More information

Extended Acceptance Period ends on 8 February 2023

Vienna Airport (VIE) shareholders can now accept, if they wish to do so, the Offer to purchase shares made by Airports Group Europe S.à r.l. (Airports Group Europe), an indirect subsidiary of IFM Global Infrastructure Fund (IFM GIF). The Offer price implies a premium of 29.3% compared to the closing price of the last trading day prior to announcement of the Offer on 13 June 2022.

This will be the last opportunity for shareholders to accept the voluntary partial offe

Key dates for the Offer

Full details of how to accept the Offer are contained in the amended Offer Document.

  • Start of Extended Acceptance Period: 26 January 2023
  • End of Extended Acceptance Period 8 February 2023 until 5:00pm Vienna time

Frequently Asked Questions

Who is Airports Group Europe S.à r.l. (Airports Group Europe)?

Airports Group Europe is a limited company registered in Luxembourg under B 167449. It is an indirect subsidiary of IFM Global Infrastructure Fund.

IFM Global Infrastructure Fund (IFM GIF) is open-ended global infrastructure investment fund. IFM GIF’s investors include a diverse range of pension funds and institutional investors across the UK and Europe, Australia, the US, Canada and Asia. IFM GIF has a seventeen-year track record investing in assets around the world with 22 current portfolio investments spanning airports, seaports and toll roads, as well as energy, water and telecommunication assets (as at 30 September 2022).

IFM GIF’s airport experience includes investments in Flughafen Wien Group (Vienna, Malta and Košice airports), Manchester Airports Group (Manchester, London Stansted and East Midlands airports) and Sydney Airport. IFM GIF ist seit 8 Jahren Großaktionär des Flughafen Wiens.

IFM Investors was established more than 25 years ago by not-for-profit Australian pension funds, in partnership with the Australian trade union movement, with the aim of protecting and growing the long-term retirement savings of 120 million working people around the world, including caregivers, teachers, construction workers and hospitality workers.

IFM Investors is one of the largest global infrastructure investment managers with more than EUR 64 billion (as at 30 September 2022) invested across a range of infrastructure assets.

Throughout the past 8 years IFM has dependably supported the strategy and the work of the management Vienna International Airport and has provided advice based on our international expertise.

We have significant experience in working alongside municipalities and public entities as manager or advisor in investments across 17 different airports in Australia, the United Kingdom, Austria, Malta, Slovakia and Latin America

We believe investing for the long-term means addressing climate change risk, ensuring constructive labour relations, building diverse and inclusive workplaces and meeting the expectations of the communities where we invest. We champion these ideals by actively engaging with the companies in which we invest and we believe this enhances their productive capacity, net performance and market reputation, while minimising long-term investment risk.  (See IFMinvestors.com for more information.)

More information: section 2.1 – 2.6 Chapter 2. of the amended Offer Document

Why is Airports Group Europe making this Offer

Despite the difficult economic situation for the aviation industry, we believe in the strong fundamentals of the Vienna Airport and in Austria as a place to invest.

As a shareholder for over eight years, we decided to acquire additional shares and can offer an attractive price for Flughafen Wien to all selling shareholders, considering the continued high levels of uncertainty for the aviation industry. We also believe that the Offer is a liquidity event for shareholders to sell their shares in an otherwise relatively illiquid stock at an attractive price.

We remain committed to working with all stakeholders of Flughafen Wien and to supporting the management in the interests of local communities, passengers, airline customers, employees and the broader economy.

More information: Section 8 of the amended Offer Document

What is the deadline to accept the Offer?

The Extended Acceptance Period started on 26 January 2023 and will end at 5:00pm (Vienna time) on 8 February 2023.

This will be the last opportunity for shareholders to accept this voluntary partial offer.

For shareholders that elect to sell their shares, the Offer price will be paid in full within 10 trading days after the expiry of the Extended Acceptance Period, i.e. until 22 February 2023 at the latest.

What are the Offer conditions?

The conditions precedent were fulfilled. The Offer does not have any conditions remaining. The Offer is unconditionally binding.

What are the specifics of the transaction?

Shareholders of Vienna Airport (VIE) can accept the Offer during the Extended Acceptance Period, which ends on 8 February 2023.

For shareholders that elect to accept the Offer, the Offer price will be paid in full within 10 trading days after the expiry of the Extended Acceptance Period, i.e. until 22 February 2023 at the latest.

We recommend that shareholders that would like to sell their shares under the terms of the Offer contact their Depository Bank as soon as possible. Shareholders can accept the Offer by providing a written declaration of acceptance, addressed to their Depository Bank.

When will shareholders who sell their shares be paid?

We recommend that shareholders that would like to sell their shares under the terms of the Offer contact their Depository Bank as soon as possible. Shareholders can accept the Offer by providing a written declaration of acceptance, addressed to their Depository Bank.

For shareholders that elect to accept the Offer, the Offer price will be paid in full within 10 trading days after the expiry of the Extended Acceptance Period, i.e. until 22 February 2023 at the latest.

Why did Airports Group Europe increase the Offer Price?

The Offer price of EUR 33.00 per share is increased to EUR 34.00 per share cum dividend in response to revised guidance from Flughafen Wien AG since the offer was announced.

The increased offer price corresponds to a premium of 29.3% compared to the closing price of the last trading day prior to the announcement that Airports Group Europe increased its shareholding to over 40% (10 June 2022).

Will Airports Group Europe improve the offer price or amend the offer again?

This is Airports Group Europe’s “best and final price” and continues to represent an attractive premium for shareholders, considering the continued high levels of uncertainty for the aviation industry and European markets. Moreover, a further amendment of the Offer, as well as an improvement of the Offer price, is no longer possible under the Austrian Takeover Act.

Will the Vienna Airport cease to be a publicly listed stock?

The Offer does not itself trigger a delisting. However, a delisting from the Official Market of the Vienna Stock Exchange is mandatory if the legal listing requirements according to § 40 Stock Exchange Act (in particular the legal minimum free float of 2%) are no longer met. In this case, the Wiener Börse AG would be obliged to assess, whether the listing of Flughafen Wien AG to the Vienna Stock Exchange should be revoked ex officio based on the circumstances of the individual case, including with regard to the remaining free float in the shareholder base. Further developments will therefore depend on how many shareholders accept the Offer and how Wiener Börse AG subsequently assesses the legal situation, which we cannot anticipate.

More information: Section 8.3 of the amended  Offer Document.

Will there be any changes to Vienna Airport?

Airports Group Europe is not seeking and will not obtain control of Vienna Airport under this Offer. IFM GIF is a long-term investor that is supportive of the development of its portfolio companies. Airports Group Europe will continue to exercise its rights as a shareholder at its own discretion, but will remain committed to working with all stakeholders and to support the management in continuing its strategy for Vienna Airport in the interests of local communities, passengers, airline customers, employees and the broader economy.

More information: Section 8.1 and 8.2 of the amended Offer Document.