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TAV Airports November 2024 Investor Bulletin is presented to our investors via the link.
TAV Ankara, which holds the concession to operate Ankara Esenboğa Airport until May 2050, has refinanced its short-term bridge loan with a €300 million, 13-year project finance facility with lower interest rate. A short term bridge loan was initially utilized to finance the investments related to the concession and the upfront rent payment during a period of high-interest rates to be able to refinance under more favorable conditions for longer term facilities.
Second coupon payment of the notes which was issued outside of Türkiye, was made on December 9, 2024.
TAV Airports October 2024 Investor Bulletin is presented to our investors via the link.
S&P Global Ratings (S&P) had assigned a credit rating of BB- for our Company and B+ for our Eurobond. The ratings have been confirmed by S&P.
The stable outlook for our Company has been revised to developing which means a change in both directions is possible.
S&P has reported that, the developing outlook reflects that the ratings could be lowered if sizeable upcoming debt maturities within certain subsidiaries, particularly in 50% owned Antalya, are not refinanced by the first quarter of 2025.
S&P has also reported that, the developing outlook signals that when this liquidity risk is lifted, there is a positive potential for TAV's ratings, supported by improved sovereign conditions and our Company's deleveraging efforts.
Both Antalya's and Ankara's initial debt financing was completed during a period of high interest rates. Due to this reason, the loans were obtained with short term maturities to be able to refinance under better conditions for longer term facilities. The maturity of the Antalya bridge loan is September 2025 and the maturity of the Ankara bridge loan is December 2025. Our Company's work on the refinancing of both facilities with long term project finance debt until the first quarter of 2025 is progressing as planned.
The stable outlook for our Company has been revised to developing which means a change in both directions is possible.
S&P has reported that, the developing outlook reflects that the ratings could be lowered if sizeable upcoming debt maturities within certain subsidiaries, particularly in 50% owned Antalya, are not refinanced by the first quarter of 2025.
S&P has also reported that, the developing outlook signals that when this liquidity risk is lifted, there is a positive potential for TAV's ratings, supported by improved sovereign conditions and our Company's deleveraging efforts.
Both Antalya's and Ankara's initial debt financing was completed during a period of high interest rates. Due to this reason, the loans were obtained with short term maturities to be able to refinance under better conditions for longer term facilities. The maturity of the Antalya bridge loan is September 2025 and the maturity of the Ankara bridge loan is December 2025. Our Company's work on the refinancing of both facilities with long term project finance debt until the first quarter of 2025 is progressing as planned.
Please kindly find below the link to the interview conducted with TAV Airports Deputy CEO & CFO Ms. Burcu Geriş on EKOTÜRK.
http://share.interpress.com/download/video/tav20241031ekotürktv.mp4
Please kindly find below the link to the interview conducted with TAV Airports Deputy CEO & CFO Ms. Burcu Geriş on Bloomberg HT.
share.interpress.com/download/video/bloomberght202410251411.mp4
share.interpress.com/download/video/bloomberght202410251411.mp4
Please kindly find below the link to the interview conducted with TAV Airports Deputy CEO & CFO Ms.Burcu Geriş on CNBC-E.
http://share.interpress.com/download/video/cnbce202410241432.mp4
In connection with the merging of our Company with TAV Gayrimenkul Geliştirme Anonim Şirketi, a direct subsidiary of our Company which our Company owns the entire (100%) of the shares comprising its share capital as its sole shareholder within the structure of our Company by acquiring the entire of its assets and liabilities pursuant to article 136 and the relevant consequent articles of Turkish Commercial Code no. 6102, articles 19 and 20 of Corporate Tax Law no. 5520, related articles of Capital Market Law no. 6362, Communiqué On Merger and Demerger (II-23.2) by Capital Market Board, as our Company is a company subject to Capital Market Law, it is a publicly held company and its shares are listed Borsa İstanbul A.Ş., and provisions of other related legislation ("Merger Transaction"), pursuant to article 6 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board, it is established that the necessity arises for taking into consideration the financial statements pertaining to the accounting period of 01.01.2024 - 30.06.2024. Due to this reason it is resolved by the unanimous vote of the attendees to amend our Board of Directors Resolution dated 22.07.2024 and numbered 2024/28 in its entirety as stated below.
1. our Company merges with TAV Gayrimenkul Geliştirme Anonim Şirketi, a direct subsidiary of our Company which our Company owns the entire (100%) of the shares comprising its share capital as its sole shareholder by acquiring the entire of its assets and liabilities pursuant to article 136 and the relevant consequent articles of Turkish Commercial Code no. 6102 ("TCC"), articles 19 and 20 of Corporate Tax Law no. 5520, related articles of Capital Market Law no. 6362 ("CML"), Communiqué On Merger and Demerger (II-23.2) by Capital Market Board ("CMB"), as our Company is a company subject to CML, it is a publicly held company and its shares are listed Borsa İstanbul A.Ş., and provisions of other related legislation ("Merger Transaction"),
2. the Merger Transaction is carried out pursuant to articles 155 and 156 of TCC and those provisions of Communiqué On Merger and Demerger (II-23.2) by CMB that are relating to merger "via facilitated merger method" since our Company is the sole shareholder of TAV Gayrimenkul Geliştirme Anonim Şirketi, which will be acquired and our Company holds the entire of its shares having voting rights and since the share capital of our Company will not be increased,
3. Board of Directors report specified in article 147 of Turkish Commercial Code will not be prepared, independent audit report and merger report will not be prepared and expert institution opinion will not be obtained as stated under article 13/2 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board since the Merger Transaction will be implemented via facilitated merger method pursuant to article 13 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board,
4. the Merger Transaction will not be subject to Communiqué on Transactions Categorised as Important and Appraisal Right numbered II-23.3 by Capital Market Board and "Appraisal Right" will not arise with respect to the shareholders of our Company as stated under article 15/ç thereof,
5. the share capital of our Company will not be increased due to the Merger Transaction and the Merger Transaction will not have any effect on the financial statements or it will not cause any outflow of funds,
6. since the articles of association of our Company will not be amended due to the Merger Transaction, our Company will not be required to apply to the Ministry of Commerce pursuant to the Communiqué on Increase by Joint Stock Companies and Limited Companies of their Share Capitals to Minimum Amounts and Determination of Such Companies the Incorporation and Amendment of Articles of Association of Which Are Subject to Permission,
7. application will be made to Capital Market Board for its approval in relation to the Merger Transaction pursuant to the Communiqué On Merger and Demerger numbered II-23.2 by preparing the announcement text, merger agreement and the other information and documents required by the said Communiqué in relation to the applications for a merger transaction,
8. the financial statements dated 30 June 2024 prepared by the Companies which are the parties to the Merger Transaction in accordance with the arrangements of Capital Market Board relating to the accounting standards will be taken into consideration under the application to be made to Capital Market Board regarding the Merger Transaction,
9. after obtaining of the approval of the Capital Market Board for the merger transaction, the merger agreement to be executed between our Company and TAV Gayrimenkul Geliştirme Anonim Şirketi will be submitted for the approval of the board of directors of our Company without submitting it for the approval of the general assembly of shareholders of our Company,
10. authorised persons determined by our company will jointly represent our Company for the execution and signing of the documents and petitions to be executed signed and delivered to all related official authorities and institutions in relation to the Merger Transaction, including without limitation the merger agreement and announcement text regarding the merger.
1. our Company merges with TAV Gayrimenkul Geliştirme Anonim Şirketi, a direct subsidiary of our Company which our Company owns the entire (100%) of the shares comprising its share capital as its sole shareholder by acquiring the entire of its assets and liabilities pursuant to article 136 and the relevant consequent articles of Turkish Commercial Code no. 6102 ("TCC"), articles 19 and 20 of Corporate Tax Law no. 5520, related articles of Capital Market Law no. 6362 ("CML"), Communiqué On Merger and Demerger (II-23.2) by Capital Market Board ("CMB"), as our Company is a company subject to CML, it is a publicly held company and its shares are listed Borsa İstanbul A.Ş., and provisions of other related legislation ("Merger Transaction"),
2. the Merger Transaction is carried out pursuant to articles 155 and 156 of TCC and those provisions of Communiqué On Merger and Demerger (II-23.2) by CMB that are relating to merger "via facilitated merger method" since our Company is the sole shareholder of TAV Gayrimenkul Geliştirme Anonim Şirketi, which will be acquired and our Company holds the entire of its shares having voting rights and since the share capital of our Company will not be increased,
3. Board of Directors report specified in article 147 of Turkish Commercial Code will not be prepared, independent audit report and merger report will not be prepared and expert institution opinion will not be obtained as stated under article 13/2 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board since the Merger Transaction will be implemented via facilitated merger method pursuant to article 13 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board,
4. the Merger Transaction will not be subject to Communiqué on Transactions Categorised as Important and Appraisal Right numbered II-23.3 by Capital Market Board and "Appraisal Right" will not arise with respect to the shareholders of our Company as stated under article 15/ç thereof,
5. the share capital of our Company will not be increased due to the Merger Transaction and the Merger Transaction will not have any effect on the financial statements or it will not cause any outflow of funds,
6. since the articles of association of our Company will not be amended due to the Merger Transaction, our Company will not be required to apply to the Ministry of Commerce pursuant to the Communiqué on Increase by Joint Stock Companies and Limited Companies of their Share Capitals to Minimum Amounts and Determination of Such Companies the Incorporation and Amendment of Articles of Association of Which Are Subject to Permission,
7. application will be made to Capital Market Board for its approval in relation to the Merger Transaction pursuant to the Communiqué On Merger and Demerger numbered II-23.2 by preparing the announcement text, merger agreement and the other information and documents required by the said Communiqué in relation to the applications for a merger transaction,
8. the financial statements dated 30 June 2024 prepared by the Companies which are the parties to the Merger Transaction in accordance with the arrangements of Capital Market Board relating to the accounting standards will be taken into consideration under the application to be made to Capital Market Board regarding the Merger Transaction,
9. after obtaining of the approval of the Capital Market Board for the merger transaction, the merger agreement to be executed between our Company and TAV Gayrimenkul Geliştirme Anonim Şirketi will be submitted for the approval of the board of directors of our Company without submitting it for the approval of the general assembly of shareholders of our Company,
10. authorised persons determined by our company will jointly represent our Company for the execution and signing of the documents and petitions to be executed signed and delivered to all related official authorities and institutions in relation to the Merger Transaction, including without limitation the merger agreement and announcement text regarding the merger.
Our Company had submitted a bid on June 23, 2024 for the operation and maintenance tender for Kuwait International Airport Terminal 2 which is organized by the Kuwait Civil Aviation Authority.
The tender process is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
Our Company's revised forward-looking expectations on 2025 capital expenditures are presented to our investors in the attachment.
Our Company's unaudited IFRS consolidated financial results for the period ended 30 September 2024 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
Credit rating agency JCR Avrasya Rating A.Ş. has confirmed our company's Long-Term National Issuer Credit Rating as "AA-(tr)" and all grades are determined as follows:
• Long-Term National Issuer Credit Rating: AA- (tr) / (Stable)
• Short-Term National Issuer Credit Rating : J1+ (tr) / (Stable)
• Long-Term International Foreign Currency Issuer Credit Rating : BBB+ / (Stable)
• Long-Term International Local Currency Issuer Credit Rating : BBB+ / (Stable)
• Long-Term National Issuer Credit Rating: AA- (tr) / (Stable)
• Short-Term National Issuer Credit Rating : J1+ (tr) / (Stable)
• Long-Term International Foreign Currency Issuer Credit Rating : BBB+ / (Stable)
• Long-Term International Local Currency Issuer Credit Rating : BBB+ / (Stable)
In accordance with article 4.2.8 of Corporate Governance Principles annex published by the Capital Markets Board of Turkey, Directors and Officers Liability Insurance of TAV Airports Holding has been renewed for one year at an amount which corresponds to more than 25% of issued capital of our company.
Our Company had submitted a bid on June 23, 2024 for the operation and maintenance tender for Kuwait International Airport Terminal 2 which is organized by the Kuwait Civil Aviation Authority.
The tender process is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The Corporate Governance Committee of TAV Airports has decided to extend the corporate governance rating contract with SAHA Kurumsal Yonetim ve Kredi Derecelendirme Hizmetleri A.S, for two more years. The new contract signed on August 15, 2024, will be valid until August 15, 2026.
Our company has submitted an application today (13.08.2024) to the Capital Markets Board for approval of the merger with our wholly-owned subsidiary, TAV Gayrimenkul Geliştirme Anonim Şirketi, using the "Simplified Merger" method. You can reach the related documents via the link.
The periodic revision of the Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with Corporate Governance Principles as set forth by the Capital Markets Board of Turkey. TAV Havalimanları Holding A.Ş.previous Corporate Governance Rating of 9.69 dated August 11th, 2023, is hereby confirmed as 9.69 on August 9th, 2024.
Our Company's revised forward-looking expectations on 2024 capital expenditures are presented to our investors in the attachment.
It is resolved by the unanimous vote of the attendees that;
1. our Company merges with TAV Gayrimenkul Geliştirme Anonim Şirketi, a direct subsidiary of our Company which our Company owns the entire (100%) of the shares comprising its share capital as its sole shareholder by acquiring the entire of its assets and liabilities pursuant to article 136 and the relevant consequent articles of Turkish Commercial Code no. 6102 (“TCC”), articles 19 and 20 of Corporate Tax Law no. 5520, related articles of Capital Market Law no. 6362 (“CML”), Communiqué On Merger and Demerger (II-23.2) by Capital Market Board (“CMB”), as our Company is a company subject to CML, it is a publicly held company and its shares are listed Borsa İstanbul A.Ş., and provisions of other related legislation (“Merger Transaction”),
2. the Merger Transaction is carried out pursuant to articles 155 and 156 of TCC and those provisions of Communiqué On Merger and Demerger (II-23.2) by CMB that are relating to merger “via facilitated merger method” since our Company is the sole shareholder of TAV Gayrimenkul Geliştirme Anonim Şirketi, which will be acquired and our Company holds the entire of its shares having voting rights and since the share capital of our Company will not be increased,
3. Board of Directors report specified in article 147 of Turkish Commercial Code will not be prepared, independent audit report and merger report will not be prepared and expert institution opinion will not be obtained as stated under article 13/2 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board since the Merger Transaction will be implemented via facilitated merger method pursuant to article 13 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board,
4. the Merger Transaction will not be subject to Communiqué on Transactions Categorised as Important and Appraisal Right numbered II-23.3 by Capital Market Board and “Appraisal Right” will not arise with respect to the shareholders of our Company as stated under article 15/ç thereof,
5. the share capital of our Company will not be increased due to the Merger Transaction and the Merger Transaction will not have any effect on the financial statements or it will not cause any outflow of funds,
6. since the articles of association of our Company will not be amended due to the Merger Transaction, our Company will not be required to apply to the Ministry of Commerce pursuant to the Communiqué on Increase by Joint Stock Companies and Limited Companies of their Share Capitals to Minimum Amounts and Determination of Such Companies the Incorporation and Amendment of Articles of Association of Which Are Subject to Permission,
7. application will be made to Capital Market Board for its approval in relation to the Merger Transaction pursuant to the Communiqué On Merger and Demerger numbered II-23.2 by preparing the announcement text, merger agreement and the other information and documents required by the said Communiqué in relation to the applications for a merger transaction,
8. the financial statements dated 31 December 2023 prepared by the Companies which are the parties to the Merger Transaction in accordance with the arrangements of Capital Market Board relating to the accounting standards will be taken into consideration under the application to be made to Capital Market Board regarding the Merger Transaction,
9. after obtaining of the approval of the Capital Market Board for the merger transaction, the merger agreement to be executed between our Company and TAV Gayrimenkul Geliştirme Anonim Şirketi will be submitted for the approval of the board of directors of our Company without submitting it for the approval of the general assembly of shareholders of our Company,
10. authorised persons determined by our company will jointly represent our Company for the execution and signing of the documents and petitions to be executed signed and delivered to all related official authorities and institutions in relation to the Merger Transaction, including without limitation the merger agreement and announcement text regarding the merger.
1. our Company merges with TAV Gayrimenkul Geliştirme Anonim Şirketi, a direct subsidiary of our Company which our Company owns the entire (100%) of the shares comprising its share capital as its sole shareholder by acquiring the entire of its assets and liabilities pursuant to article 136 and the relevant consequent articles of Turkish Commercial Code no. 6102 (“TCC”), articles 19 and 20 of Corporate Tax Law no. 5520, related articles of Capital Market Law no. 6362 (“CML”), Communiqué On Merger and Demerger (II-23.2) by Capital Market Board (“CMB”), as our Company is a company subject to CML, it is a publicly held company and its shares are listed Borsa İstanbul A.Ş., and provisions of other related legislation (“Merger Transaction”),
2. the Merger Transaction is carried out pursuant to articles 155 and 156 of TCC and those provisions of Communiqué On Merger and Demerger (II-23.2) by CMB that are relating to merger “via facilitated merger method” since our Company is the sole shareholder of TAV Gayrimenkul Geliştirme Anonim Şirketi, which will be acquired and our Company holds the entire of its shares having voting rights and since the share capital of our Company will not be increased,
3. Board of Directors report specified in article 147 of Turkish Commercial Code will not be prepared, independent audit report and merger report will not be prepared and expert institution opinion will not be obtained as stated under article 13/2 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board since the Merger Transaction will be implemented via facilitated merger method pursuant to article 13 of the Communiqué On Merger and Demerger numbered II-23.2 by Capital Market Board,
4. the Merger Transaction will not be subject to Communiqué on Transactions Categorised as Important and Appraisal Right numbered II-23.3 by Capital Market Board and “Appraisal Right” will not arise with respect to the shareholders of our Company as stated under article 15/ç thereof,
5. the share capital of our Company will not be increased due to the Merger Transaction and the Merger Transaction will not have any effect on the financial statements or it will not cause any outflow of funds,
6. since the articles of association of our Company will not be amended due to the Merger Transaction, our Company will not be required to apply to the Ministry of Commerce pursuant to the Communiqué on Increase by Joint Stock Companies and Limited Companies of their Share Capitals to Minimum Amounts and Determination of Such Companies the Incorporation and Amendment of Articles of Association of Which Are Subject to Permission,
7. application will be made to Capital Market Board for its approval in relation to the Merger Transaction pursuant to the Communiqué On Merger and Demerger numbered II-23.2 by preparing the announcement text, merger agreement and the other information and documents required by the said Communiqué in relation to the applications for a merger transaction,
8. the financial statements dated 31 December 2023 prepared by the Companies which are the parties to the Merger Transaction in accordance with the arrangements of Capital Market Board relating to the accounting standards will be taken into consideration under the application to be made to Capital Market Board regarding the Merger Transaction,
9. after obtaining of the approval of the Capital Market Board for the merger transaction, the merger agreement to be executed between our Company and TAV Gayrimenkul Geliştirme Anonim Şirketi will be submitted for the approval of the board of directors of our Company without submitting it for the approval of the general assembly of shareholders of our Company,
10. authorised persons determined by our company will jointly represent our Company for the execution and signing of the documents and petitions to be executed signed and delivered to all related official authorities and institutions in relation to the Merger Transaction, including without limitation the merger agreement and announcement text regarding the merger.
Our Company's Board of Directors has resolved to appoint our Board Member Jean Michel Vernhes as a Nomination Committee member and revise the Charters of the Committees in the attachment on July 22, 2024.
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2024 have been disclosed today. IFRS consolidated financial results and the latest financial results presentation of our company are presented on our website.
Our Company has submitted a bid on June 23, 2024 for the operation and maintenance tender for Kuwait International Airport Terminal 2 which is organized by the Kuwait Civil Aviation Authority.
As per the 6th article of the Material Events Communiqué of the Capital Markets Board No. II-15.1, it was decided to postpone the disclosure of the resolution of our Board of Directors dated May 24 th, 2024 regarding the tender, to assure confidentiality for a process which could otherwise be negatively affected, to protect the legitimate rights and interests of our Company and to prevent the risks of misleading our investors on a process which is subject to uncertainty.
As per the 6th article of the Material Events Communiqué of the Capital Markets Board No. II-15.1, it was decided to postpone the disclosure of the resolution of our Board of Directors dated May 24 th, 2024 regarding the tender, to assure confidentiality for a process which could otherwise be negatively affected, to protect the legitimate rights and interests of our Company and to prevent the risks of misleading our investors on a process which is subject to uncertainty.
First coupon payment of the notes which was issued outside of Türkiye, was made on June 7, 2024.
The construction of the new international terminal in Almaty Airport has been completed and the new terminal is now open to passenger traffic. The new international terminal has an area of 54.000 square meters and is going to increase the yearly capacity of the airport from 7 million to above 14 million passengers with the conversion of the old terminal into domestic traffic. The new terminal building has a total of 12 boarding gates 7 of which have bridges, 3230 square meters of duty free area and a car park with a capacity of 786 vehicles which will increase to 1200 vehicles by September 2024.
S&P Global Ratings (S&P) had assigned a credit rating of BB- (stable outlook) for our Company and B+ (stable outlook) for our Eurobond. The ratings have been confirmed by S&P.
M. Sani Şener who has completed his 27 year at TAV Airports Holding, the first 25 of which have been as Chief Executive Officer (CEO) and the last two as Deputy Chair of the Board of Directors, will leave his position as of May 1, 2024.
With his leadership on a historical journey, TAV Airports was established to operate Istanbul Atatürk Airport under a Build-Operate-Transfer concession in 1997 and has since transformed into a global brand serving approximately 100 million passengers at 15 airports in 8 countries.
As TAV Airports Board of Directors and employees, we express our deepest gratitude to him.Jean-Michel Vernhes will be appointed as a Board Member to replace M. Sani Şener on May 1, 2024 and his membership will be presented to the next General Assembly for approval.
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2024 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
https://ir.tav.aero/en-EN/
https://ir.tav.aero/en-EN/
In accordance with Corporate Governance Communiqué (II-17.1) of Capital Markets Board (CMB), Our Company's Board of Directors has decided to establish the structure of the Board committees as follows:
AUDIT COMMITTEE
1. Zeynep Nazan Somer Özelgin (Chair)
2. Elsa Pekmez Atan (Member)
CORPORATE GOVERNANCE COMMITTEE
1. Elsa Pekmez Atan (Chair)
2. Zeynep Nazan Somer Özelgin (Member)
3. Franck Mereyde (Member)
4. Besim Meriç (Member)
NOMINATION COMMITTEE
1. Nurgün Eyüboğlu (Chair)
2. Edward Rodolphe Paul Arkwright (Member)
RISK COMMITTEE
1. Philippe Dominique Rene Bonnave (Chair)
2. Ali Haydar Kurtdarcan (Member)
3. Nurgün Eyüboğlu (Member)
4. Xavier Marie Martin Benoit Hurstel (Member)
5. Jerome Paul Jacques Marie Calvet (Member)
6. Antoine Roger Bernard Crombez (Member)
AUDIT COMMITTEE
1. Zeynep Nazan Somer Özelgin (Chair)
2. Elsa Pekmez Atan (Member)
CORPORATE GOVERNANCE COMMITTEE
1. Elsa Pekmez Atan (Chair)
2. Zeynep Nazan Somer Özelgin (Member)
3. Franck Mereyde (Member)
4. Besim Meriç (Member)
NOMINATION COMMITTEE
1. Nurgün Eyüboğlu (Chair)
2. Edward Rodolphe Paul Arkwright (Member)
RISK COMMITTEE
1. Philippe Dominique Rene Bonnave (Chair)
2. Ali Haydar Kurtdarcan (Member)
3. Nurgün Eyüboğlu (Member)
4. Xavier Marie Martin Benoit Hurstel (Member)
5. Jerome Paul Jacques Marie Calvet (Member)
6. Antoine Roger Bernard Crombez (Member)
TAV Airports March 2024 Investor Bulletin is presented to our investors via the link.
The resolutions of the Ordinary General Assembly Meeting held on 29.03.2024 have been registered by Istanbul Trade Registry Office on 08.04.2024.
As per the proposal of the Audit Committee, the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) was approved and registered as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2024 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
2023 Ordinary General Assembly was held on March 29, 2024.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
As 26% shareholder of the SPV (TIBAH Development) with the concession rights to Madinah Airport, our Board of Directors has resolved to participate in additional investments into Madinah Airport that will increase its capacity from 8 million passengers per year to 18 million passengers per year in two phases.
The total investment amount planned for the two phases, for 100% of the SPV, is 275 million USD. (The amount corresponding to TAV Airports' share of 26% is 71.5 million USD.) The investment program is planned to begin during first half of 2024 and is planned to be completed in 2027.
A "Heads of Terms" agreement has been signed for the first phase of this investment program to build a new domestic terminal which is expected to cost 175 million USD.
In the second phase which is expected to cost 100 million USD, the terminal currently in usage will be developed and converted into an international terminal and ancillary facilities such as new connecting roads, utility lines, carpark and an administration building will be constructed.
The investment is expected to be financed with 70% debt and 30% equity.
As per the 6th article of the Material Events Communiqué of the Capital Markets Board No. II-15.1, it was decided to postpone the disclosure of the resolution of our Board of Directors dated March 5, 2024 regarding Madinah Airport investments, to assure confidentiality for a process which could otherwise be negatively affected, to protect the legitimate rights and interests of our Company and to prevent the risks of misleading our investors on a process which is subject to uncertainty.
The total investment amount planned for the two phases, for 100% of the SPV, is 275 million USD. (The amount corresponding to TAV Airports' share of 26% is 71.5 million USD.) The investment program is planned to begin during first half of 2024 and is planned to be completed in 2027.
A "Heads of Terms" agreement has been signed for the first phase of this investment program to build a new domestic terminal which is expected to cost 175 million USD.
In the second phase which is expected to cost 100 million USD, the terminal currently in usage will be developed and converted into an international terminal and ancillary facilities such as new connecting roads, utility lines, carpark and an administration building will be constructed.
The investment is expected to be financed with 70% debt and 30% equity.
As per the 6th article of the Material Events Communiqué of the Capital Markets Board No. II-15.1, it was decided to postpone the disclosure of the resolution of our Board of Directors dated March 5, 2024 regarding Madinah Airport investments, to assure confidentiality for a process which could otherwise be negatively affected, to protect the legitimate rights and interests of our Company and to prevent the risks of misleading our investors on a process which is subject to uncertainty.
Fitch Ratings (Fitch) had assigned a credit rating of BB (stable outlook) for our Company and BB (stable outlook) for our Eurobond with 2028 maturity.
Fitch has upgraded both the Company rating and the rating for our Eurobond to BB+ from BB. The outlook for both ratings is stable.
Fitch has upgraded both the Company rating and the rating for our Eurobond to BB+ from BB. The outlook for both ratings is stable.
TAV Airports February 2024 Investor Bulletin is presented to our investors via the link.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
TAV Airports has withdrawn from the tender process described above. Thus, TAV is no longer a part of the tender process.
TAV Airports has withdrawn from the tender process described above. Thus, TAV is no longer a part of the tender process.
The Ordinary General Shareholders' Meeting of our Company will be held at the headquarter of the Company addressed Vadistanbul Bulvar, Ayazaga Mahallesi Azerbaycan Caddesi 2C Blok No:3L/6 34485 Sarıyer/Istanbul on March 29, 2024, Friday at 10:00 a.m.
Please kindly find below the link to the interview conducted with TAV Airports Deputy CEO & CFO Ms. Burcu Geriş on Bloomberg HT.
http://share.interpress.com/download/video/bloomberght202403011415.mp4
http://share.interpress.com/download/video/bloomberght202403011415.mp4
Our Company has been executing an extensive investment program since 2021.
As part of this program, we have acquired Almaty Airport for $422 million in 2021 and we are investing another $200 million in the airport for a new terminal. We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €750 million with our partner Fraport. In addition, we paid an upfront rent of €119 million and we are investing another €210 million for our new concession in Ankara Esenboga Airport that will last until 2050. We are also making other investments in our airports and services and we are preparing for other new potential projects. Our consolidated capital expenditures, not including Antalya, for 2023 were €214 million and the same figure we expect for 2024 is between €230 million to €270 million.
We have financed this investment program through internally generated cash and financial debt.
Considering the extensive amount of cash required for the extensive investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last three years, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2023.
As part of this program, we have acquired Almaty Airport for $422 million in 2021 and we are investing another $200 million in the airport for a new terminal. We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €750 million with our partner Fraport. In addition, we paid an upfront rent of €119 million and we are investing another €210 million for our new concession in Ankara Esenboga Airport that will last until 2050. We are also making other investments in our airports and services and we are preparing for other new potential projects. Our consolidated capital expenditures, not including Antalya, for 2023 were €214 million and the same figure we expect for 2024 is between €230 million to €270 million.
We have financed this investment program through internally generated cash and financial debt.
Considering the extensive amount of cash required for the extensive investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last three years, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2023.
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2024 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
Our Company's forward-looking expectations are presented to our investors in the attachment.
Our Company's audited IFRS consolidated financial results for the period ended 31 December 2023 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
TAV Airports January 2024 Investor Bulletin is presented to our investors via the link.
TAV Airports December 2023 Investor Bulletin is presented to our investors via the link.
S&P Global Ratings (S&P) had assigned a credit rating of BB- (stable outlook) for our Company and B+ for the bond, the issuance of which was completed on 07.12.2023. The ratings assigned during the process have been confirmed by S&P following the completion of the bond issuance.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
Fitch Ratings had assigned a credit rating of BB (stable outlook) for our Company and BB (stable outlook) for the bond, the issuance of which was completed on 07.12.2023. The ratings assigned during the process have been confirmed by Fitch Ratings following the completion of the bond issuance.
TAV Airports November 2023 Investor Bulletin is presented to our investors via the link.
The issuance of debt instruments for sale outside of Türkiye has been completed on December 7, 2023. The nominal value of the notes sold is USD 400 million and the coupon rate is 8.50%. The maturity of the notes is 5 years. The cash outflow of the notes from our company have been converted to euro through a cross-currency swap between U.S. dollars and euro. After the cross currency swap is factored in, the 8.50% coupon rate of the instrument has decreased to an effective rate of 6.87% in euro terms for our Company. The funds obtained from the notes issue will be used to partially refinance our loans which were obtained at TAV Holding level for our ongoing investment program to develop Almaty, Antalya and Ankara airports to increase our profitability and concession duration. The notes are going to trade on the Irish Stock Exchange (Euronext Dublin).
The tranche issuance certificate of the debt instrument with a nominal value of USD 400 million for sale outside of Türkiye has been approved by the Capital Markets Board on 05.12.2023.
The approved tranche issuance certificate is presented via the link.
The approved tranche issuance certificate is presented via the link.
We had announced in our material event disclosure dated November 27, 2023 that our Company had authorized Merrill Lynch International, BNP Paribas and Citigroup Global Markets Limited to arrange meetings with foreign fixed income investors starting on November 27, 2023.
The book building process for the debt instruments to be sold outside of Türkiye has been completed.
The nominal value of the notes is determined as USD 400 million with a coupon rate of 8.50% and the maturity of the notes is 5 years.
The cash outflow of the notes from our company will be converted to euro through a cross-currency swap between U.S. dollars and euro. After the cross currency swap is factored in, the 8.50% coupon rate of the instrument will decrease to an effective rate of 6.87% in euro terms for our Company.
The sale transaction is expected to complete on December 7, 2023 following the Capital Markets Board approval for the tranche issuance certificate and execution of the agreement for the issuance.
The book building process for the debt instruments to be sold outside of Türkiye has been completed.
The nominal value of the notes is determined as USD 400 million with a coupon rate of 8.50% and the maturity of the notes is 5 years.
The cash outflow of the notes from our company will be converted to euro through a cross-currency swap between U.S. dollars and euro. After the cross currency swap is factored in, the 8.50% coupon rate of the instrument will decrease to an effective rate of 6.87% in euro terms for our Company.
The sale transaction is expected to complete on December 7, 2023 following the Capital Markets Board approval for the tranche issuance certificate and execution of the agreement for the issuance.
We had announced in our material event disclosure dated November 22, 2023 that Capital Markets Board approval was received for our application to issue debt instruments within a one-year period, up to a total amount of 750 million (seven hundred and fifty million) US dollars or equivalent foreign currency to be sold by our Company outside Türkiye to qualified investors to be issued in one or more transactions in various series and maturities with fixed and/or variable interest rates to be determined based on the prevailing market conditions at the time of issuance.
Our Company has authorized Merrill Lynch International, BNP Paribas and Citigroup Global Markets Limited to arrange meetings with foreign fixed income investors which will begin on November 27, 2023.
Our Company and the debt instruments planned to be issued have been subject to a credit rating analysis by international credit rating agencies S&P Global Ratings Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch").
The debt instrument to be issued is expected to be rated as B+ by S&P and BB by Fitch and our Company' is expected to be rated BB- by S&P and BB by Fitch. The confirmed ratings will be separately disclosed.
The final decision regarding the issuance of debt instruments, the issue amount and other variables will be made according to the prevailing conditions in the markets following these meetings and the sales transaction will be carried out after receiving the tranch issuance certificate from Capital Markets Board.
Our Company has authorized Merrill Lynch International, BNP Paribas and Citigroup Global Markets Limited to arrange meetings with foreign fixed income investors which will begin on November 27, 2023.
Our Company and the debt instruments planned to be issued have been subject to a credit rating analysis by international credit rating agencies S&P Global Ratings Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch").
The debt instrument to be issued is expected to be rated as B+ by S&P and BB by Fitch and our Company' is expected to be rated BB- by S&P and BB by Fitch. The confirmed ratings will be separately disclosed.
The final decision regarding the issuance of debt instruments, the issue amount and other variables will be made according to the prevailing conditions in the markets following these meetings and the sales transaction will be carried out after receiving the tranch issuance certificate from Capital Markets Board.
We have announced in our material event disclosure dated November 27, 2023 that our Company has authorized Merrill Lynch International, BNP Paribas and Citigroup Global Markets Limited to arrange meetings with foreign fixed income investors starting on November 27, 2023.
Within the scope of our Company’s planned debt instrument issuance, credit rating analysis regarding our Company and the debt instrument we plan to issue have been completed by the International rating agencies S&P Global Ratings Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch").
S&P has determined our Company's credit rating as BB-, with a stable outlook and Fitch has determined our Company's credit rating as BB, with a stable outlook.
The credit rating for the debt instrument planned to be issued by our company has been determined as B+ by S&P and BB by Fitch.
Within the scope of our Company’s planned debt instrument issuance, credit rating analysis regarding our Company and the debt instrument we plan to issue have been completed by the International rating agencies S&P Global Ratings Europe Limited ("S&P") and Fitch Ratings Limited ("Fitch").
S&P has determined our Company's credit rating as BB-, with a stable outlook and Fitch has determined our Company's credit rating as BB, with a stable outlook.
The credit rating for the debt instrument planned to be issued by our company has been determined as B+ by S&P and BB by Fitch.
Within the scope of our public disclosures made on 27 September 2023 and 22 November 2023 regarding the issuance of debt instruments abroad with a total amount up to USD 750 million or equivalent foreign currency, the issuance certificate obtained from the Capital Markets Board is presented via the link.
In our material event disclosure dated September 27, 2023, we had announced that the application for an issuance limit for the issuance of debt instruments abroad with total value of up to USD 750 million or equivalent foreign currency was made to the Capital Markets Board (CMB). The approval of our application on issuance limit has been announced in the CMB's weekly bulletin numbered 2023/74.
TAV Airports October 2023 Investor Bulletin is presented to our investors via the link.
Credit rating agency JCR Avrasya Rating A.Ş. has upgraded TAV Havalimanları Holding A.Ş.'s Long-Term National Issuer Credit Rating from "A+ (tr)" to "AA-(tr)" and Short-Term National Issuer Credit Rating from "J1 (tr)" to
"J1+ (tr)".
All grades are determined as follows:
• Long-Term National Issuer Credit Rating: AA- (tr) / (Stable)
• Short-Term National Issuer Credit Rating : J1+ (tr) / (Stable)
• Long-Term International Foreign Currency Issuer Credit Rating : BBB+ / (Stable)
• Long-Term International Local Currency Issuer Credit Rating : BBB+ / (Stable)
"J1+ (tr)".
All grades are determined as follows:
• Long-Term National Issuer Credit Rating: AA- (tr) / (Stable)
• Short-Term National Issuer Credit Rating : J1+ (tr) / (Stable)
• Long-Term International Foreign Currency Issuer Credit Rating : BBB+ / (Stable)
• Long-Term International Local Currency Issuer Credit Rating : BBB+ / (Stable)
Our Company's unaudited IFRS consolidated financial results for the period ended 30 September 2023 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
TAV Airports September 2023 Investor Bulletin is presented to our investors via the link.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
In accordance with article 4.2.8 of Corporate Governance Principles annex published by the Capital Markets Board of Turkey, Directors and Officers Liability Insurance of TAV Airports Holding has been renewed for one year at an amount which corresponds to more than 25% of issued capital of our company.
In accordance with the authorization provided by article 11 of our Company's articles of association and in compliance with the provisions of the Capital Markets Board's Communiqué on Debt Securities, our Board of Directors has unanimously resolved to;
1) issue debt securities for sale in foreign markets, with total value of up to 750.000.000 (seven hundred and fifty million) USD or its equivalent in foreign currency, within a one-year period and to carry out the issuance of debt securities through one or more transactions, in various series and maturities, with fixed and/or variable interest rates to be determined based on the prevailing market conditions at the time of issuance,
2) and to apply to the Capital Markets Board for approval of the issuance of our debt securities.
The necessary permit application has been made to the Capital Markets Board within the scope of this decision on 27.09.2023.
Under the 6th article of the Material Events Communiqué of the Capital Markets Board No. II-15.1, it had been decided to delay the disclosure of resolution of the Board of Directors dated 22.09.2023 regarding the issuance of debt instruments until the work on the subject was completed to assure an ultimate confidentiality for the safety of such a process and with the purpose of protecting the legitimate interests of our Company and with the aim of preventing the risks of misleading investors on a process which is subject to uncertainty. We issue this disclosure pursuant to the relevant legislations, based on the fact that the reasons for postponement have been removed.
1) issue debt securities for sale in foreign markets, with total value of up to 750.000.000 (seven hundred and fifty million) USD or its equivalent in foreign currency, within a one-year period and to carry out the issuance of debt securities through one or more transactions, in various series and maturities, with fixed and/or variable interest rates to be determined based on the prevailing market conditions at the time of issuance,
2) and to apply to the Capital Markets Board for approval of the issuance of our debt securities.
The necessary permit application has been made to the Capital Markets Board within the scope of this decision on 27.09.2023.
Under the 6th article of the Material Events Communiqué of the Capital Markets Board No. II-15.1, it had been decided to delay the disclosure of resolution of the Board of Directors dated 22.09.2023 regarding the issuance of debt instruments until the work on the subject was completed to assure an ultimate confidentiality for the safety of such a process and with the purpose of protecting the legitimate interests of our Company and with the aim of preventing the risks of misleading investors on a process which is subject to uncertainty. We issue this disclosure pursuant to the relevant legislations, based on the fact that the reasons for postponement have been removed.
TAV Airports August 2023 Investor Bulletin is presented to our investors via the link.
In our material event disclosure made on July 7, 2023, we announced that we had signed a share purchase agreement to sell 24% of shares of Tibah Airports Development Company (TIBAH) for a consideration of USD 135 million to Mada International Holding who is our joint venture partner, holding the other 50% of TIBAH shares and financial close was subject to legal approvals.
The financial close of the transaction has taken place and the share sale has been executed. The transaction is expected to have a one-off positive effect of more than 70 million euros on our income statement for the third quarter of 2023.
The financial close of the transaction has taken place and the share sale has been executed. The transaction is expected to have a one-off positive effect of more than 70 million euros on our income statement for the third quarter of 2023.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The periodic revision of the Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with Corporate Governance Principles as set forth by the Capital Markets Board of Turkey. TAV Havalimanları Holding A.Ş.previous Corporate Governance Rating of 9.69 dated August 12th, 2022, is hereby confirmed as 9.69 on August 11th, 2023.
TAV Airports July 2023 Investor Bulletin is presented to our investors via the link.
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2023 have been disclosed today. IFRS consolidated financial results and the latest financial results presentation of our company are presented on our website.
https://ir.tav.aero/en-EN/
https://ir.tav.aero/en-EN/
Please kindly find below the link to the interview conducted with TAV Airports CEO Mr. Serkan KAPTAN on Bloomberg HT.
http://share.interpress.com/download/video/serkankaptan11072023bht.mp4
http://share.interpress.com/download/video/serkankaptan11072023bht.mp4
TAV Airports June 2023 Investor Bulletin is presented to our investors via the link.
Through our subsidiaries we hold 50% of the shares of TIBAH Airports Development Company (TIBAH) which is the SPV that uses the concession rights of Madinah Airport.
We have signed a share purchase agreement (SPA) with Mada International Holding (Mada) who is our joint venture partner in TIBAH, holding the other 50% of TIBAH shares. A new shareholders' agreement is also going to be signed with Mada, according to which, the present co-control method of governance in TIBAH will not change.
The SPA includes the following conditions:
1. We will, through our subsidiary PMIA Aviator B.V., transfer 24% of shares of TIBAH to Mada for a consideration of USD 135 million. Thus, our shareholding in TIBAH will decrease from 50% to 26%.
2. If the total passengers served in Madinah Airport for the calendar year of 2023 is below 8.14 million passengers and the force-majeure period is thus extended for one more year, the purchase price will go up by USD 30 million to USD 165 million.
3. According to the March 31, 2023, financials TIBAH owed us EUR 192 million (USD 208 million) which was the remaining balance from the EUR 192 million (USD 218 million) of shareholder loan that was provided in US dollars by us to TIBAH in the last quarter of 2021. With the financial close of our TIBAH share sale, we will also transfer 48% of the balance of the shareholder loan to Mada. Thus, the balance of the shareholder loan that we were due from TIBAH will drop to EUR 100 million from EUR 192 million according to March 31, 2023, financials.
After the financial close, a positive effect of c. +70m EUR or more is expected on our income statement. The financial close which is expected in the second half of 2023, is subject to legal approvals.
We have signed a share purchase agreement (SPA) with Mada International Holding (Mada) who is our joint venture partner in TIBAH, holding the other 50% of TIBAH shares. A new shareholders' agreement is also going to be signed with Mada, according to which, the present co-control method of governance in TIBAH will not change.
The SPA includes the following conditions:
1. We will, through our subsidiary PMIA Aviator B.V., transfer 24% of shares of TIBAH to Mada for a consideration of USD 135 million. Thus, our shareholding in TIBAH will decrease from 50% to 26%.
2. If the total passengers served in Madinah Airport for the calendar year of 2023 is below 8.14 million passengers and the force-majeure period is thus extended for one more year, the purchase price will go up by USD 30 million to USD 165 million.
3. According to the March 31, 2023, financials TIBAH owed us EUR 192 million (USD 208 million) which was the remaining balance from the EUR 192 million (USD 218 million) of shareholder loan that was provided in US dollars by us to TIBAH in the last quarter of 2021. With the financial close of our TIBAH share sale, we will also transfer 48% of the balance of the shareholder loan to Mada. Thus, the balance of the shareholder loan that we were due from TIBAH will drop to EUR 100 million from EUR 192 million according to March 31, 2023, financials.
After the financial close, a positive effect of c. +70m EUR or more is expected on our income statement. The financial close which is expected in the second half of 2023, is subject to legal approvals.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
TAV Airports May 2023 Investor Bulletin is presented to our investors via the link.
TAV Airports April 2023 Investor Bulletin is presented to our investors via the link.
Our 100% held subsidiary TAV Ankara Yatırım Yapım ve İşletme Anonim Şirketi (TAV Ankara) which has been formed to undertake the necessary investments to increase the capacity of Ankara Esenboga Airport and to operate the airport for 25 years after 2025, has made an upfront payment, to State Airports Authority, of 118.75 million euros which corresponds to 25% of total rent as per tender specifications. TAV Ankara has also started the investments specified in the tender.
TAV Ankara raised €235m of bank borrowing and utilized €140 million of this borrowing to finance the upfront rent payment and the investments to be made in the airport.
TAV Airports has provided a guarantee for the bank loan described above for an amount of 140 million euros. With this guarantee, the amount of commitments and contingencies provided by TAV Airports reached 31% of total assets disclosed in the last public financial statements.
TAV Ankara raised €235m of bank borrowing and utilized €140 million of this borrowing to finance the upfront rent payment and the investments to be made in the airport.
TAV Airports has provided a guarantee for the bank loan described above for an amount of 140 million euros. With this guarantee, the amount of commitments and contingencies provided by TAV Airports reached 31% of total assets disclosed in the last public financial statements.
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2023 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The resolutions of the Ordinary General Assembly Meeting held on 31.03.2023 have been registered by Istanbul Trade Registry Office on 05.04.2023.
As per the proposal of the Audit Committee, the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) was approved and registered as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2023 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
2022 Ordinary General Assembly was held on March 31, 2023.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
Our Company's net income for the fiscal year 2022 according to the independently audited consolidated financial statements prepared in accordance with "The Capital Markets Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1" is TL 1.899.087.000.
Our Company is presently in an extensive investment program. As part of this program, we have acquired Almaty Airport for USD 422 million in 2021 and we are investing a total of another USD 200 million in the airport. We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €600 million with our partner Fraport. In addition, we will pay an upfront rent of €119 million and will invest another €210 million in Ankara Esenboga Airport. We plan to complete all of these investments in the course of the next three years.
Considering the extensive amount of cash required for the investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last two years, the General Assembly approved that in accordance with the Dividend Policy of our Company, a dividend distribution shall not be made for the fiscal year of 2022.
Our Company is presently in an extensive investment program. As part of this program, we have acquired Almaty Airport for USD 422 million in 2021 and we are investing a total of another USD 200 million in the airport. We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €600 million with our partner Fraport. In addition, we will pay an upfront rent of €119 million and will invest another €210 million in Ankara Esenboga Airport. We plan to complete all of these investments in the course of the next three years.
Considering the extensive amount of cash required for the investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last two years, the General Assembly approved that in accordance with the Dividend Policy of our Company, a dividend distribution shall not be made for the fiscal year of 2022.
TAV Airports February 2023 Investor Bulletin is presented to our investors via the link.
2022 Ordinary General Shareholders' Meeting of our Company will be held at the headquarter of the Company addressed Vadistanbul Bulvar, Ayazaga Mahallesi Azerbaycan Caddesi 2C Blok No:3L/6 34485 Sarıyer/Istanbul on March 31, 2023, Friday at 10:00 a.m.
TAV Airports January 2023 Investor Bulletin is presented to our investors via the link.
Our Company's net income for the fiscal year 2022 according to the independently audited consolidated financial statements prepared in accordance with "The Capital Markets Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1" is TL 1.899.087.000.
Our Company is presently in an extensive investment program. As part of this program, we have acquired Almaty Airport for USD 422 million in 2021 and we are investing a total of another USD 200 million in the airport. We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €600 million with our partner Fraport. In addition, we will pay an upfront rent of €119 million and will invest another €210 million in Ankara Esenboga Airport. We plan to complete all of these investments in the course of the next three years.
Considering the extensive amount of cash required for the investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last two years, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2022.
Our Company is presently in an extensive investment program. As part of this program, we have acquired Almaty Airport for USD 422 million in 2021 and we are investing a total of another USD 200 million in the airport. We have already invested €1.813 million in upfront rent in Antalya Airport for the concession until 2052 and we are investing another €600 million with our partner Fraport. In addition, we will pay an upfront rent of €119 million and will invest another €210 million in Ankara Esenboga Airport. We plan to complete all of these investments in the course of the next three years.
Considering the extensive amount of cash required for the investment program described above and also considering the fact that the cost of financing this cash has increased significantly in the last two years, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2022.
Our Company's audited IFRS consolidated financial results for the period ended 31 December 2022 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2023 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
Our Company's forward-looking expectations are presented to our investors in the attachment.
We had informed our investors on December 20, 2022 that as the highest bidder, TAV Airports had won the tender held by State Airports Authority (DHMI) for additional investments to increase capacity of Ankara Esenboga Airport and concessioning of the operating rights of the existing international terminal, CIP terminal, general aviation terminal, domestic terminal and their auxiliaries. We had also informed our investors that TAV Airports would sign a lease contract with DHMI following the completion of necessary approvals and legal procedures.
Our fully owned subsidiary TAV Ankara Yatırım Yapım ve İşletme A.Ş. which has been formed to undertake the necessary investments as per tender specifications and to operate Ankara Esenboga Airport until 2050 (for 25 years) after 2025, has signed a concession lease contract with DHMI on February 1, 2023.
Our fully owned subsidiary TAV Ankara Yatırım Yapım ve İşletme A.Ş. which has been formed to undertake the necessary investments as per tender specifications and to operate Ankara Esenboga Airport until 2050 (for 25 years) after 2025, has signed a concession lease contract with DHMI on February 1, 2023.
TAV Airports December 2022 Investor Bulletin is presented to our investors via the link.
As the highest bidder, TAV Airports has won the tender held by State Airports Authority (DHMI) for additional investments to increase capacity of Ankara Esenboga Airport and concessioning of the operating rights of the existing international terminal, CIP terminal, general aviation terminal, domestic terminal and their auxiliaries.
As per tender specifications, TAV Airports has the concession right to operate Ankara Esenboga Airport for 25 years between the dates of May 24, 2025 and May 23, 2050.The current concession right held by TAV is valid until May 23, 2025.
The service charge will be 17 euros per outgoing international passenger and 3 euros per outgoing domestic passenger during the new concession period between May 24, 2025 and May 23, 2050. The security charge will be 3 euros per outgoing international passenger in the new concession.
475 million euros (VAT excluded) will be paid as total concession rent to DHMI.
A total investment of c.300 million euros is planned on EPC basis of which c.210 million euros will be expended in the first phase starting in 2023 and c.90 million euros will be expended during the second phase of development which begins the latest in 2038. More in-depth information is provided in the presentation attached.
TAV Airports will sign a lease contract with DHMI following the completion of necessary approvals and legal procedures.
As per tender specifications, TAV Airports has the concession right to operate Ankara Esenboga Airport for 25 years between the dates of May 24, 2025 and May 23, 2050.The current concession right held by TAV is valid until May 23, 2025.
The service charge will be 17 euros per outgoing international passenger and 3 euros per outgoing domestic passenger during the new concession period between May 24, 2025 and May 23, 2050. The security charge will be 3 euros per outgoing international passenger in the new concession.
475 million euros (VAT excluded) will be paid as total concession rent to DHMI.
A total investment of c.300 million euros is planned on EPC basis of which c.210 million euros will be expended in the first phase starting in 2023 and c.90 million euros will be expended during the second phase of development which begins the latest in 2038. More in-depth information is provided in the presentation attached.
TAV Airports will sign a lease contract with DHMI following the completion of necessary approvals and legal procedures.
Our Board of Directors has decided to participate in the tender to be held by State Airports Authority (DHMI) on December 20, 2022 for additional investments to increase capacity of Ankara Esenboga Airport and concessioning of the operating rights of the existing international terminal, CIP terminal, general aviation terminal, domestic terminal and their auxiliaries.
We had informed the public in our announcement dated October 17, 2022 that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited was selected to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years, this selection was subject to the necessary official approvals and after the necessary approvals are obtained, the next step in the tender process would be a negotiation stage between FAAN and the Consortium.
The tender process described above is is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
The tender process described above is is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
TAV Airports November 2022 Investor Bulletin is presented to our investors via the link.
Credit Rating Agency JCR Eurasia, has assigned credit ratings to TAV Havalimanları Holding A.Ş as "A+ (Trk)" on Long-Term National Rating, "J1 (Trk)" on Short-Term National Rating and "BBB+" on Long-Term International Foreign and Local Currency Ratings. All of the rating outlooks are "Stable".
TAV Airports October 2022 Investor Bulletin is presented to our investors via the link.
In accordance with the relevant legislation of the Capital Markets Board our Company had bought back a total of 2,047,331 shares on Borsa Istanbul between March 13 – September 01, 2020 for the purpose of avoiding an imminent and severe loss.
All the shares that were bought back by our Company have been sold on November 1, 2022 on Borsa Istanbul through a block sale at the price of TL76.00.
Please kindly find below the link to the interview conducted with TAV Airports CEO Mr. Serkan KAPTAN on Bloomberg HT.
http://share.interpress.com/download/video/serkankaptan27102022bht.mp4
http://share.interpress.com/download/video/serkankaptan27102022bht.mp4
Our Company's revised forward-looking expectations are presented to our investors in the attachment.
Our Company's unaudited IFRS consolidated financial results for the period ended 30 September 2022 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
https://ir.tav.aero/
https://ir.tav.aero/
We had informed the public in our announcement dated September 19, 2022, that the consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited (the Consortium), submitted a bid for the tender to operate and develop the international passenger & cargo terminals of Lagos Airport in Nigeria for a period of 20 years.
According to the announcement made by the Federal Airports Authority of Nigeria (FAAN), the Consortium has been selected as the "preferred bidder". This selection is subject to the necessary official approvals.
After the necessary approvals are obtained, the next step in the tender process is a negotiation stage between FAAN and the Consortium. The result of this negotiation stage will be disclosed through the Public Disclosure Platform and if the negotiations conclude affirmatively then detailed operating conditions will also be shared with the public.
According to the announcement made by the Federal Airports Authority of Nigeria (FAAN), the Consortium has been selected as the "preferred bidder". This selection is subject to the necessary official approvals.
After the necessary approvals are obtained, the next step in the tender process is a negotiation stage between FAAN and the Consortium. The result of this negotiation stage will be disclosed through the Public Disclosure Platform and if the negotiations conclude affirmatively then detailed operating conditions will also be shared with the public.
Please kindly find below the link to the interview conducted with TAV Airports CEO Mr. Serkan KAPTAN on Bloomberg HT
http://share.interpress.com/download/video/serkankaptan07102022bht.mp4
http://share.interpress.com/download/video/serkankaptan07102022bht.mp4
The consortium formed by TAV Airports Holding, Nahco Management Services Ltd and Planet Project Limited, has submitted a bid for the tender to operate and develop the international passenger & cargo terminals of Lagos Airport which operates in Nigeria for a period of 20 years. Lagos Airport served 6.1 million passengers in 2021 of which 1.6 million were international passengers (7.6 million in 2019 of which 3.2 million were international).
The public shall be notified through all the relevant stages.
This disclosure was postponed as per Article 6 of the Material Events Communiqué (II-15.1).
The public shall be notified through all the relevant stages.
This disclosure was postponed as per Article 6 of the Material Events Communiqué (II-15.1).
In accordance with article 4.2.8 of Corporate Governance Principles annex published by the Capital Markets Board of Turkey, Directors and Officers Liability Insurance of TAV Airports Holding has been renewed for one year at an amount which corresponds to more than 25% of issued capital of our company.
Please kindly find below the link to the interview conducted with TAV Airports Deputy CEO & CFO Ms. Burcu Geriş on EKOTÜRK.
http://share.interpress.com/download/video/burcugeris08092022ekoturk.mp4
http://share.interpress.com/download/video/burcugeris08092022ekoturk.mp4
The Corporate Governance Committee of TAV Airports has decided to extend the corporate governance rating contract with SAHA Kurumsal Yonetim ve Kredi Derecelendirme Hizmetleri A.S, for two more years. The new contract signed on August 15, 2022, will be valid until August 15, 2024.
The periodic revision of the Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with Corporate Governance Principles as set forth by the Capital Markets Board of Turkey. The Corporate Governance rating of our Company has increased to 9,69 on August 12, 2022 from a rating of 9,67 which was announced on August 13, 2021.
You can reach the report via the link
You can reach the report via the link
Please kindly find below the link to the interview conducted with TAV Airports CEO Mr. Serkan KAPTAN on "Dünya Gazetesi Web TV - Patronlar Anlatıyor".
https://youtu.be/7Mn8_jR87Yo
https://youtu.be/7Mn8_jR87Yo
TAV Airports July 2022 Investor Bulletin is presented to our investors via the link.
Please kindly find below the links to the interviews conducted with TAV Airports CEO Mr. Serkan KAPTAN on Bloomberg HT and A Para.
Bloomberg HT:
http://share.interpress.com/download/video/serkankaptan28072022bht.mp4
A Para:
http://share.interpress.com/download/video/serkankaptan28072022apara.mp4
Bloomberg HT:
http://share.interpress.com/download/video/serkankaptan28072022bht.mp4
A Para:
http://share.interpress.com/download/video/serkankaptan28072022apara.mp4
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2022 have been disclosed today. IFRS consolidated financial results, the interim annual report and euro based financial figures of our company are presented on our website.
Our Company's revised forward-looking expectations are presented to our investors in the attachment.
TAV Airports June 2022 Investor Bulletin is presented to our investors via the link.
We had announced in our quarterly operating report disclosed on April 22, 2020 that we had started force majeure compensation discussions with all aviation authorities that we have partnered with, to compensate for the negative effects of the COVID-19 pandemic.
TAV Macedonia DOOEL which is our subsidiary operating Skopje and Ohrid airports in North Macedonia, TAV Airports and the Ministry of Transport and Communication of North Macedonia have signed an agreement in regards to these discussions.
As per this agreement, the concession periods of Skopje and Ohrid airports that we operate in North Macedonia have each been extended for two years and thus the concession expiry date for these airports which was June 2030, has been updated to June 2032.
TAV Macedonia DOOEL which is our subsidiary operating Skopje and Ohrid airports in North Macedonia, TAV Airports and the Ministry of Transport and Communication of North Macedonia have signed an agreement in regards to these discussions.
As per this agreement, the concession periods of Skopje and Ohrid airports that we operate in North Macedonia have each been extended for two years and thus the concession expiry date for these airports which was June 2030, has been updated to June 2032.
TAV Airports May 2022 Investor Bulletin is presented to our investors via the link.
TAV Airports April 2022 Investor Bulletin is presented to our investors via the link.
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2022 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
https://ir.tav.aero/en-EN/
https://ir.tav.aero/en-EN/
TAV Airports March 2022 Investor Bulletin is presented to our investors via the link.
The resolutions of the Ordinary General Assembly Meeting held on 31.03.2022 have been registered by Istanbul Trade Registry Office on 06.04.2022.
Please kindly find below the link to the interview conducted with TAV Airports CFO Ms. Burcu Geriş on Bloomberg HT.
http://share.interpress.com/download/video/burcugeris06042022bht.mp4
http://share.interpress.com/download/video/burcugeris06042022bht.mp4
The most recent version of our Articles of Association is attached.
Amendment to the Company's Articles of Association for the extension of the validity period of authorized capital limit to 2025 has been registered on 06.04.2022. The current version of the Articles of Association which reflects the recent amendments is attached.
As per the proposal of the Audit Committee, the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) was approved and registered as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2022 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
Our Company's net income for the fiscal year 2021 according to the independently audited consolidated financial statements prepared in accordance with "The Capital Markets Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1" is TL 467.689.000.
In 2021, our Company acquired Almaty Airport and won the Antalya Airport concession tender to enable its long term development. Due to the fund requirements of these transactions and the investments required thereof, in accordance with the Dividend Policy of our Company, the resolution to not distribute any dividends was approved by the General Assembly.
In 2021, our Company acquired Almaty Airport and won the Antalya Airport concession tender to enable its long term development. Due to the fund requirements of these transactions and the investments required thereof, in accordance with the Dividend Policy of our Company, the resolution to not distribute any dividends was approved by the General Assembly.
2021 Ordinary General Assembly was held on March 31, 2022.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
As a result of the evaluation made by our Board of Directors, it was unanimously resolved to change the duties of Board Members and senior management in the following manner, to be effective starting May 1, 2022.
A- BOARD OF DIRECTORS
1- Appointment of Mr. Mustafa Sani ŞENER as Deputy Chair of the Board,
2- Appointment of Mr. Franck MEREYDE as Executive Board Member,
3- Continuation of Mr. Fernando Echegaray's duty as Board Member,
B- SENIOR MANAGEMENT
1- Appointment of Mr. Vehbi Serkan KAPTAN who currently serves as Deputy CEO to Chief Executive Officer (CEO),
2- Appointment of Mr. Franck MEREYDE who currently serves as Board Member and Deputy CEO to Executive Board Member,
3- Appointment of Ms. Burcu GERİŞ who currently serves as Chief Financial Officer (CFO), to Deputy CEO and CFO was resolved.
As a result of the changes above, Mr. Mustafa Sani Sener will leave his duty as TAV Airports Chief Executive Officer (CEO) to Mr. Vehbi Serkan Kaptan. Mr. Mustafa Sani Sener will continue to serve in TAV Airports Board of Directors as Deputy Chair of the Board.
A- BOARD OF DIRECTORS
1- Appointment of Mr. Mustafa Sani ŞENER as Deputy Chair of the Board,
2- Appointment of Mr. Franck MEREYDE as Executive Board Member,
3- Continuation of Mr. Fernando Echegaray's duty as Board Member,
B- SENIOR MANAGEMENT
1- Appointment of Mr. Vehbi Serkan KAPTAN who currently serves as Deputy CEO to Chief Executive Officer (CEO),
2- Appointment of Mr. Franck MEREYDE who currently serves as Board Member and Deputy CEO to Executive Board Member,
3- Appointment of Ms. Burcu GERİŞ who currently serves as Chief Financial Officer (CFO), to Deputy CEO and CFO was resolved.
As a result of the changes above, Mr. Mustafa Sani Sener will leave his duty as TAV Airports Chief Executive Officer (CEO) to Mr. Vehbi Serkan Kaptan. Mr. Mustafa Sani Sener will continue to serve in TAV Airports Board of Directors as Deputy Chair of the Board.
Our 51% held joint venture Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş. that has been formed to undertake the necessary investments to increase capacity of Antalya Airport and to operate Antalya Airport for 25 years after 2027, has made a payment of 1,812.5 million euros to State Airports Authority which corresponds to 25% of total rent as per tender specifications and has started the investments specified in the tender.
1.225 billion euros of the upfront rent has been financed by bank loans and the remainder has been financed by equity of Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş.
TAV Airports has provided a guarantee for 50% of the bank loan used in the financing of the upfront payment for an amount of 612.5 million euros.
With this guarantee, the amount of commitments and contingencies provided by TAV Airports reached 32.0% of total assets disclosed in the last public financial statements.
1.225 billion euros of the upfront rent has been financed by bank loans and the remainder has been financed by equity of Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş.
TAV Airports has provided a guarantee for 50% of the bank loan used in the financing of the upfront payment for an amount of 612.5 million euros.
With this guarantee, the amount of commitments and contingencies provided by TAV Airports reached 32.0% of total assets disclosed in the last public financial statements.
Please kindly find below the link to the interview conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on Bloomberg HT.
http://share.interpress.com/download/video/sanisener28032022bht.mp4
http://share.interpress.com/download/video/sanisener28032022bht.mp4
TAV Airports February 2022 Investor Bulletin is presented to our investors via the link.
Sera Yapı Endüstri ve Ticaret A.Ş. will resign from the Board of Directors on March 31, 2022. The election of Mr. Mustafa Sani ŞENER as a Board Member to replace Sera Yapı Endüstri ve Ticaret A.Ş. will be submitted to the approval of our shareholders at the Ordinary General Assembly to be held on March 31, 2022.
The Ordinary General Shareholders' Meeting of our Company will be held at the headquarter of the Company addressed Vadistanbul Bulvar, Ayazaga Mahallesi Azerbaycan Caddesi 2C Blok No:3L/6 34485 Sarıyer/Istanbul on March 31, 2022, Thursday at 10:00 a.m.
Please kindly find below the link to the interview conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on Bloomberg HT.
http://share.interpress.com/download/video/sanisener16022022bht.mp4
http://share.interpress.com/download/video/sanisener16022022bht.mp4
Our Company's net income for the fiscal year 2021 according to the independently audited consolidated financial statements prepared in accordance with "The Capital Markets Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1" is TL 467.689.000.
In 2021, our Company acquired Almaty Airport and won the Antalya Airport concession tender to enable its long term development. Due to the fund requirements of these transactions and the investments required thereof, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2021.
In 2021, our Company acquired Almaty Airport and won the Antalya Airport concession tender to enable its long term development. Due to the fund requirements of these transactions and the investments required thereof, our Board of Directors has unanimously resolved that in accordance with the Dividend Policy of our Company, a dividend distribution proposal will not be made to the approval of the General Assembly to convene for the fiscal year of 2021.
Our Company’s forward-looking expectations are presented to our investors in the attachment.
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2022 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
Our Company's audited IFRS consolidated financial results for the period ended 31 December 2021 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
TAV Airports January 2022 Investor Bulletin is presented to our investors in the attachment.
Please kindly find below the link to the interview conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on Bloomberg HT.
http://share.interpress.com/download/video/sanisener07012022bht.mp4
http://share.interpress.com/download/video/sanisener07012022bht.mp4
We had announced in our quarterly operating report disclosed on April 22, 2020 that we had started force majeure compensation discussions with all aviation authorities that we have partnered with, to compensate for the negative effects of the COVID-19 pandemic. The discussions held between our joint venture which operates Madinah Airport, TIBAH Airports Development CJSC (TIBAH) and Saudi Arabia Aviation Authority (GACA) have finalized.
As a result of these discussions, the operating period of Madinah Airport has been extended. The time that will pass between February 2020 and the end of the calendar year during which Madinah Airport reaches 8.1 million passengers, has been defined as the force majeure period which will be added to the operating period of Madinah Airport. The additional time that will be added to the operating period of the concession cannot be longer than eight years. The concession rent payments due to GACA during the force majeure period have been deferred and will be paid mostly after the end of the force majeure period.
As part of the same agreement, TAV Airports will provide a shareholder loan of 218 million US dollars to TIBAH. The shareholder loan will be mostly used to repay the equity bridge loan maturing in 2021 and will be paid back to TAV Airports with excess cash flows of TIBAH. The excess cash flows will be shared between TAV Airports and GACA where weight will be given to TAV Airports’ shareholder loan. The sharing of the excess cash flows with GACA will stop once all rent due for the force majeure period is paid. Also as part of the agreement, the financial debt of TIBAH excluding the equity bridge loan has been refinanced with a loan that has a lower interest rate and has maturity until 2036.
As a result of these discussions, the operating period of Madinah Airport has been extended. The time that will pass between February 2020 and the end of the calendar year during which Madinah Airport reaches 8.1 million passengers, has been defined as the force majeure period which will be added to the operating period of Madinah Airport. The additional time that will be added to the operating period of the concession cannot be longer than eight years. The concession rent payments due to GACA during the force majeure period have been deferred and will be paid mostly after the end of the force majeure period.
As part of the same agreement, TAV Airports will provide a shareholder loan of 218 million US dollars to TIBAH. The shareholder loan will be mostly used to repay the equity bridge loan maturing in 2021 and will be paid back to TAV Airports with excess cash flows of TIBAH. The excess cash flows will be shared between TAV Airports and GACA where weight will be given to TAV Airports’ shareholder loan. The sharing of the excess cash flows with GACA will stop once all rent due for the force majeure period is paid. Also as part of the agreement, the financial debt of TIBAH excluding the equity bridge loan has been refinanced with a loan that has a lower interest rate and has maturity until 2036.
We had informed our investors on December 1, 2021 that as the highest bidder, the joint venture formed by TAV and Fraport (JV) has won the tender held by State Airports Authority (DHMI) for additional investments to increase capacity of Antalya Airport and concessioning of the operating rights of the existing international terminal, CIP terminal, general aviation terminal, domestic terminal and their auxiliaries. We had also informed our investors that the company that would be formed by JV would sign a concession lease contract with DHMI following the completion of necessary approvals and legal procedures.
Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş. that has been formed to undertake the necessary investments as per tender specifications and to operate Antalya Airport for 25 years after 2027 has signed a concession lease contract with DHMI on December 28, 2021. TAV Airports is 51% shareholder of Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş.
Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş. that has been formed to undertake the necessary investments as per tender specifications and to operate Antalya Airport for 25 years after 2027 has signed a concession lease contract with DHMI on December 28, 2021. TAV Airports is 51% shareholder of Fraport TAV Antalya Yatırım Yapım ve İşletme A.Ş.
The amendment will be proposed to the approval of shareholders at the first General Assembly after the approval of the Ministry of Customs and Trade is obtained.
Please kindly find below the link to the interview conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on Bloomberg HT.
http://share.interpress.com/download/video/sanisener06122021bht.mp4
http://share.interpress.com/download/video/sanisener06122021bht.mp4
As the highest bidder, the joint venture formed by TAV and Fraport (JV) has won the tender held by State Airports Authority (DHMI) for additional investments to increase capacity of Antalya Airport and concessioning of the operating rights of the existing international terminal, CIP terminal, general aviation terminal, domestic terminal and their auxiliaries. As per tender specifications, JV has the concession right to operate Antalya Airport for 25 years between the dates of January 1, 2027 and December 31, 2051. The current concession right held by TAV and Fraport partnership is valid until December 31, 2026.
The service charge will be 17 euros per outgoing international passenger and 3 euros per outgoing domestic passenger during the new concession period between January 1, 2027 and December 31, 2051. 7.25 billion euros (VAT excluded) will be paid as total concession rent to DHMI. An investment of circa 765 million euros is planned on EPC basis of which circa 600 million euros will be expended between 2022-2025 and circa 165 million euros will be expended between 2038-2040. More in-depth information is provided in the presentation attached.
The company that will be formed by JV will sign a lease contract with DHMI following the completion of necessary approvals and legal procedures.
Our Board of Directors has decided to participate, through a joint venture formed by TAV and Fraport, in the tender to be held by State Airports Authority (DHMI) on December 1, 2021 for additional investments to increase capacity of Antalya Airport and concessioning of the operating rights of the existing international terminal, CIP terminal, general aviation terminal, domestic terminal and their auxiliaries.
Our Board of Directors resolved to amend Article 6, "Capital" of Our Company's articles of association in order to extend the validity period of Our Company's authorized capital upper limit from 2021 to 2025 and to propose the amendment to the approval of the first General Assembly after the necessary approvals of the Capital Markets Board and the Ministry of Customs and Trade are obtained.
Our Company's Board of Directors has decided on necessary actions to be taken to obtain the approvals of the Capital Markets Board and the Ministry of Customs and Trade, to amend Article 3, “Main Office and Branches” and Article 6, "Capital" of Our Company’s articles of association, in accordance with the principles of Capital Markets Law, the Turkish Commercial Code, and related legislation.
Amendment of the articles of association is subject to approval of the General Assembly.
Amendment of the articles of association is subject to approval of the General Assembly.
Credit Rating Agency JCR Eurasia, has assigned credit ratings to TAV Havalimanları Holding A.Ş as "A (Trk)" on Long-Term National Rating, "A-1 (Trk)" on Short-Term National Rating, "BBB+" on Long-Term International Foreign and Local Currency Ratings and "A-2" on Short-Term International Foreign and Local Currency Ratings. All of the rating outlooks are "Stable".
Our Company's unaudited IFRS consolidated financial results for the period ended 30 September 2021 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
https://ir.tav.aero/
https://ir.tav.aero/
Please kindly find below the link to the interview conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on Bloomberg HT.
http://share.interpress.com/download/video/sanisener05102021bht.mp4
http://share.interpress.com/download/video/sanisener05102021bht.mp4
In accordance with article 4.2.8 of Corporate Governance Principles annex published by the Capital Markets Board of Turkey, Directors and Officers Liability Insurance of TAV Airports Holding has been renewed for one year at an amount which corresponds to more than 25% of issued capital of our company.
The periodic revision of TAV Airports Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with the corporate governance principles as set forth by the Capital Markets Board of Turkey. TAV Airports' previous corporate governance rating of 9,67 dated August 14, 2020, is hereby confirmed as 9,67.
Please kindly find below the links to the interviews conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on A Para and Ekoturk.
A Para: https://stream.interpress.com/streamfile.ashx?uuid=c5d00245-a399-424c-83d2-ec5c3d14b666
EkoTürk: http://share.interpress.com/download/video/sefersener28072021ekoturk.mp4
A Para: https://stream.interpress.com/streamfile.ashx?uuid=c5d00245-a399-424c-83d2-ec5c3d14b666
EkoTürk: http://share.interpress.com/download/video/sefersener28072021ekoturk.mp4
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2021 have been disclosed today. IFRS consolidated financial results, the interim annual report and euro based financial figures of our company are presented on our website.
Please kindly find below the link to the interview conducted with TAV Airports CEO & Executive Board Member Mr. Sani Sener on BloombergHT.
https://youtu.be/zJJ_Pqxv0DQ
https://youtu.be/zJJ_Pqxv0DQ
Our Company has reached an agreement with the Government of North Macedonia as authorized by the Macedonian Parliament, to invest in our existing Macedonian airports and certain public infrastructure projects a total sum of 49.7 million euros in the course of the next three years. This sum will replace the planned investment in Shtip Cargo Airport as per the amendment to the concession agreement signed between Our Company and the Government of North Macedonia.
We had disclosed on May 8, 2020 that a share purchase agreement had been signed by the consortium formed by TAV Airports and VPE Capital on May 7, 2020 to acquire 100% of shares of Almaty Airport and the associated jet fuel and catering businesses (Almaty Airport) for an enterprise value of 415 million USD. We had also disclosed that TAV Airports’ share in the consortium would be no less than 75% and the share transfers would take place upon closing with the completion of all legal prerequisites and procedures.
The share transfer of Almaty Airport to the consortium took place on April 29, 2021. Almaty Airport is now owned by the consortium of which TAV Airports is an 85% shareholder. The Kazakhstan Infrastructure Fund under the management of VPE Capital, a specialist fund manager in the capital markets of Russia and the CIS, holds the remaining 15% stake in the consortium.
The previously agreed purchase price of an enterprise value of 415 million USD has been revised down to 365 million USD to take into account the traffic decrease in Almaty Airport due to the pandemic. The payment of an additional “earn-out” up to the remaining 50 million USD to the seller will be subject to an earn-out schedule of reaching certain thresholds of traffic recovery by different years. The details of the earn-out schedule are provided in the presentation attached.
The share transfer of Almaty Airport to the consortium took place on April 29, 2021. Almaty Airport is now owned by the consortium of which TAV Airports is an 85% shareholder. The Kazakhstan Infrastructure Fund under the management of VPE Capital, a specialist fund manager in the capital markets of Russia and the CIS, holds the remaining 15% stake in the consortium.
The previously agreed purchase price of an enterprise value of 415 million USD has been revised down to 365 million USD to take into account the traffic decrease in Almaty Airport due to the pandemic. The payment of an additional “earn-out” up to the remaining 50 million USD to the seller will be subject to an earn-out schedule of reaching certain thresholds of traffic recovery by different years. The details of the earn-out schedule are provided in the presentation attached.
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2021 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
As per the proposal of the Audit Committee, the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) was approved and registered as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2021 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
The resolutions of the Ordinary General Assembly Meeting held on 22.03.2021 have been registered by Istanbul Trade Registry Office on 25.03.2021.
Our Company's net loss for the fiscal year 2020 according to the independently audited consolidated financial tables prepared in accordance with "Capital Market Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1" is TL 2.283.284.000 TL.
Since there was a net loss in our Company's Financial Statements for 2020, the resolution to not distribute any dividends, in line with our Company's Dividend Policy was approved unanimously.
Minutes of Minutes and List of attandents General Assembly Results are attached.
Based on article 5, paragraphs 4 and 5 of Capital Markets Board's Communiqué on Share Buy-Backs dated January 3, 2014 (II-22.1), our Board of Directors had resolved on March 12, 2020 and March 26, 2020 to buy-back our Company’s shares as the value of the shares did not reflect the real performance of our Company's activities and the daily weighted average share price declined more than twenty percent in the preceding month. As per these resolutions, TAV Airports bought back a total of 2,047,331 shares in Borsa Istanbul between March 13, 2020 and September 1, 2020, at an average price of TL 16.19.
In accordance with the relevant communiqué, which states that the buy-back decisions are only valid until the next General Assembly, the buy-back resolution of the Board of Directors dated March 26, 2020, is no longer valid and hence automatically canceled after the Ordinary General Assembly which was held on March 22, 2021.
Information on the purpose of the share buy-back, total amount of shares bought-back and the summary of transactions executed were presented as a separate agenda item to the General Assembly on March 22, 2021.
In accordance with the relevant communiqué, which states that the buy-back decisions are only valid until the next General Assembly, the buy-back resolution of the Board of Directors dated March 26, 2020, is no longer valid and hence automatically canceled after the Ordinary General Assembly which was held on March 22, 2021.
Information on the purpose of the share buy-back, total amount of shares bought-back and the summary of transactions executed were presented as a separate agenda item to the General Assembly on March 22, 2021.
TAV Tunisia and its existing lender group have signed a restructuring agreement and reached financial closing to amend the existing financing terms of TAV Tunisia. Senior Debt of TAV Tunisia which was €371.0m in 30.09.2020, fell to €233.6m as a result of the transaction. The details of the agreement are provided in the slide attached.
The Ordinary General Shareholders’ Meeting of our Company will be held at the headquarter of the Company addressed Vadistanbul Bulvar, Ayazaga Mahallesi Azerbaycan Cad. 2C Blok No:3L/6 Sarıyer/Istanbul on March 22, 2021, Monday at 10:00 a.m.
Our Company's net loss for the fiscal year 2020 according to the independently audited consolidated financial tables prepared in accordance with "Capital Market Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1" is TL 2.283.284.000 TL.
Therefore; It is unanimously resolved that there will not be a dividend distribution for 2020 due to the net loss in the financial statements of our Company for the year 2020 in accordance with the Dividend Policy of our Company and that this resolution be submitted to the approval of our shareholders in the Ordinary General Assembly Meeting of our Company to be held for the year 2020.
Therefore; It is unanimously resolved that there will not be a dividend distribution for 2020 due to the net loss in the financial statements of our Company for the year 2020 in accordance with the Dividend Policy of our Company and that this resolution be submitted to the approval of our shareholders in the Ordinary General Assembly Meeting of our Company to be held for the year 2020.
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Deloitte Touche Tohmatsu Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2021 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
Our Company's audited IFRS consolidated financial results for the period ended 31 December 2020 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website.
State Airports Authority (DHMI) has declared to our Company in its formal letter that, the applications that we had made as per our operating contracts due to the Force Majeure conditions created by pandemic related travel restrictions have been evaluated and the operating periods of the following airports that we operate in Turkey which are Antalya, Ankara, Gazipasa-Alanya, Izmir and Milas-Bodrum have been extended for two years. In the same letter, DHMI has also informed us that concession rent payments for these airports that would normally be made in 2022 will be made in 2024.
Our financial reports for 01.01.2020 - 31.12.2020 accounting period are planned to be disclosed to public on 16.02.2021.
Our Board of Directors has decided to participate in the tender to be held by the General Directorate of State Airports Authority on November 20, 2020 for the construction of Çukurova Airport superstructure facilities with a build-operate-transfer model and the transfer of the airport’s operating rights. The public shall be informed of all stages regarding the matter.
Our Company has been informed that in the tender held on November 20, 2020 by the General Directorate of State Airports for construction of Çukurova Airport superstructure facilities with a build-operate-transfer model and the transfer of the airport’s operating rights, the winning bid was submitted by another company.
Our Company's unaudited IFRS consolidated financial results for the period ended 30 September 2020 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website. http://www.tavyatirimciiliskileri.com/en-EN/Pages/IndexPage.aspx
Our financial reports for 01.01.2020 - 30.09.2020 interim accounting period are planned to be disclosed to public on 22.10.2020.
Our Company bought a total of 70.000 TAV Airports shares on Borsa Istanbul at an average price of 14.98 TL on September 01, 2020.
Our Company bought a total of 65.000 TAV Airports shares on Borsa Istanbul at an average price of 15.48 TL on August 31, 2020.
Our Company bought a total of 65.000 TAV Airports shares on Borsa Istanbul at an average price of 15.80 TL on August 28, 2020.
Our Company bought a total of 95.000 TAV Airports shares on Borsa Istanbul at an average price of 15.91 TL on August 27, 2020.
Our Company bought a total of 90.000 TAV Airports shares on Borsa Istanbul at an average price of 15.9666 TL on August 26, 2020.
The periodic revision of TAV Airports Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with the corporate governance principles as set forth by the Capital Markets Board of Turkey. TAV Airports' previous corporate governance rating of 9,67 dated August 16, 2019, is hereby confirmed as 9,67 on August 14, 2020.
The Corporate Governance Committee of TAV Airports has decided to extend the corporate governance rating contract with SAHA Kurumsal Yonetim ve Kredi Derecelendirme Hizmetleri, for two more years. The new contract signed on August 14, 2020, will be valid until August 14, 2022.
The Corporate Governance Committee of TAV Airports has decided to extend the corporate governance rating contract with SAHA Kurumsal Yonetim ve Kredi Derecelendirme Hizmetleri, for two more years. The new contract signed on August 14, 2020, will be valid until August 14, 2022.
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2020 have been disclosed today. IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
http://ir.tav.aero/
http://ir.tav.aero/
Our financial reports for 01.01.2020 - 30.06.2020 interim accounting period are planned to be disclosed to public on 24.07.2020.
Our Company bought a total of 60.000 TAV Airports shares on Borsa Istanbul at an average price of 17.2858 TL on May 13, 2020.
Our Company bought a total of 120.000 TAV Airports shares on Borsa Istanbul at an average price of 16.8871 TL on May 12, 2020.
We had earlier informed the public that the consortium formed by Our Company and VPE Capital had started negotiations with the owner of Almaty Airport for a potential acquisition. We had also informed the public on January 8, 2020 and March 9, 2020 that these negotiations were still ongoing.
As a result of these negotiations, a Share Purchase Agreement has been signed on May 7, 2020 to acquire 100% of the shares of Almaty Airport and the associated jet fuel and catering businesses for an Enterprise Value of 415 million USD. TAV Airports’ share in the consortium will be no less than 75% and the share transfers will take place upon closing with the completion of all legal prerequisites and procedures.
As a result of these negotiations, a Share Purchase Agreement has been signed on May 7, 2020 to acquire 100% of the shares of Almaty Airport and the associated jet fuel and catering businesses for an Enterprise Value of 415 million USD. TAV Airports’ share in the consortium will be no less than 75% and the share transfers will take place upon closing with the completion of all legal prerequisites and procedures.
In our material event disclosure dated February 7, 2020, we had announced our guidance for 2020, under normal market conditions.
The number of commercial flights at the airports we operate has been greatly reduced due to the flight restriction decisions taken by the relevant authorities in the fight against the Covid-19 pandemic, which is a force majeure event. Hence, the guidance disclosed by our Company for 2020 is no longer valid.
Due to the uncertainties regarding the duration of the said precautions, our Company is not able to share a revised guidance for 2020. Since the force majeure conditions are continuing, TAV Airports has taken significant measures to mitigate the effects of the drop in passenger numbers and has achieved material decreases in fixed operating costs. As soon as the uncertainty regarding the duration of flight precautions lifts, TAV Airports intends to disclose revised 2020 guidance.
The number of commercial flights at the airports we operate has been greatly reduced due to the flight restriction decisions taken by the relevant authorities in the fight against the Covid-19 pandemic, which is a force majeure event. Hence, the guidance disclosed by our Company for 2020 is no longer valid.
Due to the uncertainties regarding the duration of the said precautions, our Company is not able to share a revised guidance for 2020. Since the force majeure conditions are continuing, TAV Airports has taken significant measures to mitigate the effects of the drop in passenger numbers and has achieved material decreases in fixed operating costs. As soon as the uncertainty regarding the duration of flight precautions lifts, TAV Airports intends to disclose revised 2020 guidance.
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2020 have been disclosed today.
IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
Our financial reports for 01.01.2020 - 31.03.2020 interim accounting period are planned to be disclosed to public on 22.04.2020.
The resolutions of the Ordinary General Assembly Meeting held on 23.03.2020 have been registered by Istanbul Trade Registry Office on 02.04.2020.
Our Company bought a total of 115.000 TAV Airports shares on Borsa Istanbul at an average price of 16.2682 TL on April 02, 2020.
| The number of commercial flights at the airports we operate has been greatly reduced due to the flight restriction decisions taken by the relevant authorities in the fight against the Covid-19 pandemic. Our company is working to reduce operational costs. With regard to staff costs, TAV Airports Holding and the Group Companies have applied for state support for Covid-19 on Short Work Allowance. In addition, non-mandatory capital expenditures that were disclosed in 2020 guidance are postponed. Our Company is evaluating various cases in regards to outlook and generating action plans depending on the duration and magnitude of the impact. The 2020 guidance which we shared with the public at the beginning of the year, will be revised and shared with the public after the completion of the relevant studies. |
Our Company bought a total of 125.000 TAV Airports shares on Borsa Istanbul at an average price of 15.6346 TL on March 30, 2020.
As per the board resolution of our company dated 12 March 2020 which was valid until the first general assembly held after the resolution was taken, our Company executed share buy-back transactions between March 13-20, 2020 and informed the general assembly on the transactions executed. As the Board of Directors intends to be able to continue to buy back TAV Airports shares if deemed necessary, the Board of Directors has made the following new resolution on March 26,2020: 1- In accordance with relevant articles of the Communique on Buy-Backed Shares II.22 1 of the Capital Market Board dated 3.1.2014 (“Communique”), on the purpose of avoiding an imminent and severe loss to approve that our Company is authorized to buy back its shares on Borsa Istanbul (BIST) until the first General Assembly Meeting to be held pursuant to the provisions of the Communique and by considering the Capital Market Board Press Announcement and Annotation of 21.07.2016 provided that 200.000.000 Turkish Liras in total and as a maximum shall be reserved as a fund and the maximum share amount shall be not exceeding 36.328.125 shares corresponding to 10% of our Company’s paid capital, 2- It is unanimously resolved to submit; all required information within the scope of the Communique containing the purpose of acquisition, sources used and summary of acquisitions for the information of the first General Assembly Meeting to be held, 3- It is unanimously resolved that the process regarding share buy-back to be started on the purpose of avoiding an imminent and severe loss to be disclosed as a material event disclosure and to satisfy the public disclosure obligations according to the Communique.
According to TAV Airports' dividend policy, "except for such special cases necessitated by investments and any other fund requirements that may be required for the long term development of the Company, 50% of the "consolidated net profit for the relevant period" calculated by considering the period financial statements that have been prepared under the Capital Market legislation and in conformity with the International Financial Reporting Standards (IFRS) is distributed in cash or as gratis shares."
Because there are sizeable projects that our Company is preparing for, the distribution of a dividend of TRY 392,491,240 which corresponds to TRY 1.0804059 gross dividend per share to commence on March 25, 2020, was approved by the General Assembly..
Because there are sizeable projects that our Company is preparing for, the distribution of a dividend of TRY 392,491,240 which corresponds to TRY 1.0804059 gross dividend per share to commence on March 25, 2020, was approved by the General Assembly..
Minutes and List of attendants of General Assembly Results are attached.
Our Company bought a total of 156.000 TAV Airports shares on Borsa Istanbul at an average price of 15.21 TL on March 20, 2020.
Our Company bought a total of 54.115 TAV Airports shares on Borsa Istanbul at an average price of 14.99 TL on March 19, 2020.
Our Company bought a total of 180.686 TAV Airports shares on Borsa Istanbul at an average price of 15.3904 TL on March 17, 2020.
Our Company bought a total of 427.000 TAV Airports shares on Borsa Istanbul at an average price of 16.4088 TL on March 16, 2020.
As per the resolution of our Board of Directors taken on March 12, 2020; Our Company bought a total of 424.530 TAV Airports shares on Borsa Istanbul at an average price of 17.09 TL today.
In accordance with the articles 4 and 5 of the Communique II.22 1 of the Capital Markets Board on Share Buy-back dated 3.1.2014 (“Communique”), for the purpose of avoiding an imminent and severe loss, due to the value of our shares as traded on Borsa Istanbul not reflecting our Company’s real performance of its activities and due to the fact that the loss of value of the shares’ daily weighted average price has surpassed 20% in the last month, it is unanimously resolved to approve that our Company shall buy back its shares on Borsa Istanbul (BIST) until the first General Assembly Meeting to be held pursuant to the provisions of the Communique and by considering Capital Markets Board Press Announcement and Annotation of 21.07.2016, provided that 200.000.000 Turkish Liras in total and as a maximum shall be reserved as a fund and the maximum share amount shall not exceed 36.328.125 shares corresponding to 10% of our Company’s paid-in capital, It is unanimously resolved to submit; all required information within the scope of the Communique containing the purpose of acquisition, sources used and summary of purchases to the information of the first General Assembly Meeting to be held, It is unanimously resolved that the process regarding the share buy-back to be started for the purpose of avoiding an imminent and severe loss shall be disclosed as a material event disclosure and the public disclosure obligations according to the Communique shall be satisfied.
We had announced on November 08, 2019 that the consortium formed by our Company, a member of Groupe ADP and VPE Capital had started negotiations with the owner of Kazakhstan Almaty International Airport regarding the potential acquisition of the asset. We had also disclosed on January 08, 2020 that the negotiation process was still ongoing. The negotiation process regarding the transaction described above is still ongoing. This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
TAV Airports Holding's subsidiary, TAV İşletme Hizmetleri A.Ş, has been awarded a concession by Metropolitan Washington Airports Authority to operate the new Passenger Lounge at Washington Dulles International Airport in the United States of America. The operating period of the Passenger Lounge is 10 years and the Lounge will be operated in partnership with Capital One Financial Corporation which is a financial services company based in the United States of America.
The Ordinary General Shareholders’ Meeting of our Company will be held at the headquarter of the Company addressed Vadistanbul Bulvar, Ayazaga Mahallesi Cendere Caddesi No: 109L 2C Blok 34485 Sarıyer/Istanbul on March 23, 2020, Monday at 10:00 a.m.
The Board of Directors has resolved to appoint Mr. Xavier Hürstel as a Board Member, a member of the Risk Assessment Committee and a member of the Nomination Committee to replace Mr. Philippe Pascal, who has resigned from his Board of Directors and committee duties at TAV Airports. Mr. Hürstel's appointment will be submitted to the first General Assembly for approval.
TL 1.0804060 (%108.04060) gross cash dividend per share having nominal value of TL 1 and total gross cash dividend distribution amount TL 392,491,240 will be submitted to the approval of our shareholders in the Ordinary General Assembly Meeting of our Company.
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a partner of Ernst & Young Global Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2020 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
TAV Airports' 2020 Guidance is disclosed on the page attached.
Download File
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Our Company's audited IFRS consolidated financial results for the period ended 31 December 2019 have been disclosed today.
IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
Financials & Operationals
IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
Financials & Operationals
We had announced on November 08, 2019 that the consortium formed by our Company, a member of Groupe ADP and VPE Capital has started negotiations with the owner of Kazakhstan Almaty International Airport regarding the potential acquisition of the asset. The negotiation process is still ongoing. This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
In our Public Disclosure made on April 08, 2019, we had announced that operations in Ataturk Airport were terminated before the end of the lease period on January 3, 2021 due to the opening of Istanbul Airport on April 6, 2019 and the amount of compensation for loss of profit for early termination of Ataturk Airport operations was being evaluated by State Airports Authority (DHMI), TAV Airports and independent consultants. We had also announced that we were expecting to receive a formal notification of the compensation amount from DHMI. The compensation amount has been calculated as a result of the evaluation process carried out between DHMI, TAV Airports and independent consultants. Our Company has received a formal letter from DHMI, specifiying that the compensation amount due to our Company is 389 million euros.
The consortium formed by our Company and VPE Capital has started negotitations with the owner of Kazakhstan Almaty International Airport regarding the potential acquisition of the asset. Almaty Airport served approximately 6 million passengers in 2018. This disclosure was postponed as per Article 6 of the Material Events Communiqué (II-15.1).
TAV Tunisia and The Republic of Tunisia have signed an amendment on November 6, 2019 to the existing concession agreement governing the operation of Monastir and Enfidha airports. This amendment significantly reduces the past and present concession fees of TAV Tunisia and restructures the historical concesion fees payable and the future concession fee calculation schedule. The details of the amendment are provided in the slide attached.
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Our Company's unaudited IFRS consolidated financial results for the period ended 30 September 2019 have been disclosed today. IFRS consolidated financial results and the latest management presentation of our company are presented on our website. http://www.tavyatirimciiliskileri.com
In accordance with article 4.2.8 of Corporate Governance Principles annex published by the Capital Markets Board of Turkey, Directors and Officers Liability Insurance of TAV Airports Holding has been renewed for one year an amount which corresponds to more than 25% of issued capital of our company.
The periodic revision of the Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with Corporate Governance Principles as set forth by the Capital Markets Board of Turkey. The Corporate Governance rating of our Company has increased to 96.67 on 16.08.2019 from a rating of 96.25 which was announced on 17.08.2018, owing to our strong emphasis on developing good corporate governance practices. Sub-categories Weight/Grade/Assigned Shareholders: 0.25 / 95.79 Public Disclosure and Transparency: 0.25 / 98.65 Stakeholders: 0.15 / 98.82 Board of Directors: 0.35 / 94.98 Total : 1.00 / 96.67
The figures for the periods 01.01.2018 - 30.06.2018 and 01.04.2019 - 30.06.2019 in the income statement are inadvertently entered in reverse. The places of the figures will be corrected and our financial statements will be published again after the evening session. There are no errors or changes in our financial figures announced on 23.07.2019 and in our summary financial statements for the interim accounting period.
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2019 have been disclosed today. IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
As a result of the evaluation carried out in relation to the tender to operate and develop Sofia Airport in Bulgaria, with a 35 years concession contract, the consortium formed by TAV Airports Holding and our main shareholder Groupe ADP has not been declared as the concessionaire of the tender.
We had announced on April 26, 2019 that the consortium formed by TAV Airports Holding and our main shareholder Groupe ADP had submitted a bid for the tender to operate and develop Sofia Airport in Bulgaria.
The regulatory body’s evaluation of the tender is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
Our new address was registered on 20.05.2019 by Istanbul Trade Registry Office.
TAV Airports Headquarters has been moved to "Vadistanbul Bulvar, Ayazağa Mahallesi Cendere Caddesi No: 109L 2C Blok 34485 Sarıyer/Istanbul" on May 15, 2019.
The phone and fax numbers of our company which can be found below have not changed:
Tel: +90 212 463 30 00
Fax: +90 212 465 31 00
The consortium formed by TAV Airports Holding and our main shareholder Groupe ADP, submitted a bid for the tender to operate and develop Sofia Airport in Bulgaria, with a 35 years concession contract. Sofia Airport served 7 million passengers in 2018. This disclosure was postponed as per Article 6 of the Material Events Communiqué (II-15.1).
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2019 have been disclosed today. IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
TAV Istanbul has the right to operate Ataturk Airport International and Domestic Terminal Building, Parking Garage and General Aviation Terminal for 15.5 years, from 03.07.2005 00.01 hours until 02.01.2021 24.00 hours as per the lease contract entered into with the State Airports Authority ("DHMI"). As of April 06 2019 02:00, all commercial flights have been transfered to the new Istanbul Aiport
In our Public Disclosure made on January 22, 2013 we announced that in the formal letter addressed to Our Company by State Airports Authority (DHMI), DHMI had stated that it would reimburse our company for loss of profit that may be incurred due to opening of the New Istanbul Airport before the end of TAV Istanbul’s lease period which ends on January 3, 2021 and independent companies may be consulted for the calculation of the total amount of the loss of profit.
The compensation for loss of profit for early termination of Ataturk Airport operations is currently being evaluated by DHMI and TAV. Independent companies are also consulted as part of these evaluations. TAV expects to receive a formal notification of this compensation from DHMI.
TAV Airports Holding Inc.
For further
In our Public Disclosure made on January 22, 2013 we announced that in the formal letter addressed to Our Company by State Airports Authority (DHMI), DHMI had stated that it would reimburse our company for loss of profit that may be incurred due to opening of the New Istanbul Airport before the end of TAV Istanbul’s lease period which ends on January 3, 2021 and independent companies may be consulted for the calculation of the total amount of the loss of profit.
The compensation for loss of profit for early termination of Ataturk Airport operations is currently being evaluated by DHMI and TAV. Independent companies are also consulted as part of these evaluations. TAV expects to receive a formal notification of this compensation from DHMI.
TAV Airports Holding Inc.
For further
The resolutions of the Ordinary General Assembly Meeting held on 18.03.2019 have been registered by Istanbul Trade Registry Office on 02.04.2019.
Our Company's Board of Directors has resolved to submit to the approval of the General Assembly the decision to distribute TRY 2,0854003 (208,54003%) gross cash dividend per each share with a nominal value of TRY 1 starting from March 20, 2019. The total proposed gross cash dividend to be distributed is TRY 757.586.844. Please kindly find attached the relevant Board of Directors resolution, the dividend distribution table and the dividend per share table.
Minutes, List of Attendants and Dividend Distribution Table of General Assembly Results are attached
In accordance with Corporate Governance Communiqué (II-17.1) of Capital Markets Board (CMB), Mrs. Nursel Ilgen, Head of Investor Relations and Member of Corporate Governance Committee who has Capital Market Activities Advanced Level License and Corporate Governance Rating Specialist License will leave her duty as of February 15, 2019.
In accordance with Article 11/2 of the Corporate Governance Communiqué (II-17.1) of CMB Mr. Ali Ozgu Caneri who has Capital Market Activities Advanced Level License and has earned the right to obtain Corporate Governance Rating Specialist License and Mr. Besim Meric who has Capital Market Activities Advanced Level License, Derivative Instruments and Corporate Governance Rating Specialist Licenses are working full time in our company as Investor Relations Executives.
Investor Relations Executives
Ali Ozgu CANERİ
Investor Relations Coordinator
Tel: 0212 463 3000/2124
e-mail: ali.caneri@tav.aero
Besim MERİC
Investor Relations Coordinator
Tel: 0212 463 3000/2123
e-mail: besim.meric@tav.aero
ir@tav.aero
twitter.com/irTAV/
facebook.com/irTAV/
In accordance with Article 11/2 of the Corporate Governance Communiqué (II-17.1) of CMB Mr. Ali Ozgu Caneri who has Capital Market Activities Advanced Level License and has earned the right to obtain Corporate Governance Rating Specialist License and Mr. Besim Meric who has Capital Market Activities Advanced Level License, Derivative Instruments and Corporate Governance Rating Specialist Licenses are working full time in our company as Investor Relations Executives.
Investor Relations Executives
Ali Ozgu CANERİ
Investor Relations Coordinator
Tel: 0212 463 3000/2124
e-mail: ali.caneri@tav.aero
Besim MERİC
Investor Relations Coordinator
Tel: 0212 463 3000/2123
e-mail: besim.meric@tav.aero
ir@tav.aero
twitter.com/irTAV/
facebook.com/irTAV/
The Ordinary General Shareholders’ Meeting of our Company will be held to discuss and settle the following agenda at TAV Academy Meeting Hall (A) in the headquarter of the Company addressed Ataturk Havalimani Dis Hatlar Terminali – A Kapisi VIP Yani Yesilkoy İstanbul on March 18, 2019, Monday at 11:00. All the documents related with the Ordinary General Shareholders’ Meeting can be found our website. http://www.tavyatirimciiliskileri.com/en-EN/Pages/AnnualGeneral.aspx
Our Company's Board of Directors has resolved to submit to the approval of the General Assembly the decision to distribute TRY 2,0854003 (208,54003%) gross cash dividend per each share with a nominal value of TRY 1 starting from March 20, 2019. The total proposed gross cash dividend to be distributed is TRY 757.586.844.
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a partner of Ernst & Young Global Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2019 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
Subject to our traffic and FX assumptions, excluding passenger and EBITDA generated from Istanbul Ataturk Airport operations in 2019, our company’s targets for 2019 are as follows:
-Total TAV Airports Pax (excluding Istanbul Ataturk Airport) 90 to 94 mn
-EBITDA (excluding Istanbul Ataturk Airport) 38-42% lower
-Capex between €70m to €80m
Note: Excluding any impact regarding compensation related with early closure of Istanbul Ataturk Airport. All financial targets are in EUR terms and have been adjusted to reverse the effects of IFRIC 12.
-Total TAV Airports Pax (excluding Istanbul Ataturk Airport) 90 to 94 mn
-EBITDA (excluding Istanbul Ataturk Airport) 38-42% lower
-Capex between €70m to €80m
Note: Excluding any impact regarding compensation related with early closure of Istanbul Ataturk Airport. All financial targets are in EUR terms and have been adjusted to reverse the effects of IFRIC 12.
Our Company's audited IFRS consolidated financial results for the period ended 30 June 2018 have been disclosed today. IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
Our Company's unaudited IFRS consolidated financial results for the period ended 31 March 2018 have been disclosed today. IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
The most recent version of our Articles of Association is attached.
Amendment to the Company's Articles of Association for the extension of the validity period of authorized capital limit to 2021 has been registered on 28.03.2018. The current version of the Articles of Association which reflects the recent amendments is attached.
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Minutes, List of attendants and Dividend Distribution Table of General Assembly Results are attached.
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Our Company's Board of Directors resolution to distribute TRY 1.1186141 (111.86141%) gross cash dividend per each share with a nominal value of TRY 1 starting from March 28, 2018 was approved by the General Assembly. The total proposed gross cash dividend to be distributed is TRY 406.371.533. Please kindly find attached the relevant Board of Directors resolution, the dividend distribution table and the dividend per share table.
The amendment was approved by General Assembly after the approval of the Ministry of Customs and Trade.