ABP Finance Plc - Publication of Supplemental Prospectus, Issuance of EUR70m Notes, Group Issuance of GBP80m Private Placement and Changes to Group Finance Documents

June 13, 2013

ABP Finance Plc (“ABPF”) announces that a Supplemental Prospectus relating to its £5,000,000,000 Multicurrency Note Issuance Programme has been approved by the Central Bank of Ireland and is available for viewing on the investor relations section of the Group's website.

ABPF further announces that it has today issued €70,000,000 fixed rate notes due 2023 (ISIN: XS0943791722) (the “Public Notes”). The Public Notes, which rank pari passu with ABPF's existing fixed rate notes due 2026 (ISIN: XS0718981995), and floating rate notes due 2022 (ISIN:XS0868891614), and 2033 (ISIN: XS0918617639), have been listed on the Official List of the Irish Stock Exchange under the £5,000,000,000 Multicurrency Note Issue Programme.

ABPF announces that ABP Acquisitions UK Limited, a fellow subsidiary of ABPA Holdings Limited, has agreed the private placement of £80,000,000 floating rate notes due 2033 (the “Private Notes”).  Issuance of half of the Private Notes is deferred until December 2013.

The proceeds of the Public Notes and the Private Notes issued thus far will be on-lent within the ABPAH Group and used to repay an equivalent amount of ABP Acquisition UK Limited’s existing bank term facilities maturing in December 2014.

ABPF also announces that, on 17 May 2013, Associated British Ports Holdings Limited (the New Holdco Group Agent) submitted a proposal to creditors to make certain amendments to some of the underlying Group finance documents (a Security Trust and Intercreditor Deed Proposal). Following a creditor vote, each of the following proposed amendments was duly passed and became effective from 13 June 2013.

  • Waiver of provisions in the Common Terms Agreement in respect of additional covenants to be given pursuant to a new Authorised Credit Facility which is shortly to be entered into with the European Investment Bank in relation to a project in Southampton;
  • Waiver of provisions in the Common Terms Agreement in respect of additional covenants to be given pursuant to a new Authorised Credit Facility which is expected to be entered into in due course with the European Investment Bank in relation to a project in Hull;
  • Amendments to the Master Definitions Agreement in the definition of Consolidated Net Borrowings in order to reflect expressly how Non-Sterling Financial Indebtedness should be reflected in financial calculations; and
  • Amendments to the Master Definitions Agreement to facilitate Non-Sterling Note Issuances
  • Further details of the changes made will be available for viewing on the Group’s website at www.abpinvestor-relations.co.uk
  • Terms defined in the Master Definitions Agreement dated 14 December 2011, as amended, have the same meanings in this summary, unless the context otherwise requires.

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