Aéroports de Paris (ADP) Status Update summary

Merger completion and strategic rationale

• The merger of GMR Airports Infrastructure Limited (GIL) and GMR Airports Limited (GAL) is complete, creating New GIL, a listed pure-play airport company, simplifying the capital structure and providing direct ownership of airport assets to shareholders.

• Groupe ADP now holds a 45.7% economic interest in New GIL, valued at €6.3 billion based on pre-merger share price, a fivefold increase from the initial investment.

• Ordinary equity shares issued to Groupe ADP will be tradable on Indian stock exchanges within about a week.

• The new entity, with a strengthened balance sheet and access to capital markets, is positioned for agility and growth in the dynamic Indian aviation sector.

• GMR Group retains management control, while Groupe ADP gains extended governance rights, board representation, and key management appointments in the merged entity.

Financial and accounting impacts

• GIL's balance sheet was cleaned of non-airport liabilities, leaving only the FCCB (convertible bond) held by ADP as a material liability.

• The merger results in a non-cash, one-off negative accounting impact of €400–500 million in 2024, due to IFRS rules and the fair value of the FCCB.

• Upon FCCBs settlement (by 2033 at latest), a positive non-cash impact is expected on net income.

• Dividend policy remains at 60% payout with a €3 per share floor, protecting shareholders from the non-cash impact.

• The operation is considered highly value-accretive, with the market value of the stake now five times the acquisition price.

Governance and operational outlook

• Governance is balanced, with both major shareholders holding five board seats each and 10 independent directors, ensuring high governance standards.

• Three senior executive roles in New GIL are appointed by Groupe ADP, maintaining significant influence.

• GMR’s airport portfolio includes four operational airports and three under development, with strong expertise across the airport value chain.

• New GIL holds controlling stakes in major Indian and Indonesian airports, with further projects in India and Greece.

• Ongoing partnership projects between ADP and GMR focus on retail, innovation, and sustainability, with continued collaboration post-merger.