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 GeriĹź on EKOTÜRK.
http://share.interpress.com/download/video/tav20241031ekotürktv.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 GeriĹź on CNBC-E.
http://share.interpress.com/download/video/cnbce202410241432.mp4
1. our Company merges with TAV Gayrimenkul GeliĹźtirme Anonim Ĺžirketi, 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 Ä°stanbul A.Ĺž., 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 GeliĹźtirme Anonim Ĺžirketi, 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 GeliĹźtirme Anonim Ĺžirketi 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.
The tender process is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
• 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)
The tender process is still ongoing.
This disclosure is made as per Article 23, paragraph 7 of the Material Events Communiqué (II-15.1).
1. our Company merges with TAV Gayrimenkul GeliĹźtirme Anonim Ĺžirketi, 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 Ä°stanbul A.Ĺž., 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 GeliĹźtirme Anonim Ĺžirketi, 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 GeliĹźtirme Anonim Ĺžirketi 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.
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.
M. Sani Ĺžener 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 Ĺžener on May 1, 2024 and his membership will be presented to the next General Assembly for approval.
https://ir.tav.aero/en-EN/
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 EyüboÄźlu (Chair)
2. Edward Rodolphe Paul Arkwright (Member)
RISK COMMITTEE
1. Philippe Dominique Rene Bonnave (Chair)
2. Ali Haydar Kurtdarcan (Member)
3. Nurgün EyüboÄźlu (Member)
4. Xavier Marie Martin Benoit Hurstel (Member)
5. Jerome Paul Jacques Marie Calvet (Member)
6. Antoine Roger Bernard Crombez (Member)
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
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 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 has withdrawn from the tender process described above. Thus, TAV is no longer a part of the tender process.
http://share.interpress.com/download/video/bloomberght202403011415.mp4
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.
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 approved tranche issuance certificate is presented via the link.
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.
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.
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.
"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)
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).
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.
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 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).
https://ir.tav.aero/en-EN/
http://share.interpress.com/download/video/serkankaptan11072023bht.mp4
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.
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 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.
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).
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
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, 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.
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 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.
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.
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).
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.
http://share.interpress.com/download/video/serkankaptan27102022bht.mp4
https://ir.tav.aero/
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.
http://share.interpress.com/download/video/serkankaptan07102022bht.mp4
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).
http://share.interpress.com/download/video/burcugeris08092022ekoturk.mp4
You can reach the report via the link
https://youtu.be/7Mn8_jR87Yo
Bloomberg HT:
http://share.interpress.com/download/video/serkankaptan28072022bht.mp4
A Para:
http://share.interpress.com/download/video/serkankaptan28072022apara.mp4
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.
https://ir.tav.aero/en-EN/
http://share.interpress.com/download/video/burcugeris06042022bht.mp4
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.
Minutes of Meeting with the decisions taken of the Ordinary General Assembly can be reached via the link.
A- BOARD OF DIRECTORS
1- Appointment of Mr. Mustafa Sani ĹžENER 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 GERÄ°Ĺž 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.
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.
http://share.interpress.com/download/video/sanisener28032022bht.mp4
http://share.interpress.com/download/video/sanisener16022022bht.mp4
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.
http://share.interpress.com/download/video/sanisener07012022bht.mp4
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.
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.
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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.
Amendment of the articles of association is subject to approval of the General Assembly.
https://ir.tav.aero/
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A Para: https://stream.interpress.com/streamfile.ashx?uuid=c5d00245-a399-424c-83d2-ec5c3d14b666
EkoTürk: http://share.interpress.com/download/video/sefersener28072021ekoturk.mp4
https://youtu.be/zJJ_Pqxv0DQ
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.
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.
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.
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.
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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.
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.
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. |
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..
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IFRS consolidated financial results, press release and the latest management presentation of our company are presented on our website.
Financials & Operationals
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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).
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
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 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 CANERÄ°
Investor Relations Coordinator
Tel: 0212 463 3000/2124
e-mail: ali.caneri@tav.aero
Besim MERÄ°C
Investor Relations Coordinator
Tel: 0212 463 3000/2123
e-mail: besim.meric@tav.aero
ir@tav.aero
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facebook.com/irTAV/
-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.
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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.