The agreements between partners at Heathrow may leave Ferrovial trapped in the shareholding of the London airport. The Spanish-Dutch company – managed in Spain and based in the Netherlands – announced at the end of November an agreement to sell 25% of the capital for just over 2.7 billion euros, but now several partners in the infrastructure have resorted to their “right “accompanying” and claim to jointly sell another 35% to the same buyer.
In a note sent to the National Securities Market Commission (CNMV), Ferrovial acknowledges that now “there is no certainty that the operation will be closed.” The sale of his stake in Heathrow, he explains, is conditional on what is known as tag-along rigth, by which one shareholder can join the divestment undertaken by another.
Ferrovial sources do not inform about the partners of the company that owns Heathrow who also want to sell at the same price and bidder. The company simply explains that there are more than one and that “different options” are being analyzed to resolve the issue.
Ferrovial has an agreement for the sale of its 25% with the French investment firm Ardian and the Saudi sovereign fund Public Investment Fund (PIF), the same one that, through Saudi Telecom, has bought 5% of Telefónica and keeps parked another 4.9% to reach 9.9%. In August 2022, Ferrovial already received expressions of interest from these two shareholders.
If Ardian and PIF were going to buy 25% for 2.7 billion, now they will have to do the math again and calculate whether it is worth it to take over 60% for around 6.5 billion euros.
For practical purposes, the move may make Saudi Arabia a controlling shareholder in Heathrow. Ferrovial indicates in the statement to the CNMV that the transaction is also conditional on the “applicable regulatory conditions.”
Among the partners accompanying Ferrovial at Heathrow is Qatar, and since the operation was announced, doubts had arisen about the coexistence between the Arab country and Saudi Arabia in the shareholding.
Qatar Investment Authority has 20% of the capital, compared to 12.6% of the Canadian Caisse de dépôt et placement du Québec, 11.2% of the Singapore sovereign fund, 11.18% of the Australian Retirement Trust pension fund , 10% from China Investment Corporation and 10% from Universities Superannuation Scheme.
Heathrow is the largest airport in the United Kingdom and at times in Europe. Ferrovial took over 55.87% of its capital in 2006 and, six years later, it first divested 10.6%, which it sold to the Qatar fund, and then another 5%, until it gradually reduced the stake to 25% current.
When announcing the operation, the company did not inform about the right of accompaniment, but it did inform about another right, that of first refusal, that is, the one that allows the current partners to preempt Ardian and Saudi Arabia and buy the participation. That would have given Qatar or China the possibility of increasing shareholding, which, as has become clear today, they do not want.
