Universal Registration Document 2022
BUS I NESS OVERV I EW FOR THE YEAR 2022 AND FORWARD - LOOK I NG I NFORMAT I ON 5 RECENT EVENTS
5 . 5 RECENT EVENTS
SIGNIFICANT CHANGE IN FINANCIAL OR BUSINESS SITUATION SINCE 31 DECEMBER 2022 EVENTS OCCURING AFTER THE BOARD OF DIRECTORS 16 FEBRUARY 2023
The significant events that occurred between 16 February 2023 and the date of filing of this universal registration document are presented above.
Significant events occurring between the closing date of fiscal year 2022 and 16 February 2023, the date on which the financial statements are approved by the Board of Directors, are mentioned in note 17 to the consolidated financial statements in chapter 6.
PRECISIONS FOLLOWING THE ANNOUNCEMENT MADE ON MONDAY 9 JANUARY 2023, BY THE FRENCH COMPETITION AUTHORITY
During this process, the food and beverage activities in Paris will continue to be operated not only through Extime Food & Beverage Paris, operating c.30 sales points in Paris Charles de Gaulle and Paris-Orly Airports, but also by other operators, including EPIGO joint-venture implemented in 2016. In the meantime, Groupe ADP and its partner SPP will continue to discuss with the Authority concerning the elements demonstrating the expected effects of the transaction for passengers and the benefits that will result in terms of pricing management and quality of service. As reminded by the French Competition Authority in its press release, the opening of this procedure does not presume the existence of possible competition problems, nor the outcome of this procedure. In any event, should this project not be implemented in the form envisaged here, Groupe ADP will retain full control of its commercial system in order to adapt it to passenger demand and contribute to the achievement of its profitable growth objectives.
French Competition Authority has announced, on Monday, 9 January 2023, the opening of an in-depth examination phase in the context of the proposed sale of by Aéroports de Paris (“Groupe ADP”) of a 50% stake in Extime Food & Beverage Paris to Select Service Partner (“SSP”). In its 10 January 2023, presse release, Groupe ADP specified that the joint venture model is commonly used by many airports around the world, and that the Groupe ADP itself has been using it for more than a decade. By relying on the expertise of an industrial partner, this model has contributed to the development of the Group’s various retail and food & beverage activities. In this context, Groupe ADP had launched a call for tenders in April 2021 to seek a co-shareholder in Extime Food & Beverage Paris. Select Service Partner (SSP) was chosen at the end of this procedure with the aim of acquiring, subject to the authorization of the competition authority, 50% of the capital of Extime Food & Beverage Paris along Aéroports de Paris (see press release of 25 October 2021).
GROUPE ADP AND GMR ENTERPRISES (GMR-E) 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), announced on 19 March 2023 the signature of a Framework Agreement signed between Groupe ADP, GIL, GAL, GMR-E 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 Asia. As provided for in the Framework Agreement signed 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 fol lowing characteristics: ◆ Groupe ADP would hold 45.7% economic interest in New GIL , according to independent valuation exercises and supported by fairness opinions; ◆ earnouts and ratchets 1 contracted between Groupe ADP and GIL upon the acquisition of the stake in GAL by Groupe ADP in 2020, would be fully settled;
1 Upon Groupe ADP’s acquisition of its 49% stake in GAL, completed in two stages in February and July 2020, Groupe ADP granted GIL earn-out clauses, conditional upon the achievement of certain performance targets of GMR Airports’ activities by 2024, as well as certain ratchets, conditioned to the occurrence of certain commercial and regulatory events by 2024, allowing GIL to receive up to respectively €126 million and 8.2% of the capital.
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 2022
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