GMR Airports Infrastructure to be merged with GMR Airports Limited

To Raise EUR 331 mn from Aéroports de Paris SA through 10-year FCCB


New Delhi: GMR Airports Infrastructure Limited (GIL) on Sunday announced that its Board has approved the Composite Scheme of Amalgamation and Arrangement of GMR Airports Limited (GAL) with GIL.

As per the arrangement, GAL, the existing Airport Platform unlisted entity, will merge with GIL, the listed company. GIL will continue as the listed public entity, post completion of the Merger. GIL and Groupe ADP will settle the cash earnouts to GIL at INR 550 Cr and the equity earnouts whereby GIL’s stake in GAL increases to 55% (pre-merger) from 51%. GIL will raise EUR 331 mn (INR 2,900 Cr) from Groupe ADP through a 10-year 6.76% p.a. coupon (Simple Interest) FCCBs due in 2033. The coupon on FCCBs will be accrued till the end of the tenure. The conversion price is INR 43.67/- which is 10% premium to the FCCB regulatory floor price under the FCCB Scheme.

Immediately upon completion of the merger, GMR Group will remain as the single largest shareholder of GIL, with GMR Group owning 33.7%, Groupe ADP holding 32.3% and Public holding 34.0% respectively of the paid up equity share capital. This is achieved through categorizing Groupe ADP’s shareholding in Merged GIL into two instruments (i) Ordinary equity shares, and (ii) Optionally Convertible Redeemable Preference Shares (OCRPS). Post completion of merger, GMR Group would continue to have management control over Merged GIL while Groupe ADP will be categorized as co-promoters of GIL and have commensurate Board representation.

The merger is expected to be completed within FY24 following completion of all relevant approvals.
Mr. GM Rao, Chairman, GMR Group said, “We welcome Groupe ADP, our strategic partner to the listed entity. Merger signifies a transformative event and will be value enhancer for all the stakeholders including shareholders, employees and for the aviation industry. Our strong partnership with Groupe ADP emanating from combined resources and expertise will enable the Company to capture fast growing airport business opportunities and maintaining our leadership position in the airport business”.

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