SYDNEY, AUSTRALIA: Sydney Airport has received 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 A$8.25 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 (formerly the Board of Trustees of the State Public Sector
Superannuation Scheme) as trustee for QSuper (formerly the State Public Sector Superannuation Scheme) and Global Infrastructure Management, LLC (on behalf of its managed and advised clients and funds).

Sydney Airport has appointed Barrenjoey and UBS as its financial advisers and Allens as its legal adviser.

The Sydney Airport Boards have commenced an assessment of the proposal.

The Sydney Airport Boards note that Sydney Airport is a world class airport and one of Australia’s most important infrastructure assets. Sydney Airport is Australia’s largest airport and is the gateway to international travel in and out of Australia.

The Indicative Proposal has been made during a global pandemic which has deeply affected the aviation industry and the Sydney Airport security price.

According to a news release, the indicative price is below where Sydney Airport’s security price traded before the pandemic. The Boards are undertaking detailed analysis of, amongst other things, whether the proposal is reflective of the underlying value of the airport given its long-term remaining concession and the expected short-term impact of the pandemic.

One of the conditions is that the UniSuper Ltd, 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 (rather than receiving
the cash consideration under the schemes).