Change in voting rights
PUBLIC ANNOUNCEMENT PURSUANT TO §§ 91 ET SEQ OF THE AUSTRIAN STOCK EXCHANGE ACT
Airports Group Europe S.à r.l., a limited liability company domiciled in the Grand Duchy of Luxembourg (B 167449) ("Airports Group Europe") published a public voluntary offer pursuant to §§ 4 et seq of the Austrian Takeover Act (Übernahmegesetz) for up to 6,279,000 shares with voting rights issued in Flughafen Wien Aktiengesellschaft, admitted for trading on the Official Market of the Vienna Stock Exchange under ISIN AT0000911805 (the "Shares") on 7 November 2014, corresponding to up to 29.9% of the voting rights (the "Offer"). The Offer is inter alia subject to the conditions precedent that until the end of the acceptance period Airports Group Europe shall have received declarations of acceptance for at least 4,200,000 shares, corresponding to 20% of the total share capital of Flughafen Wien AG (the "Minimum Acceptance Threshold"). Capitalized terms used herein have the meaning ascribed to them in the Offer.
In the context of the Offer, Airports Group Europe hereby notifies pursuant to §§ 91 et seq of the Austrian Stock Exchange Act (BörseG) that it has today obtained further irrevocable undertakings from certain Shareholders pursuant to which such Shareholders undertake to tender in total 1,034,441 Shares into the Offer, corresponding to approximately 4.93% of the voting rights in Flughafen Wien Aktiengesellschaft, provided that (i) the Offer Price has been improved to at least EUR 82 (Euro eighty two) cum dividend 2014 per Offer Share and (ii) the Minimum Acceptance Threshold has been waived. The undertaking terminates if the improvement has not been (i) filed by Airports Group Europe to the Austrian Takeover Commission prior to Monday, 1 December 2014 23:59 CET, or (ii) published by inter alia the Austrian Takeover Commission in accordance with applicable law prior to Friday, 5 December 2014 17:35 CET.
Together with the 1,739,944 Shares, corresponding to approximately 8.29% of the voting rights, Airports Group Europe has notified pursuant to §§ 91 et seq BörseG earlier today, Airports Group Europe will, at the Settlement of the Offer, thus acquire at least in total 2,774,385 Shares in Flughafen Wien Aktiengesellschaft corresponding in total to approximately 13.21% of the voting rights, and will thereby exceed the 10% reporting threshold, provided the Offer is successful.
Airports Group Europe is a wholly owned subsidiary of IFM Luxembourg No. 2 S.à r.l., a limited liability company established under the laws of the Grand Duchy of Luxembourg ("IFM Luxembourg"). The sole legal owner of IFM Luxembourg is Codan Trust Company (Cayman) Limited, a company established under the laws of and with its corporate seat in the Cayman Islands ("Codan Trust"). Codan Trust holds all shares in IFM Luxembourg as trustee for IFM Global Infrastructure Fund, a multi-series unit trust organized under the Mutual Funds Law of the Cayman Islands under License Number 611295 with its seat in the Cayman Islands ("IFM GIF").
IFM GIF is advised by IFM Investors Pty Limited as principal advisor. IFM Investors Pty Limited is a private limited liability company, established under the laws of Australia, with its corporate seat in Melbourne, Australia, registered in the Australian company register under 107 247 727 ("IFM Investors"). IFM Investors is a wholly owned subsidiary of IFM Holdings Pty Limited (regulated by the Australian Securities and Investments Commission), with Australian company number 135 448 225. IFM Holdings Pty Limited is itself a wholly owned subsidiary of Industry Super Holdings Pty Limited (regulated by the Australian Securities and Investments Commission), with Australian company number 119 748 060. Industry Super Holdings Pty Limited is wholly-owned by 30 Australian not-for-profit pension funds that are regulated by the Australian Prudential Regulation Authority. None of the 30 Australian not-for-profit pension funds holds a controlling interest in Industry Super Holdings Pty Limited.
Applying the rule of common control pursuant to § 92 BörseG, the respective voting rights are, as parties acting in concert with Airports Group Europe, also attributable to IFM Luxembourg as well as to Codan Trust, IFM GIF, IFM Investors, IFM Holdings Pty Limited and Industry Super Holdings Pty Limited within the meaning of the Austrian Takeover Act. This public announcement pursuant to §§ 91 et seq BörseG is thus made by Airports Group Europe in its own name and on behalf of the above cited parties.
Vienna, 28 November 2014