Airports Group Europe increases its Offer price and amends Offer to Flughafen Wien shareholders
Airports Group Europe S.à r.l. (“Airports Group Europe”), an indirect subsidiary of IFM Global Infrastructure Fund (“IFM GIF”), is pleased to announce the increase to the offer price and other amendments to the partial public offer for the acquisition of up to approximately 9.99% of all shares of Flughafen Wien AG (ISIN AT00000VIE62).
IFM Investors is a global infrastructure specialist owned by not-for-profit Australian pension funds, with more than 600 institutional clients worldwide, investing the retirement savings of 120 million working people, including nurses, teachers, construction and hospitality workers.
The amendments include:
Offer price increased to EUR 34.00 per share: The offer price of EUR 33.00 per share is increased to EUR 34.00 per share cum dividend in response to revised guidance from Flughafen Wien AG since the offer was announced. The increased offer price corresponds to a premium of 29.3% compared to the closing price of the last trading day prior to the announcement that Airports Group Europe increased its shareholding to over 40% (10 June 2022). This is Airports Group Europe's “best and final price” and continues to represent an attractive premium for shareholders, considering the continued high levels of uncertainty for the aviation industry and European markets.
Extension of the long stop date: Following the opening of proceedings by the Austrian Ministry of Labor and Economic Affairs under the Austrian investment control act, the term for the fulfillment of the conditions precedent under the offer is extended until 31 May 2023.
Extended Acceptance Period: Shareholders of Flughafen Wien AG will have the possibility to accept the offer in an extended acceptance period of 10 trading days, which will start on the 2nd trading day following the publication by Airports Group Europe that the conditions precedent under the offer have been fulfilled, and that the offer has become unconditionally binding. Shareholders will thereby have the possibility to tender their shares into an offer that is not subject to any conditions precedent. Shareholders of Flughafen Wien AG who have accepted the offer (either in the Acceptance Period or the Extended Acceptance Period) will receive the improved offer price within 10 trading days after the expiry of the Extended Acceptance Period.
Tradability of shares: Shareholders of Flughafen Wien AG that have accepted the offer during the regular acceptance period (i.e. until 6 October 2022) will be able to trade their tendered shares as from the 6th trading day after the end of the acceptance period (i.e. from 14 October 2022) until the 3rd trading day before the Settlement.
A dedicated website (www.Vienna-Airport-Share-Offer.at) has been set up for the offer, where shareholders can find the offer document, the amended offer document and other information about the offer, Airports Group Europe, IFM GIF and IFM Investors. The offer document can also be found on the Flughafen Wien AG website (www.viennaairport.com) and the Takeover Commission website (www.takeover.at).
The offer document is also available free of charge as a printed document at the corporate seat of UniCredit Bank Austria AG, acting as the receiving and payment agent, Rothschildplatz 1, 1020 Vienna, during normal office hours.
The offer can be accepted in Austria, the United States of America and by Relevant Persons (as defined in the offer) in the United Kingdom.
Nomura is acting as financial advisor while E+H Rechtsanwälte GmbH is acting as Austrian legal advisor to Airports Group Europe.
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About Airports Group Europe
Airports Group Europe is a limited liability company registered in Luxembourg under B 167449.
About IFM GIF
IFM Global Infrastructure Fund (“IFM GIF”) is an independently managed open-ended global infrastructure investment fund.
IFM GIF’s investors include a diverse range of pension funds and institutional investors across the UK, Europe, Australia, the US, Canada and Asia. IFM GIF has a 17-year track record investing in assets around the world with 20 current portfolio investments spanning airports, seaports and toll roads, as well as energy, water and telecommunication assets (as at 30 June 2022).
IFM GIF’s airport experience includes investments in Flughafen Wien Group (Vienna, Malta and Košice airports), Manchester Airports Group (Manchester, London Stansted and East Midlands airports) and Sydney Airport.
IFM GIF is advised by IFM Investors Pty Limited ("IFM Investors").
About IFM Investors
IFM Investors was established more than 25 years ago by not-for-profit Australian pension funds, in partnership with the Australian trade union movement, with the aim of protecting and growing the long-term retirement savings of 120 million working people around the world, including caregivers, teachers, construction workers and hospitality workers.
IFM Investors is one of the largest global infrastructure investment managers with more than €61 billion (as at 30 June 2022) invested across a range of infrastructure assets.
Throughout the past 8 years as a major shareholder of Vienna International Airport, IFM GIF has proven to be a reliable and trustworthy investor and partner. During this time, we have dependably supported the strategy and the work of the management and have provided advice based on our international expertise.
We have significant experience in working alongside municipalities and public entities as manager or advisor in investments across 17 different airports in Australia, the United Kingdom, Austria, Malta, Slovakia and Latin America.