Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 4 of Short Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 4

Description of the concentration

Under a sale and purchase agreement (SPA), Ferrovial S.A. (Ferrovial), Caisse de dépôt et placement du Québec (CDPQ) and Universities Superannuation Scheme (USS) agreed to sell in aggregate 37.62% in FGP Topco Limited (Target) to Ardian France S.A. (Ardian) acting through InfraEuropa SCA and the Public Investment Fund of Saudi Arabia (PIF) acting through Alrahala First Investment Company. Ardian will acquire c. 22.61% of the 37.62% stake available, while PIF will acquire the remaining c. 15.01% (the Transaction). The concentration is accomplished by way of purchase of shares, and the legal basis for notification is Article 3(1), point (b) and 3(4) of the Merger Regulation.

The SPA contemplates that, upon completion of the Transaction, Ferrovial would retain c. 5.25% of the ordinary shares in the Target, with CDPQ and USS retaining c. 2.65% and c. 2.10% of the ordinary shares in the Target respectively. Qatar Holding LLC (QH) will retain its 20% share of the Target, whereas the remaining three shareholders will each continue to hold a share smaller than 20%.

As a result of the Transaction, Ardian and QH will acquire joint control over Target within the meaning of Article 3(1)(b) of the Council Regulation (EC) No 139/2004 (EUMR).

Ardian is incorporated in France, ultimately controlled by Ardian Holding SAS, and active globally. It is a private equity business engaged in the provision of investment management services to a number of investment funds.

QH is incorporated in Qatar, ultimately controlled by the Qatar Investment Authority, and active globally. It is a global investment holding company, founded by the Qatar Investment Authority. It invests internationally in strategic private and public equity, as well as in other direct investments.

Target, through its subsidiaries, owns, manages and maintains Heathrow Airport in the United Kingdom, including runways, terminals, baggage systems, and other airport facilities, including the Heathrow Express rail service. It is incorporated in the United Kingdom and will be ultimately controlled by Ardian France S.A. and Qatar Holding LLC post-Transaction. FGP Topco Limited and its subsidiaries are only active in the United Kingdom.

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