EANS-Voting Rights: Flughafen Wien AG
Publication of an Announcement after
art. 93 BörseG with the objective of Europe-web publication
--------------------------------------------------------------------------------
Notification of voting rights transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
--------------------------------------------------------------------------------
Release according to article 93 BörseG with the aim of a Europe-wide
distribution
Person/company obliged to make the notification:
-----------------------------------
Name: Flughafen Wien AG
Place: A-1300 Wien-Flughafen
State: Österreich
Flughafen Wien AG: Announcement in accordance with § 91 of the Austrian Stock
Exchange Act
Today, on November 28 2014, Flughafen Wien AG has been informed by Airports
Group Europe S.à r.l. as follows:
"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 seqof 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 aliasubject 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").
Capitalized terms used herein have the meaning ascribed to the in the Offer.
In the context of the Offer, Airports Group Europe hereby notifies pursuant to
§§ 91 et seqof the Austrian Stock Exchange Act (BörseG) that it has, on 27
November 2014, obtained an irrevocable undertaking from certain shareholders
pursuant to which such shareholders undertake to tender in total 1,452,957
Shares into the Offer, corresponding to approximately 6.92% of the voting rights
in Flughafen Wien Aktiengesellschaft, provided that (i) the Offer Price has been
improved to at least EUR 82 (Euro eighty two) cum dividend2014 per Offer Share
and (ii) the Minimum Acceptance Threshold has been waived. The undertaking
terminates if the improvement has not been (i) filed by Airports Group Europe to
the Austrian Takeover Commission prior to Monday, 1th December 2014 23:59 CET,
or (ii) published by inter aliathe Austrian Takeover Commission in accordance
with applicable law prior to Friday, 5th December 2014 17:35 CET. Further,
Airports Group Europe has been informed that in total 286,987 Shares have been
tendered into the Offer so far, corresponding to approximately 1.37% of the
voting rights in Flughafen Wien Aktiengesellschaft.
Pursuant to §§ 91 et seqBörseG Airports Group Europe will at the Settlement of
the Offer thus acquire at least in total 1,739,944 Shares in Flughafen Wien
Aktiengesellschaft corresponding to approximately 8.29% of the voting rights,
and will thereby exceed the 4% and 5% reporting thresholds, provided the Offer
is successful.
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, 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
within the meaning of the Austrian Takeover Act. This public announcement
pursuant to §§ 91 et seqBörseG is thus made by Airports Group Europe in its own
name and on behalf of the above cited parties.
Vienna, 28 November 2014"
Further inquiry note:
end of announcement euro adhoc
--------------------------------------------------------------------------------
issuer: Flughafen Wien AG
Postfach 1
A-1300 Wien-Flughafen
phone: +43 1 7007 - 22826
FAX: +43 1 7007 - 23806
mail: investor-relations@viennaairport.com
WWW: http://viennaairport.com/unternehmen/investor_relations
sector: Transport
ISIN: AT0000911805
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English
Original content of: Flughafen Wien AG, transmitted by news aktuell