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Ad-Hoc announcement of Flughafen Wien AG: Public offer by IFM Global Infrastructure Fund for an increase of 10 % to up to
39.9% in their stake of the share capital in Flughafen Wien AG
Flughafen Wien AG announces that it has been informed about IFM Global Infrastructure Fund’s intention to make a public offer for an increase of 10 % to up to 39.9% in their stake of the share capital in Flughafen Wien AG today:
“IFM Global Infrastructure Fund: Public Offer to increase minority stake in Vienna Airport (Flughafen Wien AG)
The IFM Global Infrastructure Fund ("IFM GIF") intends to launch a voluntary public offer pursuant to section 4 et seq of the Austrian Takeover Act (Übernahmegesetz) to increase its non-controlling minority stake by up to 10.0% to up to 39.9% of the share capital in Vienna Airport (Flughafen Wien AG) (ISIN AT0000911805) through its indirect subsidiary, Airports Group Europe S.à r.l. ("Airports Group Europe"). Airports Group Europe acquired its non-controlling stake of 29.9% in Vienna Airport (Flughafen Wien AG) by means of a public voluntary offer pursuant to section 4 et seq of the Austrian Takeover Act in 2014. The vast majority of investors in IFM GIF are institutional pension funds investing on behalf of millions of individual workers, spread over multiple jurisdictions including Australia, the United Kingdom, Continental Europe, the United States and Canada. The principal advisor of IFM GIF is IFM Investors Pty Limited ("IFM Investors").
The price per share will amount to EUR 100 (one hundred Euro) and represents a premium of 20.9% over the closing share price of Friday, March 11, 2016 and a premium of 24.2% over the 1-month volume-weighted average price (VWAP). To the knowledge of Airports Group Europe, the State of Lower Austria and the City of Vienna, acting as a syndicate, together hold 40.0% of the share capital of Vienna Airport (Flughafen Wien AG), which exempts Airports Group Europe and any other person from the obligation to launch a mandatory takeover offer pursuant to section 22 of the Austrian Takeover Act provided that such person does not hold more voting rights than the syndicate shareholders (section 24 of the Austrian Takeover Act), even if the control threshold of 30.0% is exceeded. The offer will be published in accordance with the Austrian Takeover Act provided that the publication is not prohibited by the Takeover Commission. The offer will also be acceptable in the United States. This announcement neither constitutes an offer of shares nor a solicitation or invitation to offer shares in Vienna Airport (Flughafen Wien AG). Nomura is acting as financial advisor and Eisenberger & Herzog Rechtsanwalts GmbH is acting as Austrian legal advisor to Airports Group Europe.”
„IFM’s decision surprised us.“ states Günther Ofner, CFO of Flughafen Wien AG and adds “For the time being we cannot comment on this, as the Austrian Takeover Act requires us to publish a detailed written statement including our recommendation to accept or reject the offer, once the offer officially published.”
For additional information contact:
Corporate Communications at Flughafen Wien AG
Stephan Klasmann (+43-1-) 7007-23333, s.klasmann@viennaairport.com
Press Office:
Peter Kleemann (+43-1-) 7007-23000, p.kleemann@viennaairport.com
Clemens Schleinzer (+43-1-) 7007-22399, c.schleinzer@viennaairport.com
Stefanie Tomanek (+43-1-) 7007-26939, s.tomanek@viennaairport.com
Investor Relations:
Judit Helenyi (+43-1-)7007-23126, j.helenyi@viennaairport.com
Mario Santi (+43-1-) 7007-22826, m.santi@viennaairport.com
www.viennaairport.com
Flughafen Wien AG announces that it has been informed about IFM Global Infrastructure Fund’s intention to make a public offer for an increase of 10 % to up to 39.9% in their stake of the share capital in Flughafen Wien AG today:
“IFM Global Infrastructure Fund: Public Offer to increase minority stake in Vienna Airport (Flughafen Wien AG)
The IFM Global Infrastructure Fund ("IFM GIF") intends to launch a voluntary public offer pursuant to section 4 et seq of the Austrian Takeover Act (Übernahmegesetz) to increase its non-controlling minority stake by up to 10.0% to up to 39.9% of the share capital in Vienna Airport (Flughafen Wien AG) (ISIN AT0000911805) through its indirect subsidiary, Airports Group Europe S.à r.l. ("Airports Group Europe"). Airports Group Europe acquired its non-controlling stake of 29.9% in Vienna Airport (Flughafen Wien AG) by means of a public voluntary offer pursuant to section 4 et seq of the Austrian Takeover Act in 2014. The vast majority of investors in IFM GIF are institutional pension funds investing on behalf of millions of individual workers, spread over multiple jurisdictions including Australia, the United Kingdom, Continental Europe, the United States and Canada. The principal advisor of IFM GIF is IFM Investors Pty Limited ("IFM Investors").
The price per share will amount to EUR 100 (one hundred Euro) and represents a premium of 20.9% over the closing share price of Friday, March 11, 2016 and a premium of 24.2% over the 1-month volume-weighted average price (VWAP). To the knowledge of Airports Group Europe, the State of Lower Austria and the City of Vienna, acting as a syndicate, together hold 40.0% of the share capital of Vienna Airport (Flughafen Wien AG), which exempts Airports Group Europe and any other person from the obligation to launch a mandatory takeover offer pursuant to section 22 of the Austrian Takeover Act provided that such person does not hold more voting rights than the syndicate shareholders (section 24 of the Austrian Takeover Act), even if the control threshold of 30.0% is exceeded. The offer will be published in accordance with the Austrian Takeover Act provided that the publication is not prohibited by the Takeover Commission. The offer will also be acceptable in the United States. This announcement neither constitutes an offer of shares nor a solicitation or invitation to offer shares in Vienna Airport (Flughafen Wien AG). Nomura is acting as financial advisor and Eisenberger & Herzog Rechtsanwalts GmbH is acting as Austrian legal advisor to Airports Group Europe.”
„IFM’s decision surprised us.“ states Günther Ofner, CFO of Flughafen Wien AG and adds “For the time being we cannot comment on this, as the Austrian Takeover Act requires us to publish a detailed written statement including our recommendation to accept or reject the offer, once the offer officially published.”
For additional information contact:
Corporate Communications at Flughafen Wien AG
Stephan Klasmann (+43-1-) 7007-23333, s.klasmann@viennaairport.com
Press Office:
Peter Kleemann (+43-1-) 7007-23000, p.kleemann@viennaairport.com
Clemens Schleinzer (+43-1-) 7007-22399, c.schleinzer@viennaairport.com
Stefanie Tomanek (+43-1-) 7007-26939, s.tomanek@viennaairport.com
Investor Relations:
Judit Helenyi (+43-1-)7007-23126, j.helenyi@viennaairport.com
Mario Santi (+43-1-) 7007-22826, m.santi@viennaairport.com
www.viennaairport.com
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