お知らせ • Dec 13
Public Investment Fund and infrastructure funds managed by Ardian completed the acquisition of 37.6% stake in FGP Topco Limited from Ferrovial SE (BME : FER).
Public Investment Fund and infrastructure funds managed by Ardian reached an agreement to acquire a 25% stake in FGP Topco Limited from Ferrovial SE (BME : FER) and certain other shareholders in Heathrow for £2.4 billion on November 28, 2023. As of June 14, 2024, Public Investment Fund and infrastructure funds managed by Ardian reached a new agreement to acquire a 37.6% stake in FGP Topco Limited from Ferrovial SE (BME : FER) for £3.3 billion. Pursuant to which Ferrovial and certain Tagging Shareholders will sell a pro rata portion of their shares in FGP Topco such that Ferrovial will remain as a shareholder with shares representing 5.25% of the issued share capital of FGP Topco. Following closing, PIF will own 10% and Ardian will own 15% stake in FGP alongside Qatar Investment 20%, Caisse de dépôt et placement du Québec holding 12.62%, GIC holding 11.2%, Australian Retirement Trust holding 11.18%, China Investment Corporation holding 10% and the UK’s Universities Superannuation Scheme holding 10%. Following the new sale, Ferrovial and the Tagging Shareholders selling at the same time as Ferrovial will, together, hold shares representing 10% of the issued share capital of FGP Topco. Ardian and PIF will hold shares representing c. 22.6% and c.15.0% respectively, through separate vehicles. Following completion of the acquisition, Ferrovial remains fully committed to advancing its airport business and investing in the sector, in which it holds a 50% share in Aberdeen, Glasgow and Southampton airports in the United Kingdom, a 60% in Dalaman Airport in Turkey and 49% in JFK Airport New Terminal One in New York. The transaction is subject to complying with ROFO and full tag-along rights which may be exercised by the other shareholders pursuant to the shareholders’ agreement and the articles of association of the company. The closing of the operation is also subject to compliance with the applicable regulatory conditions. In addition to disinvesting in Heathrow, Ferrovial also had to sell the Gatwick and Stansted airports, in London, and in Edinburgh (Scotland), to comply with the demands of the British competition authorities. The transaction is subject to complying with the right of first offer and full tag-along rights, which may be exercised by the other FGP Topco shareholders pursuant to the Shareholders’ Agreement and the Articles of Association of FGP Topco and is also subject to the satisfaction of applicable regulatory conditions. As such, there can be no certainty that the transaction entered into will complete. As of August 8, 2024, the European Commission has cleared under the EU Merger Regulation the acquisition of FGP Topco Limited stating the transaction is not expected to hurt competition, given the limited impact on the European Economic Area (EEA), as FGP Topco has no current or expected sales in the EEA.
Richard Evans, Dominic Long, Maeve Hanna, Charles Honée and Andrew Fincham of Allen & Overy acted as legal adviser to Ferrovial. RBC Capital Markets (Europe) GmbH, Paris Branch and BofA Securities acted as financial advisor to Ardian. J.P. Morgan acted as financial advisor to Ferrovial. Barclays PLC (LSE:BARC) acted as financial advisor to Public Investment Fund. The Goldman Sachs Group, Inc. (NYSE:GS) and Santander Global Corporate Banking acted as a financial advisor to Ardian. Javier Amantegui, Jonathan Dillon, Eleanor Burkin, Aniko Adam, Julia House, Richard Kalaher, Nicola Hemsley, William Winterton, James Bole, Rui Huo, Clare Burgess, Isabelle Cameron, Alis Pay, Ben Hatton, Clare Hoxey, Benjamin de Blegiers, Katerina Drakoularakou, Jason W. Parsont, Daniel García Juárez and Selman Ansari of Clifford Chance acted as a legal advisor to Ardian.
Public Investment Fund and infrastructure funds managed by Ardian completed the acquisition of 37.6% stake in FGP Topco Limited from Ferrovial SE (BME : FER) on December 12, 2024. Following satisfaction of applicable regulatory conditions, Ferrovial and the Tagging Shareholders have completed the sale of 37.62% of the share capital of FGP Topco whereby Ferrovial has sold 19.75% and the Tagging Shareholders have sold jointly 17.87% of the share capital of FGP Topco for £3.3 billion. As a result, Ferrovial now holds shares representing 5.25% and the Tagging Shareholders now jointly hold shares representing 4.75% of the share capital of FGP Topco. Ardian and PIF, through separate vehicles, hold shares representing c. 22.6% and c. 15.0% of the share capital of FGP Topco respectively. DLA Piper acted as legal advisor, KPMG provided financial due diligence, Infrata and NERA provided Traffic and Regulatory due diligence to Ardian.