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"). Capitalized terms used herein have the meaning ascribed to them in the Offer.
Pursuant to §§ 91 et seq BörseG (Austrian Stock Exchange Act), the Bidder hereby notifies that in total 7,635,797 Shares have been tendered into the Offer until the end of the Acceptance Period; the Offer is therefore oversubscribed in accordance with Clause 6.12 of the Offer. Pursuant to § 20 ÜbG all duly submitted declarations of acceptance can therefore only be considered by approximately 82.2%. The Bidder will therefore in total acquire 6,279,000 Shares in Flughafen Wien Aktiengesellschaft; this corresponds to 29.9% of the voting rights. The Settlement (i.e. payment of the Offer Price against simultaneous transfer of the Shares) will take place no later than Tuesday, 23 December 2014. This is the relevant date on which the Bidder will reach and exceed the 15%, 20% and 25% reporting thresholds.
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 within the meaning of the Austrian Takeover Act, 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. 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 cited parties.
Luxembourg, 19 December 2014