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Heathrow Airport deal expands to £3.26 billion
PIF, Ardian to increase stake to 37.6% after other shareholders exercise tag-along rights
Michael Marray 19 Jun 2024

Saudi Arabia’s Public Investment Fund (PIF) and infrastructure funds managed by French private equity investor Ardian are set to acquire a bigger stake in Heathrow Airport than announced last November, after other shareholders exercised their tag-along rights. 

Spanish infrastructure concern Ferrovial originally agreed to sell its entire 25% stake in FGP TopCo, parent company of Heathrow Airport Holdings, for £2.37 billion (US$3 billion). Ardian was to acquire 15% of the stake and PIF 10%.

Such transactions are subject to complying with right of first offer (Rofo) and full tag-along rights. In January 2024, other shareholders representing 35% of the share capital of TopCo elected to exercise their tag-along rights, beginning a new round of negotiations.  

Under the revised agreement, Ardian will now acquire 22.6% of TopCo while PIF will acquire 15%, through separate vehicles.  The combined 37.6% stake increases the value of the transaction to £3.26 billion.

Each of the sellers will sell a pro rata portion of their shares prior to the transaction, and remain as shareholders of TopCo. Following completion of the transaction, the sellers will retain 10% of TopCo. Out of this 10%, Ferrovial will hold a 5.25% stake.

It has not been announced which existing shareholders have agreed to sell some of their stakes. Along with Ferrovial (25%) the existing shareholders are Qatar Investment Authority (20%), CDPQ (12.62%) GIC of Singapore (11.2%), Australian Retirement Trust (11.18%), China Investment Corp (10%) and UK Universities Superannuation Scheme (10%).

Ferrovial became majority shareholder of Heathrow in 2006, acquiring a 55.87% stake. It sold an initial 10.6% stake to Qatar Holding in 2012, and eventually reduced its stake to 25% in 2013.

In 2023 Heathrow was the second-busiest airport in the world for international passenger traffic, behind Dubai International Airport and just ahead of Tokyo Haneda.

Ardian (formerly Axa Private Equity) has US$166 billion in assets under management or advisory.

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