TIDM10FX TIDM88BX
RNS Number : 4838V
Heathrow
13 December 2021
NOTICE OF AMENDMENTS to CERTain Borrower Loan Agreements in
respect of LIBOR Transition
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO
BONDHOLDERS
Heathrow Funding Limited
(incorporated with limited liability under the laws of
Jersey)
(formerly BAA Funding Ltd)
(the Issuer)
NOTICE IS HEREBY GIVEN pursuant to Clause 20.2 of the Bond Trust
Deed dated 18 August 2008 (as supplemented from time to time) (the
Bond Trust Deed) between the Issuer and the Bond Trustee in
accordance with Condition 17 (Notices) that the following Borrower
Loan Agreements (the Affected Borrower Loan Agreements) between the
Issuer, Heathrow Airport Limited (the Borrower) and Deutsche
Trustee Company Limited (the Borrower Security Trustee) have been
amended under a master deed of amendment dated 10 December 2021
between the Issuer, the Borrower and the Borrower Security Trustee
(the Deed of Amendment) to transition from Sterling LIBOR to
SONIA:
1. Sub-Class A-27 Borrower Loan Agreement dated 23 May 2014 in
respect of the EUR600,000,000 Sub-Class A-27 Bonds due 23 May
2024;
2. Sub-Class A-32 Borrower Loan Agreement dated 11 February 2015
in respect of the EUR750,000,000 Sub-Class A-32 Bonds due 11
February 2032;
3. Sub-Class A-33 Borrower Loan Agreement dated 1 April 2015 in
respect of the NOK 1,000,000,000 Sub-Class A-33 Bonds due 1 October
2029;
4. Sub-Class A-34 Borrower Loan Agreement dated 21 May 2015 in
respect of the CAD 500,000,000 Sub-Class A-34 Bonds due 21 May
2027;
5. Sub-Class A-35 Borrower Loan Agreement dated 17 February 2016
in respect of the CHF 400,000,000 Sub-Class A-35 Bonds due 17 May
2026;
6. Sub-Class A-36 Borrower Loan Agreement dated 7 December 2016
in respect of the NOK 1,000,000,000 Sub-Class A-36 Bonds due 7
December 2031;
7. Sub-Class A-42 Borrower Loan Agreement dated 30 August 2018
in respect of the CAD 400,000,000 Sub-Class A-42 Bonds due 4
September 2032;
8. Sub-Class A-43 Borrower Loan Agreement dated 11 October 2018
in respect of the AUD 175,000,000 Sub-Class A-43 Bonds due 11
October 2030;
9. Sub-Class A-44 Borrower Loan Agreement dated 11 March 2019 in
respect of the EUR86,000,000 Sub-Class A-44 Bonds due 11 September
2041;
10. Sub-Class A-45 Borrower Loan Agreement dated 14 March 2019
in respect of the EUR650,000,000 Sub-Class A-45 Bonds due 14 March
2036;
11. Sub-Class A-46 Borrower Loan Agreement dated 15 April 2019
in respect of the CHF 210,000,000 Sub-Class A-46 Bonds due 15
October 2028; and
12. Sub-Class A-47 Borrower Loan Agreement dated 16 December
2019 in respect of the JPY 10,000,000,000 Sub-Class A-47 Bonds due
17 December 2041.
Capitalised terms used but not defined in this notice shall have
the meaning given to them in the Master Definitions Agreement dated
18 August 2008 (as amended from time to time) between, among
others, the Security Group Agent, the Issuer, the Borrower Security
Trustee and the Bond Trustee.
Background
In 2017, the UK Financial Conduct Authority (the FCA) published
a paper examining the effectiveness of the London Interbank Offered
Rate (LIBOR) and proposing a transition to alternative reference
rates. Following consultation with the working group established by
the FCA and the Bank of England to consider sterling risk-free
reference rates (the RFR Working Group), the Sterling Overnight
Index Average (SONIA) benchmark was proposed as the RFR Working
Group's preferred risk free rate (RFR) for wholesale sterling
markets.
On 5 March 2021, the FCA announced the future cessation and loss
of representativeness of all sterling LIBOR settings immediately
after 31 December 2021. The Bank of England and the FCA have set
out clear expectations for FCA regulated firms to remove their
reliance on sterling LIBOR in all new business and in legacy
contracts and to actively transition away from sterling LIBOR.
Amendments to Affected Borrower Loan Agreements
Scheduled payments due under certain Cross Currency Hedging
Agreements and the Affected Borrower Loan Agreements are currently
linked to sterling LIBOR and as a result, such agreements must be
transitioned from sterling LIBOR to SONIA on or before 31 December
2021 to ensure that payments can continue to be made (both by and
to the Issuer and, where applicable, the Borrower) in an orderly
manner.
To transition its portfolio of Cross Currency Hedging Agreements
to SONIA, the Issuer will adhere to the ISDA 2020 IBOR Fallbacks
Protocol, published by ISDA to support the transition from LIBOR to
SONIA in the derivatives market.
Accordingly, the Deed of Amendment has been executed by the
Issuer, the Borrower (as Lender) and the Borrower Security Trustee
implementing the transition of certain Cross Currency Hedging
Agreements pursuant to the Protocol (i.e. those Cross Currency
Hedging Agreements which hedge the currency risk in respect of
issuances of Bonds which are denominated in currencies other than
sterling and referenced in the Affected Borrower Loan Agreements),
in order to make corresponding amendments to the applicable rates
of interest under the Affected Borrower Loan Agreements to ensure
that the cashflows between the Borrower and the Issuer (as Lender)
under the Affected Borrower Loan Agreements continue to be matched
with the scheduled payments between the Issuer and the Issuer Hedge
Counterparties under the relevant Cross Currency Hedging
Agreements. The Deed of Amendment will take effect from the later
of 25 January 2022 or the date on which the Issuer adheres to the
Protocol.
This announcement is made by Heathrow Funding Limited.
For investor enquiries please contact Tim Allen, Head of Debt
Investor Relations and Corporate Finance, +44 7568 604 873
Dated: 13 December 2021
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END
AGRUOSVRAOUUAAA
(END) Dow Jones Newswires
December 13, 2021 10:47 ET (15:47 GMT)
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