Sydney Kingsford Smith Airport received (05-Jul-2021) an unsolicited, indicative, conditional and non binding proposal from a consortium of infrastructure investors to acquire, by way of scheme of arrangement and trust scheme, 100% of the stapled securities in Sydney Airport at an indicative price of AUD8.25 cash per stapled security. The Consortium comprises IFM Investors (Nominees) Limited as trustee for IFM Australian Infrastructure Fund, Conyers Trust Company (Cayman) Limited as trustee for IFM Global Infrastructure Fund, QSuper Board as trustee for QSuper and Global Infrastructure Management LLC (on behalf of its managed and advised clients and funds). Sydney Airport appointed Barrenjoey and UBS as its financial advisers and Allens as its legal adviser. The Sydney Airport Boards commenced an assessment of the proposal. The Indicative Proposal has been made on the basis of a number of conditions, including:
- UniSuper, which holds approximately 15% of Sydney Airport’s total securities, agreeing that it would reinvest its equity interest in Sydney Airport for an equivalent equity interest in the Consortium’s holding vehicle;
- Provision by Sydney Airport of due diligence, and, if provided, satisfactory completion of that due diligence by the Consortium;
- Approval from each of the investment committees of the Consortium members;
- A unanimous recommendation by the Sydney Airport Boards that Securityholders vote in favour of the schemes of arrangement in the absence of a superior proposal, subject to an independent expert concluding that the Indicative Proposal is in the best interests of Securityholders;
- Entry into a mutually acceptable scheme implementation deed between Sydney Airport and a company owned by the Consortium members.