Aéroports de Paris - Groupe ADP and GMR Enterprises enter into agreement to form an airport holding company listed on Indian Stock Exchanges by the first half of 2024
March 19th 2023
Aéroports de Paris SA
Groupe ADP and GMR Enterprises enter into agreement
to form an airport holding company listed
on Indian Stock Exchanges by the first half of 2024
The Boards of Directors of Aéroports de Paris (Groupe ADP) and GMR Airports Infrastructure Ltd (GIL), both listed companies and co-shareholders of a respectively 49% and 51%-stake in the airport holding GMR Airports Ltd (GAL), have approved the execution of a Framework Agreement1 initiating the process aiming at a merger between GIL and GAL in the first half of 2024 ("New GIL").
The contemplated merger, will allow Groupe ADP to become shareholder of an airport company listed on BSE Limited and National Stock Exchange of India Limited ("Indian Stock Exchanges"), as contemplated when acquiring its stake in GAL in 2020. This operation will:
- Simplify and clarify the capital structure of the airport holding company;
- Fully reveal the value of GAL and provide liquidity to the stake held by Groupe ADP;
Make New GIL a more agile development platform to capture new opportunities in India and South-East
"Three years after our acquisition of a stake in the Indian group GMR Airports, a new step in our presence in Asia commences today. The operation launched today will reveal the value of our stake through an airport company listed on the Indian Stock Exchanges. This operation will enable us to fully seize the development opportunities of the Indian airport market in the coming years. With TAV Airports, a group listed in Turkey, and GMR Airports, to become listed in India by mid-2024, Groupe ADP, itself listed in Paris, will hold a unique position in the airport industry. It is thus initiating an original model for financing its development. As a multi-local global player, Groupe ADP pursues its ambition to create value for all stakeholders and puts decarbonization of its operations as a common objective for all its airport platforms." stated Augustin de Romanet, Chairman and CEO of Groupe ADP
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As provided for in the Framework Agreement signed today and subject to the approval of the creditors and shareholders of GIL and GAL and of the required regulatory approvals, GAL and GIL would merge in the first half of 2024, forming an airport holding company listed on the Indian Stock Exchanges.
The Framework Agreement provides for the following characteristics:
- Groupe ADP would hold 45.7% economic interest in New GIL, according to independent valuation exercises and supported by fairness opinions;
- Earnouts and ratchets2 contracted between Groupe ADP and GIL upon the acquisition of the stake in GAL by Groupe ADP in 2020, would be fully settled;
- Residual contingent liabilities of GIL related to non-airport activities would be significantly reduced, allowing Groupe ADP to become shareholder of the listed entity with no exposure to such liabilities;
- Groupe ADP would be entitled, through a shareholder agreement, to extended rights in New GIL's governance, similar to those held currently in GAL, hence preserving its significant influence.
In detail, this operation aims at several strategic and financial objectives: