GFL Waiver Announcement

Gatwick Funding Limited13 August 2021

Issuer: Gatwick Funding Limited 

13 August 2021

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

Gatwick Funding Limited(incorporated with limited liability in Jersey with registered number 107376)

announces a consent solicitation

Gatwick Funding Limited (the "Issuer") today announced a consent solicitation (the "Consent Solicitation") in respect of the following series of its bonds (the "Bonds"):

(i) £300,000,000 6.125 per cent. Notes due 2 Mar. 2028 (Scheduled Redemption Date: 2 Mar. 2026) (ISIN: XS0596919299);

(ii) £300,000,000 6.5 per cent. Notes due 2 Mar. 2043 (Scheduled Redemption Date: 2 Mar. 2041) (ISIN: XS0596919539);

(iii) £300,000,000 5.25 per cent. Notes due 23 Jan. 2026 (Scheduled Redemption Date: 23 Jan. 2024) (ISIN: XS0733794407);

(iv) £300,000,000 2.500 per cent. Notes due 15 Apr. 2032 (Scheduled Redemption Date: 15 Apr. 2030) (ISIN: XS2332199830);

(v) £300,000,000 5.75 per cent. Notes due 23 Jan. 2039 (Scheduled Redemption Date: 23 Jan. 2037) (ISIN: XS0733786130);

(vi) £350,000,000 4.625 per cent. Notes due 27 Mar. 2036 (Scheduled Redemption Date: 27 Mar. 2034) (ISIN: XS1047788523);

(vii) £300,000,000 2.625 per cent. Notes due 7 Oct. 2048 (Scheduled Redemption Date: 7 Oct. 2046) (ISIN: XS1502174581);

(viii) £350,000,000 3.125 per cent. Notes due 28 Sep. 2041 (Scheduled Redemption Date: 28 Sep. 2039) (ISIN: XS1691441924);

(ix) £300,000,000 3.25 per cent. Notes due 26 Feb. 2050 (Scheduled Redemption Date: 26 Feb. 2048) (ISIN: XS1781266793); and

(x) £300,000,000 2.875 per cent. Notes due 5 Jul. 2051 (Scheduled Redemption Date: 5 Jul. 2049) (ISIN: XS2022203801).

Capitalised terms used in this announcement and not defined herein have the meanings given to such terms in the solicitation memorandum dated 13 August 2021 (the "Solicitation Memorandum"). This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Solicitation Memorandum. Subject to the restrictions described under "Solicitation and Distribution Restrictions" below, Bondholders may obtain a copy of the Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below.

Purpose of this Announcement

The purpose of this announcement is to:

(a) provide information on the STID Proposal which is the subject of the Consent Solicitation, for which see "The STID Proposal" and "Comfort Package" below; and

(b) provide details on Gatwick Airport's financial and operational performance (including forecasts and projections), for which see "Background" below and the compliance certificate and investor report for the six months ended 30 June 2021 and the quarterly information package for the three months ended 30 June 2021, in each case published on 13 August 2021, which can be found here https://www.gatwickairport.com/business-community/about-gatwick/investor-relations/other-financial-documents.

Background

In August 2020, in response to the impacts the COVID-19 pandemic had on the operations at Gatwick Airport (along with the air travel sector more generally), Gatwick Airport Limited (the "Borrower") requested a number of short term waivers, approvals and amendments to the Finance Documents (the "2020 Consent"), to ensure the Borrower was able to fully implement the management's recovery plans. All such requests were duly approved by the Borrower Security Trustee following a creditor voting process.

The Borrower was able to take actions to ensure the business is well positioned to recover from the pandemic. Notwithstanding this, the continued impacts of the COVID-19 pandemic have continued to be felt during the first half of 2021. Despite the Borrower's strong financial position and the anticipated recovery in travel, there is continued short term pressure on covenants, and as a consequence the Borrower is requesting extensions of the prior waivers, approvals and amendments.

There is currently improved visibility over trading conditions in the short to medium term, and a forecast recovery in passenger numbers from 2022 through to 2024. The vaccination programmes in the UK and Gatwick Airport's key destinations are very advanced and significant pent up demand has been observed when key markets for Gatwick have reopened.

As at 30 June 2021, the Security Group had total liquidity of £779 million, comprised of cash and cash equivalents of £624 million and access to an undrawn, committed £150 million liquidity facility and a £5 million overdraft.

The Security Group has proactively managed its cash position by making operating expenditure savings of £140 million in the 2020 financial year compared with the 2019 financial year and reducing its capital expenditure run rate to under £3 million per month (compared to approximately £20 million per month prior to the outbreak of the COVID-19 pandemic). In 2021, the Security Group also received a capital injection of £370 million.

Gatwick and its shareholders continue to target the maintenance of investment grade credit ratings, with a long term target of strong investment grade ratings (BBB+/Baa1/BBB+) for the Bonds.

The STID Proposal

The 2020 Consent included a waiver of any Default in respect of the financial ratios which may arise in respect of the Calculation Dates falling on 31 December 2020 and 30 June 2021. The continued reduced EBITDA of the Borrower during 2021 is expected to have a significant continuing impact on the financial ratios calculated in accordance with the CTA, and thus an extension of this waiver to the Calculation Dates falling on 31 December 2021 and 30 June 2022 is requested.

The Borrower's leverage covenant is calculated by dividing net debt by RAB, which is calculated based on Transfer RAB. Transfer RAB is equal to the average of the Relevant EBITDA for the last three years multiplied by 11.1x. An average of the last three years' Relevant EBITDA (as opposed to the last year's Relevant EBITDA) was used to ensure that the Transfer RAB (and therefore the implied borrowing base of the business) was less volatile, and not driven solely by outperformance (or underperformance) in a given year. However, given the severe and exceptional impact of COVID-19 on the Relevant EBITDA for 2020 and 2021, the Transfer RAB will be materially changed, and this impact will persist until at least December 2024.

The 2020 Consent included an amendment to the calculation of Transfer RAB for the Calculation Dates from (and including) December 2021 to (and including) June 2023, such that the amount to be included in the calculation as Relevant EBITDA for each calendar quarter in the period of 12 months commencing on 1 April 2020 was replaced with an average of the respective quarterly Relevant EBITDA in 2017, 2018 and 2019. Given the continued impact of COVID-19 on the Relevant EBITDA during 2021, the Borrower is now seeking a further amendment to the calculation of Transfer RAB to apply from (and excluding) 30 June 2022 to (and including) 30 June 2024, such that the amount to be included in the calculation as Relevant EBITDA for each calendar quarter in the period of 12 months commencing on 1 April 2021 is replaced with an average of the respective quarterly Relevant EBITDA in 2017, 2018 and 2019. These averages have been calculated and are set out in paragraph 3(b) of the STID Proposal.

The 2020 Consent included a waiver of certain other technical Defaults which may arise from actions taken by any Governmental Agency relating directly to the COVID-19 pandemic and which result in a full or partial closure of, or a full or partial suspension of operations at, Gatwick Airport. The Borrower is seeking to extend this waiver, although currently no such Defaults are expected. These are set out in paragraph 3(c) of the STID Proposal.

The 2020 Consent included approval to issue up to £300,000,000 of unsecured commercial paper under the Bank of England Covid Corporate Financing Facility ("CCFF") programme. The Borrower currently has £275 million outstanding under the CCFF which is due for repayment in March 2022. The Borrower believes it would be prudent to ensure it is able to explore a variety of options to replace this debt (including through any replacement to the CCFF that may be offered in the future). The Borrower is therefore requesting approval pursuant to paragraph (a)(iv) of the definition of "Permitted Financial Indebtedness" in the MDA to permit the incurrence of unsecured Financial Indebtedness of up to £300,000,000 (less the amount of any outstanding CCFF Debt, unless amounts are raised solely to repay such CCFF Debt). In line with the current position for the Borrower's outstanding CCFF Debt, any CCFF Replacement Debt (as defined below) shall not be included within the calculation of the Senior RAR. Furthermore, no distributions shall be permitted whilst any CCFF Replacement Debt is outstanding.

The 2020 Consent included a waiver of the consequences of the occurrence of a Trigger Event pursuant to paragraphs 2.1 (Further Information and Remedial Plan), 4 (Independent Review) and 5 (Consultation with Regulator) of Part 2 (Trigger Event Consequences) of Schedule 3 (Trigger Events) to the CTA, where a Trigger Event arises under paragraph 1 (Financial Ratios) of Part 1 (Trigger Events) of Schedule 3 (Trigger Events) to the CTA in respect of a Calculation Date up to and including 30 June 2021, or that otherwise relates directly to the COVID-19 pandemic (with such waiver ceasing to apply on and from 31 December 2021 if the relevant Trigger Event is continuing on such date). The requirements to be waived provide for the right of the Borrower Security Trustee to request information and receive a remedial plan, commission an Independent Review, and to participate in any discussions with the Regulator. The Borrower is requesting an extension of such waiver, to waive the consequences of the occurrence of a Trigger Event pursuant to the above-mentioned paragraphs of Part 1 (Trigger Events) of Schedule 3 (Trigger Events) to the CTA in respect of a Calculation Date up to and including 30 June 2022, or that otherwise relates directly to the COVID-19 pandemic (with such waiver ceasing to apply on and from 31 December 2022 if the relevant Trigger Event is continuing on such date).

Comfort Package

The Borrower proposes that if the provisions set out above are waived, approved and/or amended (as applicable), the Borrower will provide the Borrower Secured Creditors and the Issuer Secured Creditors (by publication on the Designated Website) a quarterly information package in respect of quarter end dates from 30 September 2021 to 30 June 2022 inclusive, to include traffic updates, financial ratios and six month liquidity forecasts, as have been provided up to 30 June 2021 pursuant to the conditions of the 2020 Consent.

In line with the 2020 Consent, if any six month liquidity forecast shows that Available Cash minus Required Expenditure (each as defined in the STID Proposal) is less than £225,000,000, the Borrower will be required to provide a remedial plan outlining how it intends to address the issue, and monthly updates to both the plan and the liquidity forecast until the issue is resolved. If Available Cash minus Required Expenditure is less than £150,000,000, any failure to provide the remedial plan or undertake the actions set out in such plan within the time periods specified in the plan will result in a Loan Event of Default. 

Finally, the Borrower proposes that, conditional upon the requested consents being provided, further restrictions on Restricted Payments shall apply, such that no Restricted Payments shall be made prior to the Calculation Date falling on 31 December 2022 (extended from 31 December 2021 which was agreed in the 2020 Consent), and any Restricted Payments made in the period prior to the next Calculation Date falling after 30 June 2024 (extended from 30 June 2023 which was agreed in the 2020 Consent) shall be subject to a tighter Senior RAR test (0.60 for Calculation Dates up to and including June 2023 (extended from June 2022 which was agreed in the 2020 Consent), and thereafter 0.65, on an adjusted basis), meeting the current Senior RAR threshold of 0.70 on an unadjusted basis, and a six month liquidity test, and may not be made if amounts are outstanding in respect of any CCFF Debt or CCFF Replacement Debt (as mentioned above).

The Borrower considers this package of waivers, approvals and amendments, together with the related undertakings from the Obligors, will allow the Borrower to continue to implement the management's recovery plans, and therefore asks for due consideration of the proposals.

For detailed information on the STID Proposal see the form of the STID Proposal (appended at Schedule 2 to the Solicitation Memorandum) and an investor presentation prepared in connection with the Consent Solicitation which is available to Bondholders via NetRoadshow at https://www.netroadshow.com/nrs/home/#!/?show=e0c49dd1 or by visiting www.netroadshow.com and entering the entry code: Gatwick2021 (not case-sensitive).

Expected Timetable

The times and dates below (other than the Expiration Time) are indicative only. Accordingly, the actual timetable may differ significantly from the expected timetable set out below.

All references to times are to London time unless otherwise stated, and any announcements or notifications to be made to Bondholders arising out of or in connection with the STID Proposal will be made as soon as is reasonably practicable after the event giving rise to the announcement or notification by the Issuer in accordance with the provisions of the Bond Trust Deed and the Bonds.

All notices to Bondholders will be given by delivery through the Clearing Systems.

Bondholders or Beneficial Owners are advised to check with the bank, securities broker, trust company, custodian, Clearing System or other intermediary through which they hold their Bonds whether such intermediary applies different deadlines for any of the events specified above, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out above.

All of the above dates are subject to earlier deadlines that may be set by the Clearing Systems or any intermediary.

Instruction Fee

Subject to the conditions set out in the Solicitation Memorandum, including the approval of the STID Proposal by the requisite proportion of the Participating QBS Creditors and the announcement by the Borrower Security Trustee of such approval, holders of the Bonds who have delivered a valid Electronic Voting Instruction in respect of the STID Proposal which has been received by the Tabulation Agent at or prior to the Expiration Time, which has not been validly withdrawn following the Expiration Time and which remains in full force and effect until the announcement of the results of the STID Proposal, will be entitled to receive a fee equal to 0.05 per cent. of the Principal Amount Outstanding of such Bonds which are the subject of the relevant Electronic Voting Instruction (the "Instruction Fee"). The Instruction Fee will be paid on the Payment Date via the relevant Clearing System for payment to the cash account of an eligible holder of Bonds in such Clearing System.

Creditor Support

Special Committee of the Investment Association

The STID Proposal set out in the Solicitation Memorandum has been considered by a special committee consisting of certain Bondholders and convened by The Investment Association at the request of the Issuer. The members of the special committee, who hold in aggregate approximately 40.48 per cent. in Principal Amount Outstanding of the Bonds have examined the STID Proposal. They have informed the Issuer that they find the STID Proposal acceptable and, subject to client and other approvals, they intend to vote in favour of the STID Proposal in respect of their holdings of Bonds.

As such, Bondholders should bear in mind that while the Bondholders that participated in the special committee are asked to confirm, after due enquiry, the amount of their holdings they will be able to commit to vote in favour of the STID Proposal, any indication given by such a Bondholder of its intention to vote is not binding on the relevant Bondholder.

The special committee has advised the Issuer that this recommendation relates only to the STID Proposal set out in the Solicitation Memorandum and not to any future offers or proposals which the Issuer may make.

Other Qualifying Borrower Secured Creditors

The Borrower has undertaken pre-engagement regarding the STID Proposal with the lenders on the Borrower's Revolving Credit Facility, and the required number of banks have indicated that, subject to final approvals, they intend to vote in favour of the STID Proposal with votes representing £300 million of Qualifying Borrower Debt.

Overall Creditor Support

Taking into account the position above in relation to the review by a special committee of The Investment Association and the support from other lenders and investors of the Issuer, as of the date of the Solicitation Memorandum, approximately 45.73 per cent. of the aggregate principal amount of Qualifying Borrower Debt (including the Bonds) have indicated that subject to client, final and other approvals, they intend to vote in favour of the STID Proposal.

Amendment Conditions

Implementation of the STID Proposal is conditional on:

(a) the approval of the STID Proposal; and

(b) the announcement by the Borrower Security Trustee of the approval of the STID Proposal; and

(c) the delivery to the Borrower Security Trustee of a legal opinion of Clifford Chance LLP as to matters of capacity and enforceability of the Amendment Document,

(the "Amendment Conditions"). The Issuer will announce satisfaction of the Amendment Conditions as soon as practicable thereafter.

It is intended that the STID Proposal will be implemented within five Business Days of the STID Voting Deadline, however the timing for the implementation of the STID Proposal is at the Borrower's sole and absolute discretion.

General

Subject to applicable law and as provided herein, the relevant Issuer may, in its sole discretion, amend the terms of (save for the Expiration Time), terminate or withdraw the Consent Solicitation at any time up to the Solicitation Amendment Deadline.

Bondholders are advised to check with the bank, securities broker, trust company, custodian, Clearing System or other intermediary through which they hold their Bonds whether such intermediary will apply different deadlines for participation to those set out in the Solicitation Memorandum and, if so, should adhere to such deadlines if such deadlines are prior to the deadlines set out in the Solicitation Memorandum.

In relation to the delivery of Electronic Voting Instructions, in each case, through the Clearing Systems, Bondholders holding Bonds in Euroclear or Clearstream, Luxembourg should note the particular practice of the relevant Clearing System, including any earlier deadlines set by such Clearing System.

Only direct accountholders in Euroclear or Clearstream, Luxembourg may deliver Electronic Voting Instructions. Bondholders who are not direct accountholders in Euroclear or Clearstream, Luxembourg should arrange for the accountholder through which they hold their Bonds to deliver an Electronic Voting Instruction on their behalf to the relevant Clearing System as more particularly described in the Solicitation Memorandum. The deadlines specified by the relevant Clearing System may be earlier than the Expiration Time.

Bondholders are advised to read the Solicitation Memorandum carefully for full details of, and information on the procedures for participating in, the Consent Solicitation.

Further Information

For general assistance and queries relating to the STID Proposal please contact the Solicitation Agents at:

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Tel: +44 (0)203 134 8515

Email: eu.lm@barclays.com

Attention: Liability Management Group

NatWest Markets Plc250 BishopsgateLondon EC2M 4AAUnited Kingdom

Tel: +44 (0) 20 7678 5222Email: liabilitymanagement@natwestmarkets.comAttention: Liability Management

For questions or requests for assistance in connection with the delivery of Electronic Voting Instructions please contact the Tabulation Agent at:

Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HA

Tel: +44 207 704 0880E-mail: gatwick@lucid-is.comAttention: Arlind Bytyqi / Mu-yen Lo

Disclaimer

This announcement must be read in conjunction with the Solicitation Memorandum. The Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Bondholder is in doubt as to the action it should take, it is recommended to seek its own financial, legal or other advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation. None of the Solicitation Agents, the Tabulation Agent, the Security Trustee or the Bond Trustee accepts any responsibility for the contents of this announcement.

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Bonds 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 Philip Iley, a Director of the Issuer.

Solicitation and Distribution Restrictions

Any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or dealer and any Solicitation Agent or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Consent Solicitation shall be deemed to be made by such Solicitation Agent(s) or such affiliate(s), as the case may be, on behalf of the Issuer and in such jurisdiction where it is so licensed and the Consent Solicitation is not being made in any such jurisdiction where the Solicitation Agents or one of their respective affiliates is not so licensed.

The distribution of the Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Solicitation Memorandum comes are required by the Issuer, the Obligors, the Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.

The Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal or other advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended, the "FSMA") (if in the United Kingdom) or other appropriately authorised independent professional adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.

The communication by the Issuer of the Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation 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 FSMA. 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. Such documents and/or materials are only directed at and may only be communicated to (1) any person within Article 43(2) of the (Financial Services and Markets Act 2000 (Financial Promotion) Order 2005), which includes a creditor or member of the Issuer, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

IMPORTANT - PROHIBITION RELATING TO EEA RETAIL INVESTORS: The Consent Solicitation is not intended to be made to and should not be made to any retail investor in the European Economic Area ("EEA"). 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, "EU MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "EU PRIIPs Regulation") had been prepared in relation to the Bonds and therefore certain actions in relation to the Bonds involving any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

IMPORTANT - PROHIBITION RELATING TO UK RETAIL INVESTORS: The Consent Solicitation is not intended to be made to and should not be made to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "UK PRIIPs Regulation") had been prepared in relation to the Bonds and therefore certain actions in relation to the Bonds involving any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

END