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").
In accordance with § 91 of the Austrian Stock Exchange Act, Flughafen Wien AG was informed on December 1, 2014, that Silchester entered into an irrecoverable undertaking with Airports Group Europe to tender 1,452,957 shares in Flughafen Wien AG (representing ca. 6.92% of the voting rights in Flughafen Wien AG) 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.
In the event Silchester tenders 1,452,957 shares in Flughafen Wien AG into the offer, Silchesters voting rights would be reduced from 6.92% to Nil and thereby fall below the 4% threshold.
The irrecoverable undertaking terminates if the improvement has of the offer price 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.