IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ...

424 Pages·2011·7.34 MB·English

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE
U.S.
IMPORTANT: You must read the following before continuing. The following applies to the
prospectus following this page (the Prospectus), and you are therefore advised to read this carefully
before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you
agree to be bound by the following terms and conditions, including any modifications to them any time
you receive any information fromus as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE
UNITED STATES OR ANY OTHER 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 U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY
NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT), 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 FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND
IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S.
ADDRESS. 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.
This Prospectus has been delivered to you on the basis that you are a person into whose possession this
Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located. By accessing the Prospectus, you shall be deemed to have confirmed and represented to us
that (a) you have understood and agree to the terms set out herein, (b) you consent to delivery of the
Prospectus by electronic transmission, (c) you are not a U.S. person (within the meaning of Regulation
S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail
address that you have given to us and to which this e-mail has been delivered is not located in the
United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia and
(d)if you are a person in the United Kingdom, then you are a person who (i) has professional
experience in matters relating to investments in Article 19(1) of the Financial Services and Markets
Act (Financial Promotion) Order 2005 (the Order) or (ii) is a high net worth entity falling within
Article 49(2)(a) to (d) of the Order.
This 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 none of the Issuer, GAL, The Royal Bank of Scotland plc, the Dealers or any person
who controls it nor any director, officer, employee nor agent of it 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 and the hard copy version available to you on request from The
Royal Bank of Scotland plc.
GATWICK FUNDING LIMITED
(incorporated with limited liability in Jersey with registered number 107376)
£5,000,000,000 Multicurrency programme for the issuance of Bonds
Gatwick Funding Limited (theIssuer) has established a multicurrency programme for the issuance of Bonds
(the Programme).
Application has been made to the Financial Services Authority in its capacity as competent authority under
the FSMA (the UK Listing Authority or UKLA) for Bonds issued under the Programme during the period
of 12 months after the date hereof to be admitted to the Official List and to the London Stock Exchange plc
(the London Stock Exchange) for such Bonds to be admitted to trading on the London Stock Exchange –
Regulated Market (the Market). References in this 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 Programme provides that Bonds may be listed on such other or further stock exchange(s) as may be
agreed between the Issuer and the relevant Dealer. The Issuer may alsoissue unlisted Bonds.
The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under "Some
Characteristics of the Bond Programme" and any additional Dealer appointed under the Programme from
time to time by the Issuer, whichappointment 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 Securities Act,
or with any securities regulatory authority of any state or other jurisdiction of the United States. The
Bonds may not be offered, sold in the United States or to, or for the benefit of, U.S. persons as defined
in Regulation S unless such securities are registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and in accordance with all applicable state securities laws. 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.
Please see "Risk Factors" to read about certain factors you should consider before buying any Bonds.
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. Any representation to the contrary
is a criminal offence in the United States.
Arranger
The Royal Bank of Scotland plc
Dealers
Crédit Agricole C.I.B. HSBC
J.P. Morgan Cazenove The Royal Bank of Scotland plc
Prospectus dated 15February 2011
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Under the Programme the Issuer may, subject to all applicable legal and regulatory requirements, from time
to time issue Bearer Bonds and Registered Bonds. The maximum aggregate nominal amount of all Bonds
from time to time outstanding under the Programme will not exceed £5 billion (or its equivalent in other
currencies calculated as described in the Dealership Agreement described therein), subject to increase as
described therein. Copies of each Final Terms will be available (in the case of all Bonds) from the specified
office set out below of Deutsche Trustee Company Limited as the Bond Trustee (in the case of Bearer
Bonds), from the specified office set out below of each of the Paying Agents and (in the case of Registered
Bonds) from the specified office set out below of each of the Registrar and the Transfer Agent, provided that,
in the case of Bonds which are not listed on any stock exchange, copies of the relevant Final Terms will only
be available for inspection by the relevant Bondholders.
Details of the aggregate principal amount, interest (if any) payable, the issue price and any other conditions
not contained herein, which are applicable to each Tranche of each Sub-Class of each Class of each Series
(all as defined below) will be set forth in the relevant Final Terms, or in a Drawdown Prospectus, see "Final
Terms and Drawdown Prospectuses" below. In the case of a Tranche of Bonds which is the subject of a
Drawdown Prospectus, each reference in this Prospectus to information being specified or identified in the
relevant Final Terms shall be read and construed as a reference to such information being specified or
identified in the relevant Drawdown Prospectus, unless the context requires otherwise. In the case of Bonds
to be admitted to the Official List and to trading on the Market, the Final Terms will be delivered to the
UKLA and the London Stock Exchange on or before the relevant date of issue of the Bonds of such Tranche.
The Issuer may also issue unlisted Bonds. The Issuer may agree with any Dealer and the Bond Trustee that
Bonds may be issued in a form not contemplated by the Conditions herein, in which event (in the case of
Bonds admitted to the Official List only) a supplementary prospectus or further prospectus, if appropriate,
willbemade available which will describe the effect of the agreement reached in relation to such Bonds.
Bonds issued under the Programme will be issued in Series on each Issue Date and each Series may
comprise one or more of two Classes. Bonds will be designated as either Class A Bonds or Class B Bonds.
Each Class may comprise one or more Sub-Classes with each Sub-Class pertaining to, among other things,
the currency, interest rate and maturity date of the relevant Sub-Class. Each Sub-Class may be zero-coupon,
fixed rate, floating rate or index-linked Bonds and may be denominated in sterling, euro or U.S. dollars (or in
other currencies subject to compliance with applicable laws).
Ratings ascribed to all of the Bonds reflect only the views of the Rating Agencies and any further or
replacement rating agency appointed by the Issuer. Any two of S&P, Fitch and Moody's will provide ratings
in respect of each Series of Bonds issued under the Programme. 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 rating of certain Sub-Classes or Series of Bonds to be issued under the Programme may be specified in
the applicable Final Terms. Whether or not each credit rating applied for in relation to the relevant Sub-
Class orSeries of Bonds has been issued by a credit rating agency established in the European Union and
registered under the CRA Regulation will be disclosed in the Final Terms. In general, European regulated
investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit
rating agency established in the European Union and registered under the CRA Regulation unless the rating
is provided by a credit rating agency operating in the European Union before 7 June 2010 which has
submitted an application for registration in accordance with the CRA Regulation and such registration is not
refused.
If any withholding or deduction for or on account of tax is applicable to the Bonds, payments on the Bonds
will be made subject to such withholding or deduction, without the Issuer being obliged to pay any additional
amounts as a consequence.
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In the case of any Bonds which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a member state of the European Economic Area in circumstances
which require the publication of a prospectus under the Prospectus Directive (2003/71/EC), the minimum
denomination shall be €100,000 or not less than the equivalent of €100,000 in any other currency as at the
date of issue of the Bonds. Bonds may be issued in such denomination and higher integral multiples of a
smaller amount specified in the relevant Final Terms.
If issued under the relevant Final Terms, Bonds that are Bearer Bonds may be represented initially by one or
more Temporary Bearer Global Bonds, without interest coupons, which will be deposited with a common
depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg on or
about the Issue Date of such Sub-Class. Each such Temporary Bearer Global Bond will be exchangeable for
Permanent Bearer Global Bonds or definitive securities in bearer form as specified in the relevant Final
Terms following the expiration of 40 days after the later of the commencement of the offering and the
relevant Issue Date, upon certification as to non-U.S. beneficial ownership and as may be required by U.S.
tax laws and regulations, as described in "Forms of the Bonds". Bearer Bonds are subject to U.S. tax law
requirements. Subject to certain exceptions, the Bearer Bonds may not be offered, sold or delivered within
the United States or to U.S. persons.
The Programme contemplates the potential issue of Bonds for sale in the United States pursuant to Rule
144A under the Securities Act or another exemption from the registration requirements of the Securities Act
and the Issuer may issue such Bonds in the future.
If issued under the relevant Final Terms, Bonds that are Registered Bonds will be represented on issue by
beneficial interests in a Registered Global Bond, in fully registered form, without interest coupons attached,
which will, in the case of Bonds not issued under the New Safekeeping Structure form, be deposited with,
and be registered in the name of, a common depositary for Euroclear and Clearstream,Luxembourg or, in the
case of Bonds issued under the New Safekeeping Structure, will be deposited with, and registered in the
name of, a common safekeeper for Euroclear and Clearstream, Luxembourg. Ownership interests in the
Registered Global Bonds will be shown on, and transfers thereof will only be effected through, records
maintained by Euroclear and Clearstream, Luxembourg and their respective participants. Bonds in
definitive, certificated and fully registered form will be issued only in the limited circumstances described
herein. In each case, purchasers and transferees of Bonds will be deemed to have made certain
representations and agreements. See "Forms ofthe Bonds" and "Subscription and Sale" below.
IMPORTANT NOTICES
This Prospectus is being distributed only to, and is directed only at, relevant persons. This Prospectus, or
any of its contents, must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Prospectus relates is available only to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such investments will be engaged in only
with, relevant persons.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Bonds shall in any
circumstances imply that the information contained herein concerning the Issuer or the Obligors is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct or that there has been no adverse change in the financial position of the Issuer or the
Obligors as of any time subsequent to the date indicated in the document containing the same. None of the
Arranger, the Dealers, the Bond Trustee, the Issuer Security Trustee, the Borrower Security Trustee or the
Other Parties undertakes to review the financial condition or affairs of any of the Issuer or the Obligors
during the life of the Programme or to advise any investor in the Bonds of any information coming to their
attention.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, any member of the Security Group, the Arranger, any Dealer,
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the Bond Trustee, the Issuer Security Trustee, the Borrower Security Trustee or any of the Other Parties that
any recipient of this Prospectus should purchase any of the Bonds.
Each person contemplating making an investment in the Bonds must make its own investigation and analysis
of the creditworthiness of the Issuer and the Obligors and its own determination of the suitability of any such
investment, with particular reference to its own investment objectives and experience and any other factors
which may be relevant to it in connection with such investment. A prospective investor who is in any doubt
whatsoever as to the risks involved in investing in the Bonds should consult independent professional
advisers.
The distribution of this Prospectus and the offering, sale or delivery of the Bonds in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Dealers to inform themselves about and to observe any such restrictions. This Prospectus does not
constitute, and may not be used for the purposes of, an offer to or solicitation by any person to subscribe or
purchase any Bonds in any jurisdiction or in any circumstances in which such an offer or solicitation is not
authorised or is unlawful.
In connection with the issue of any Tranche of Bonds, the Stabilising Manager(s) (or persons acting on
behalf of any Stabilising Manager(s)) named in the applicable Final Terms may over-allot Bonds or effect
transactions with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on
behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Bonds
is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Bonds and 60 days after the date of the allotment of the relevant
Tranche of Bonds. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable
laws and rules.
The Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing
(Jersey) Order 1958 to the issue of the Bonds by the Issuer. A copy of this document has been delivered to
the Jersey registrar of companies in accordance with Article 5 of the Companies (General Provisions)
(Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. It must be
distinctly understood that, in giving these consents, neither the Jersey registrar of companies nor the
Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any
statements made, or opinions expressed, with regard to it.
If you are in any doubt about the contents of this document you should consult your stockbroker, bank
manager, solicitor, accountant or other financial advisor. It should be remembered that the price of securities
and the income from them can go down as well as up.
All references herein to pounds, sterling or £ are to the lawful currency of the UK, all references to U.S.
dollars, U.S.$, $ and dollars are to the lawful currency of the United States of America, and references to
euro or € are to the single currency introduced at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as amended from time to
time.
In this Prospectus, words denoting the singular number only shall include the plural number also and vice
versa.
This Prospectus contains various forward-looking statements regarding events and trends that are subject to
risks and uncertainties that could cause the actual results and financial position of the Issuer and/or the
Obligors to differ materially from the information presented herein. When used in this Prospectus, the words
"estimate", "project", "intend", "anticipate", "believe", "expect", "should" and similar expressions, as they
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relate to the Issuer, the Obligors and their management, are intended to identify such forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Neither the Issuer nor the Obligors undertake any obligations publicly to
release the result of any revisions to these forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
RESPONSIBILITY STATEMENTS
This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Issuer and the Obligors which, according to the
particular nature of the Issuer, the Obligors and the Bonds, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the
Issuer and the Obligors.
Each of the Issuer, GAL and the Security Parent accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge of each of the Issuer, GAL and the Security Parent (each having
taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make representations other than the information
or the representations contained in this Prospectus in connection with the Issuer, any member of the Security
Group, or the offering or sale of the Bonds and, if given or made, such information or representations must
not be relied upon as having been authorised by the Issuer, any member of the Security Group, the Arranger,
the Dealers, the Bond Trustee, the Issuer Security Trustee or the Borrower Security Trustee or any Other
Party. Neither the delivery of this Prospectus nor any offering or sale of Bonds made in connection herewith
shall, under any circumstances, constitute a representation or create any implication that there has been no
change in the affairs of the Issuer, any member of the Security Group since the date hereof. Unless
otherwise indicated herein, all information in this Prospectus is given as of the date of this Prospectus. This
document does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or any Dealer to
subscribe for, or purchase, any of the Bonds.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Other Parties as to the accuracy or completeness of the information contained in this
Prospectus or any other information supplied in connection with the Bonds or their distribution. The
statements made in this paragraph are without prejudice to the respective responsibilities of the Issuer and
the Obligors. Each person receiving this Prospectus acknowledges that such person has not relied on the
Arranger, any Dealer, the Bond Trustee, the Issuer Security Trustee or the Borrower Security Trustee or any
Other Party nor on any person affiliated with any of them in connection with its investigation of the accuracy
of such information or its investment decision.
None of the Issuer, GAL, the Security Parent, the Arranger, the Dealers, the Bond Trustee, the Issuer
Security Trustee, the Borrower Security Trustee or the Other Parties accept responsibility to investors for the
regulatory treatment of their investment in the Bonds (including (but not limited to) whether any transaction
or transactions pursuant to which Bonds are issued from time to time is or will be regarded as constituting a
"securitisation” for the purposes of the CRD and the application of Article 122a to any such transaction) in
any jurisdiction or by any regulatory authority. If the regulatory treatment of an investment in the Bonds is
relevant to an investor's decision whether or not to invest, the investor should make its own determination as
to such treatment and for this purpose seek professional advice and consult its regulator. Prospective
investors are referred to the "Risk factors – Regulatory initiatives may result in increased regulatory capital
requirements and/or decreased liquidity in respect of the Bonds" section of this Prospectus for further
information on Article 122a.
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SUPPLEMENTARY PROSPECTUS
The Issuer has undertaken, in connection with the admission of the Bonds to the Official List and to trading
on the Market, that, if there shall occur any significant new factor, mistake or material inaccuracy relating to
information contained in this Prospectus which is capable of affecting the assessment of any Bonds whose
inclusion would reasonably be required by investors and their professional advisers, and would reasonably be
expected by them to be found in this Prospectus, for the purpose of making an informed assessment of the
assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Obligors, and
the rights attaching to the Bonds, the Issuer shall prepare a supplement to this Prospectus or publish a
replacement prospectus for use in connection with any subsequent issue by the Issuer of Bonds and will
supply to the Arranger, each Dealer and the Bond Trustee a copy or, in the case of the Bond Trustee, two
copies of such supplement hereto or replacement prospectus. The Issuer will also supply to the UKLA such
number of copies of such supplement hereto or replacement prospectus as may be required by the UKLA and
will make copies available, free of charge, upon oral or written request, at the specified offices of the Paying
Agents and in respect of Registered Bonds, the Registrar and the Transfer Agent.
Each of the Obligors and the Issuer has undertaken to the Dealers in the Dealership Agreement to comply
with section 87G of the FSMA (as set out in "Subscription and Sale").
If the terms of the Programme are modified or amended in a manner which would make this Prospectus, as
so modified or amended, inaccurate or misleading in any material respect, a new prospectus will be prepared.
If at any time the Issuer shall be required to prepare a supplementary prospectus pursuant to section 87G of
the FSMA, the Issuer shall prepare and make available an appropriate supplement to this Prospectus or a
further prospectus which, in respect of any subsequent issue of Bonds to be listed on the Official List and
admitted to trading on the Market, shall constitute a supplementary prospectus as required by the UKLA and
section 87G of the FSMA.
FINAL TERMS AND DRAWDOWN PROSPECTUSES
In relation to the different types of Bonds which may be issued under the Programme, the Issuer has
endeavoured to include in this Prospectus all of the necessary information except for information relating to
the Bonds which is not known at the date of this Prospectus and which can only be determined at the time of
an individual issue of a Tranche of Bonds.
Any information relating to the Bonds which is not included in this Prospectus and which is required in order
to complete the necessary information in relation to a Tranche of Bonds will be contained either in the
relevant Final Terms or in a Drawdown Prospectus. For a Tranche of Bonds, which is the subject of Final
Terms, those Final Terms will, for the purposes of that Tranche only, supplement this Prospectus and must
be read in conjunction with this Prospectus. The Conditions as supplemented, amended and/or replaced to
the extent described in the relevant Final Terms are the terms and conditions applicable to any particular
Tranche of Bonds, which is the subject of Final Terms.
The Conditions as supplemented, amended and/or replaced to the extent described in the relevant Drawdown
Prospectus are the terms and conditions applicable to any particular Tranche of Bonds which is the subject of
a Drawdown Prospectus. Each Drawdown Prospectus will be constituted by a single document containing
the necessary information relating to the Issuer and the relevant Bonds.
U.S. INFORMATION
The Bonds have not been approved or disapproved by the SEC or any other securities commission or other
regulatory authority in the United States, nor have the foregoing authorities approved this Prospectus or
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confirmed the accuracy or determined the adequacy of the information contained in this Prospectus. Any
representation to the contrary is unlawful.
The Bonds in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the
Code and the regulations promulgated thereunder.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230 (CIRCULAR 230),
BONDHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX
ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND
CANNOT BE RELIED UPON, BY BONDHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES
THAT MAY BE IMPOSED ON BONDHOLDERS UNDER THE U.S. INTERNAL REVENUE CODE OF
1986, AS AMENDED; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN
CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF
CIRCULAR 230) BY THE ISSUER OF THE TRANSACTIONS ADDRESSED HEREIN; AND
(C)BONDHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES
FROM AN INDEPENDENT TAX ADVISER.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Obligors and the terms of the Bonds being offered, including the merits and risks involved.
The Prospectus may be distributed on a confidential basis in the United States to a limited number of QIBs
(as defined below) for informational use solely in connection with the consideration of the purchase of the
Bonds being offered hereby. Its use for any other purpose in the United States is not authorised. It may not
be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to
anyone other than the prospective investors to whom it is originally distributed.
Registered Bonds may be offered or sold within the United States or to U.S. persons only to QIBs in
transactions exempt from registration under the Securities Act. Each U.S. purchaser of Registered Bonds is
hereby notified that the offer and sale of any Registered Bonds to it may be made in reliance upon the
exemption from the registration requirements of the Securities Act provided by Rule 144A.
Each purchaser or holder of Bonds represented by a Rule 144A Bond, or any Bond issued in registered form
in exchange or substitution therefor, will be deemed by its acceptance or purchase of any such Bond to have
made certain representations and agreements intended to restrict the resale or other transfer of such Bonds as
set out in "Subscription and Sale" and "Transfer Restrictions". Unless otherwise stated, terms used in this
paragraph have the meanings given to them in "Pro Forma Final Terms".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Bonds that are
"restricted securities" as defined in Rule 144(a)(3) under the Securities Act, the Issuer has undertaken in the
Bond Trust Deed to furnish, upon the request of a holder of such Bonds or any beneficial interest therein, to
such holder or to a prospective purchaser designated by him, the information required to be delivered under
Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither subject to
reporting under section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-
2(b) thereunder.
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CONTENTS
Page
Overview of Gatwick Airport Limited and theProgramme............................................................................x
Simplified Ownership Structure.................................................................................................................xiii
Some Characteristics of the Bond Programme.............................................................................................xv
Risk Factors..................................................................................................................................................1
Business of Gatwick Airport Limited..........................................................................................................21
Financial Information and Results of Operations.........................................................................................44
Airport Regulation......................................................................................................................................53
Description of the Issuer and the Obligors...................................................................................................66
Summary of the Financing Agreements......................................................................................................73
Cashflows.................................................................................................................................................106
Terms and Conditions...............................................................................................................................126
Forms of the Bonds..................................................................................................................................172
Book-Entry Clearance Procedure..............................................................................................................177
Pro Forma Final Terms.............................................................................................................................179
Use of Proceeds........................................................................................................................................196
Description of Issuer Hedge Counterparties..............................................................................................197
Tax Considerations...................................................................................................................................198
Subscription and Sale...............................................................................................................................201
Transfer Restrictions.................................................................................................................................204
General Information.................................................................................................................................207
Appendix 1 Audited Financial Statements of Gatwick Airport Limited for the 12 months ended
31December 2008 and for the 15 months ended 31 March 2010 and the Unaudited Interim
Financial Statements for the Six Month Period Ended 30 September 2010....................................211
Glossary...................................................................................................................................................212
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