limited, Heathrow (SP) Limited,
Heathrow (AH) Limited, Heathrow Express
Operating Company Limited
2
(i)
Series Number
46

(ii)
Sub-Class Number:
A-48

(iii)
Date on which the Bonds will be Not Applicable
considered and form a single series:
3
Relevant Currency or Currencies:
Euro ("")
4
Aggregate Nominal Amount of Bonds admitted
to trading:

(i)
Series:
750,000,000

(ii)
Tranche:
750,000,000

(iii)
Sub-Class:
750,000,000

5
(i)
Issue price:
99.433 per cent. of the Aggregate Nominal Amount
6
(i)
Specified Denominations:
100,000 and integral multiples of 1,000 in excess
thereof up to and including 199,000. No Bonds in
definitive form will be issued with a denomination
LON57800121/12 152686-0001

Classification: Confidential

Classification: Confidential

above 199,000.

(ii)
Calculation Amount:
1,000
7
(i)
Issue Date:
12 October 2020

(ii)
Interest
Commencement
Date
(if Issue Date
different from the Issue Date):
8
(i)
Scheduled Redemption Date:
12 October 2025

(ii)
Maturity Date:
12 October 2027
9
Instalment Date:
Not applicable
10
Interest Basis:
1.500 per cent. Fixed Rate

11
Redemption/Payment Basis:
Redemption at par
12
Change of Interest or Redemption/Payment Not applicable
Basis:
13
Put/Call Options:
Issuer Call Option (further particulars specified
below)
14
Date Board approval for issuance of Bonds 6 October 2020
obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Bond Provisions:
Applicable

(i)
Interest Rate:
1.500 per cent. per annum payable annually in arrear

(ii)
Screen Rate Determination:

- Relevant Rate:
12 month EURIBOR

- Interest Determination Date(s):
The first day of each Interest Period

- Page
Reuters page EURIBOR01

- Relevant Time:
11.00a.m. Brussels Time

ISDA Determination:

- Floating Rate Option:
Not Applicable

- Designated Maturity:
Not Applicable

- Specified Duration
Not Applicable

- Reset Date:
Not Applicable

(iii)
Step-Up Fixed Fee Rate:
4.00 per cent. per annum

(iv)
Interest Determination Date:
12 October in each year not adjusted

(v)
Interest Payment Date(s):
12 October in each year

(vi)
First Interest Payment Date:
12 October 2021

(vii)
Fixed Coupon Amount(s):
15.00 per Calculation Amount

(viii)
Broken Amount(s):
Not Applicable

(ix)
Day Count Fraction:
Actual/Actual ICMA

(x)
Reference Gilt:
Not Applicable

(xi)
Comparable German Bund Issue:
OBL 0% due 10 October 2025

Alternative Percentage amount over 0.35 per cent
the Bund Rate

(xii)
Comparable United States Treasury Not Applicable
Securities

(xiii)
Fixed Rate Bond denominated in CAD
Not Applicable

(xiv)
Fixed Rate Bonds denominated in Not Applicable
AUD

(xv)
Fixed Rate Bonds denominated in Not Applicable
NOK

(xvi)
Fixed Rate Bonds denominated in Not Applicable
SGD

(xvii)
Fixed Rate Bonds denominated in Not Applicable
HKD

(xviii)
Fixed Rate Bonds denominated in Not Applicable
SEK
16
Floating Rate Bond Provisions:
Not Applicable
17
Zero Coupon Bond Provisions:
Not Applicable
18
Indexed Bond Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION

LON57800121/12 152686-0001

Classification: Confidential

Classification: Confidential

19
Issuer Call Option:
Applicable in accordance with Condition 8(d)

(i)
Optional Redemption Date(s):
As specified in Condition 8(d)

(ii)
Optional Redemption Amount(s) and Calculated in accordance with Condition 8(d)
method, if any, of calculation of such
amount(s):

(iii)
If redeemable in part:

(iv)
Minimum Redemption Amount:
Not Applicable

(v)
Maximum Redemption Amount:
Not Applicable

(vi)
Notice period (if other than as set out
in the Conditions):
Not Applicable
20
Put Option:
Not Applicable
21
Final Redemption Amount of each Bond:
Determined in accordance with Condition 8(a) or
Condition 8(b)

In cases where the Redemption Amount is
Index-Linked or other variable-linked:
Not Applicable
22
Early Redemption Amount:

Early Redemption Amount(s) per Calculation Determined in accordance with Condition 8(d),
Amount payable on redemption for taxation Condition 8(e), Condition 8(f) or Condition 8(g), as
reasons or on event of default or other early the case may be.
redemption and/or the method of calculating the
same (if required or if different from that set out
in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE
BONDS
23
Form of Bonds:
Registered

(i) If issued in Bearer form
Not Applicable

(ii)
If Registered Bonds:
Regulation S Global Bond Certificate registered in the
name of a nominee for the common depositary for
Euroclear and Clearstream, Luxembourg
exchangeable for Individual Bond Certificates in the
circumstances described in such Regulation S Global
Bond Certificate
24
Relevant Financial Centre(s):
London
25
Talons for future Coupons or Receipts to be Not Applicable
attached to Definitive Bonds (and dates on
which such Talons mature):
26
Details relating to Instalment Bonds:
Not Applicable

LON57800121/12 152686-0001

Classification: Confidential

Classification: Confidential

Signed on behalf of the Issuer:
By:
Duly authorised

Signed on behalf of Heathrow Airport Limited:
By:
Duly authorised

Signed on behalf of Heathrow Express Operating Company Limited:
By:
Duly authorised

Signed on behalf of Heathrow (SP) Limited:
By:
Duly authorised

Signed on behalf of Heathrow (AH) Limited:
By:
Duly authorised

LON57800121/12 152686-0001

Classification: Confidential

Classification: Confidential

PART B OTHER INFORMATION
1
Listing

(i)
Listing
London

(ii)
Admission to trading:
Application is expected to be made by the Issuer
(or on its behalf) for the Bonds to be admitted to
trading on the London Stock Exchange's
regulated market and listing on the Official List of
the Financial Conduct Authority with effect from
12 October 2020.

(iii)
Estimate of total expenses related to admission £3,600
to trading:
2
Ratings
The Bonds to be issued are expected to be rated:

S&P: BBB+ (Negative)

Fitch: A- (Negative)

3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the
Bonds has an interest material to the offer.
4
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
See "Overview" in the Prospectus

5
Fixed Rate Bonds only YIELD

Indication of yield:
1.619% per annum calculated annually
6
OPERATIONAL INFORMATION
Any clearing system(s) other than DTC, Euroclear Bank
S.A./N.V. and Clearstream Banking Société Anonyme Not Applicable
and the relevant identification number(s):
Delivery:
Delivery against payment
Names and addresses of additional Paying Agent(s) (if
any):
Not Applicable
ISIN Code:
Regulation S XS2242979719
Common Code:
Regulation S 224297971
Prohibition of Sales to EEA and UK Retail Investors:
Applicable

LON57800121/12 152686-0001

Classification: Confidential