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Base Document IMPORTANT NOTICE IMPORTANT : You must read the following before reading, accessing or making any other use of this prospectus (the “Prospectus”), which has been prepared by Heathrow Funding Limited and certain obligors (together, “Heathrow”). In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them, at any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE PROSPECTUS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE ISSUER HAS NOT REGISTERED AND DOES NOT INTEND TO REGISTER AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). IN ORDER TO BE ELIGIBLE TO READ THE PROSPECTUS OR MAKE AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES DESCRIBED THEREIN, YOU MUST EITHER (1) BE NEITHER A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (A “U.S. PERSON”) NOR A “U.S. RESIDENT” AS DETERMINED FOR THE PURPOSES OF THE INVESTMENT COMPANY ACT (A “U.S. RESIDENT”) OR (2) BE BOTH A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) AND A “QUALIFIED PURCHASER” WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER (A “QP”) ACTING FOR YOUR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB THAT IS A QP. WITHIN THE UNITED KINGDOM, THE PROSPECTUS MAY NOT BE PASSED ON EXCEPT TO INVESTMENT PROFESSIONALS OR OTHER PERSONS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) DOES NOT APPLY TO THE ISSUER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation : The Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to us that you are either (1) neither a U.S. Person nor a U.S. Resident or (2) both a QIB and a QP acting for your own account or for the account of another QIB that is a QP; and that you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Heathrow nor any of the dealers, nor any person who controls such person, nor any director, officer, employee or agent or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format herewith and the Prospectus as approved by the UK Listing Authority and available on the UK National Storage Mechanism. HEATHROW FUNDING LIMITED (incorporated with limited liability in Jersey with registered number 99529) Multicurrency programme for the issuance of bonds Heathrow Funding Limited (the “Issuer”) has established a multicurrency programme for the issuance of bonds (the “Programme”). Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 as amended (“FSMA”) (the “UK Listing Authority” or “UKLA”) for bonds issued under the Programme (“Bonds”) during the period of twelve months after the date hereof to be admitted to the official list of the UK Listing Authority (the “Official List”) and to trading on the Regulated Market (the “Market”) of the London Stock Exchange plc (the “London Stock Exchange”). References in this prospectus (the “Prospectus”) to Bonds being “listed” (and all related references) shall mean that such Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The Bonds may be issued, on a continuing basis, to one or more dealers appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the “relevant Dealer” shall, in the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will be procured by more than one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure subscriptions for such Bonds, as the case may be. Bonds issued under the Programme have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. 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 upon the exemption outlined in Rule 3a-5 under the Investment Company Act. 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 this Prospectus. The Bonds are subject to other restrictions on transferability and resale as set forth in “Transfer Restrictions” in this 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 this 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, this Prospectus. Prospectus dated 10 August 2018 Ratings ascribed to all of the Bonds reflect only the views of Standard & Poor’s Credit Market Services Europe Limited, a division of The McGraw-Hill Companies (“Standard & Poor’s”) and Fitch Ratings Ltd. (“Fitch” and, together with Standard & Poor’s, the “Rating Agencies”) and any further or replacement rating agency appointed by the Issuer with the approval of the Borrower Security Trustee (acting upon the instructions of the Qualifying Borrower Secured Creditors, as defined below). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any one or all of the Rating Agencies. A suspension, reduction or withdrawal of the rating assigned to any of the Bonds may adversely affect the market price of such Bonds. The Class A Bonds issued to date have been rated A- by Standard & Poor’s and A- by Fitch, and the Class B Bonds issued to date have been rated BBB by Standard & Poor’s and BBB by Fitch. Standard & Poor’s and Fitch are established in the European Community and are registered under Regulation (EC) No 1060/2009, as amended by Regulation (EC) No 513/2011 (the “CRA Regulation”). Where an issue of Bonds is rated, such rating will be (i) issued by a credit rating agency established in the European Community and registered in accordance with the CRA Regulation (or a credit rating agency that operated in the European Community before 7 June 2010 which has applied for registration and such application has not been refused) and (ii) specified in the relevant final terms of the issue of bonds (for each issue of Bonds, the “Final Terms”).
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