Meinl Airports International Ltd.
Meinl Airports International:
St, Helier Jersey (euro adhoc) -
Significantly enhances governance and value for investors
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
companies/Restructuring
St Helier, Jersey, 11 July 2008.
Meinl Airports International Limited ("MAI" or the "Company"),
incorporated in Jersey and whose certificates representing shares in
the Company are listed on the Third Market of the Vienna Stock
Exchange, is pleased to announce today two proposed new directors as
part of the Company´s reconstitution of its Board and significant
revisions to the Company´s existing arrangements with both Meinl Bank
AG ("Meinl Bank") and Meinl Airports Managers Limited ("MAM")
(together with their respective affiliates, the "Meinl Bank Group").
Such proposals are subject to the fulfilment of certain conditions.The proposed additions to the Board will bring further valuable experience to the Company, enhance the independence of the Board and help raise the Company´s overall standards of corporate governance. In addition, the proposed changes to the Company´s existing arrangements with the Meinl Bank Group are expected significantly to benefit the Company both financially and operationally and thereby enhance value for all investors.
Highlights
The Board has taken note of concerns expressed by certain investors and has been evaluating ways to demonstrate its independence. Certain Board members are considering stepping aside as directors at the conclusion of the Annual General Meeting on 28 July 2008 to allow for new appointments to be made to the Board;
Board to be increased from 6 to 8 members to add to its experience and in particular its aviation and airport industry skill-set, as well as to reinforce its independence from the Meinl Bank Group;
Peter Henkel, Senior Vice President Special Projects at Fraport AG, and Dzintars Pomers, former President and CEO of Riga International Airport, have both agreed to join the Board as additional directors;
Notice to be given terminating the Placement and Market-Maker Agreement with Meinl Bank;
Licence fee payable under the Licence Agreement with Meinl Bank renegotiated, with payment now to be based upon the Company´s market capitalisation and contingent upon achievement of a minimum quarterly average market price of EUR10.00 per certificate; and
Management Agreement with MAM to be revised significantly both with regard to the calculation of the management fee and the management structure of MAM.
Louis Turpen, Chairman of MAI, said: "The proposed additions to the MAI Board and the renegotiation of the commercial arrangements with the Meinl Bank Group address head-on the questions raised by investors relating to the independence of the Board, the need to adopt higher standards of governance and to improve significantly in favour of the Company the financial terms of our commercial relationships with the Meinl Bank Group. We believe these proposals are in the best interests of MAI and that, as reconstituted, the Board will be well positioned to move the Company forward for the benefit of all our investors."
Board Proposals
Following conclusion of the detailed strategic review carried out by the Board of MAI, in conjunction with its financial advisers Blackwood Capital Group and Lazard & Co., Limited, a number of areas were identified in which changes to the Company´s commercial and governance arrangements could serve to enhance value for all investors. In particular, the Company has conducted a detailed review of its existing arrangements with the Meinl Bank Group and the Company wishes to thank the Meinl Bank Group for its cooperation and constructive responses to the issues raised during the review.
Ahead of the Annual General Meeting ("AGM") and the Extraordinary
General Meeting ("EGM") convened for 28 July 2008 in Jersey to
consider a number of resolutions requested by a group of certificate
holders (the "Requisitioning Investors"), the MAI Board is pleased to
put forward a series of proposals (the "Board Proposals") designed to
address investors´ concerns and better position MAI for future
growth.The Board Proposals can be summarised as follows:
Board Composition
The Board has taken note of concerns expressed by certain investors and has been evaluating ways to demonstrate its independence. It is proposed that the MAI Board be reconstituted in order to address these concerns, strengthen significantly its aviation and airport industry expertise and to bring its operating procedures into line with international standards commonly expected for listed companies. Accordingly, certain Board members are considering stepping aside as directors at the conclusion of the Annual General Meeting on 28 July 2008 to allow for new appointments to be made to the Board.
As already announced, the agenda for the AGM includes a resolution to amend MAI´s Articles of Association. This amendment, if approved, will have the effect of requiring one third of directors to stand for re-election on an annual basis, from 2009 onwards. This represents a significant step to improving the future accountability of directors to our investors, which the Board believes will be widely welcomed.
The Board is also proposing to strengthen the MAI Board with the appointment of two new directors, each of whom is demonstrably independent of the Meinl Bank Group, and is in the final stages of concluding these appointments. This will increase the total number of directors of the Company from 6 to 8. The Company has also appointed an international executive search consultancy to seek further new Board members and welcomes the opportunity to work with all investors to ensure that the best possible candidates are identified.
The proposed two new directors, each of whom has consented to his prospective appointment to the Board, are Peter Henkel and Dzintars Pomers.
Peter Henkel has more than 30 years of international experience in the planning, project development and management of airports, in particular having served in a range of senior roles at Fraport AG, formerly Flughafen Frankfurt Main AG since 1986. Since 2001, Mr. Henkel has been Senior Vice President Special Projects at Fraport AG and prior to this his positions there have included Senior Vice President Airport Investments and Management and Director Technical Planning and Airconsult.
Dzintars Pomers has over 15 years of experience in the aviation industry having served as President and CEO of Riga International Airport, Latvia between 1992 and 2007. Prior to that Mr. Pomers held various senior positions in the Ministry of Transport, Latvia.
Amendments to Agreements with the Meinl Bank Group
In addition to the proposed Board changes outlined above the Board Proposals include significant revisions to the terms of MAI´s commercial arrangements with the Meinl Bank Group. Taken together, the Board believes these revisions will provide significant operational and financial benefits to the Company, improving the management structure and the control which the Board is able to exercise as the Company moves into its next phase of growth.
These amendments require no additional payment by the Company to the Meinl Bank Group.
Placement and Market-Maker Agreement with Meinl Bank
The Board has concluded that the existing Placement and Market-Maker
Agreement with Meinl Bank no longer reflects the Company´s
requirements at this time and will give notice terminating the
Placement and Market-Maker Agreement subject to receiving
confirmation from the Jersey Financial Services Commission ("JFSC")
that it has no objection to such termination. The Company is in
discussions with a number of prospective market makers and expects to
announce one or more new appointments in the near future. The
Company is also reviewing its current listing with a view to
improving the liquidity of trading in its certificates and is seeking
analyst research coverage on the Company.Licence Agreement with Meinl Bank
The Board believes that the terms of the Licence Agreement with Meinl Bank should be amended to be more reflective of the success derived from the use of the Meinl name under licence. Accordingly, it has been conditionally agreed that future payments under the Licence Agreement should be contingent upon the average quarterly market price at which the certificates trade on the Vienna Stock Exchange being equal to or exceeding EUR10.00. In addition, the amount of the licence fee should now be calculated as a percentage of the average quarterly market capitalisation of the Company, thus aligning the fee structure with investors´ interests. The threshold for payments of EUR10.00 per certificate (i.e. the minimum market price of certificates before the licence fee is payable) will also increase by 10% on 1 July of each year starting in 2009.
Management Agreement with MAM
MAM has responsibility for the operational management of the Company´s airport investments under the terms of a Management Agreement originally entered into at the time of the Company´s IPO in April 2007. It has now been conditionally agreed with MAM that the terms of the Management Agreement should be amended in the following respects:
to require a restructuring of the management of MAM with additional senior appointments to be made in order to better equip the Manager for the ongoing performance of its management duties;
to add additional regular reporting requirements to be met by the Manager so as to enable the Board to exercise more effective supervision of the Manager´s activities;
to amend the structure of the base fee payable to MAM so that instead of such fee being based entirely on asset value, a significant portion of the fee (one third) shall be based instead upon average annual market capitalisation, thus aligning the base fee payable to MAM with investors´ interests;
to establish an Investment Committee comprising five members, three of whom will be members of the MAI Board. A three stage approval process will also be introduced for all investments such that Investment Committee approval will be required at certain key stages of a transaction. Part of the approval process at the various stages will include agreeing a costs budget and list of approved advisers. Larger transactions will require MAI Board approval before completion. The formulation of preliminary recommendations for proposed investment projects will be undertaken at the Manager´s own cost;
to clarify those categories of costs and expenses to be borne by MAM and hence included as part of the management fee; and
due to the significant changes to the Management Agreement, to provide for the operation of the Management Agreement to be kept under review until the quarter commencing 1 April 2009, in order to determine whether the interests of the Company are best served by an external manager or whether it would be more appropriate to adopt an alternative structure. In connection with this, MAI has entered into non-binding heads of terms with MAM and Meinl Bank relating to a call option which would enable MAI to give notice to terminate the Management Agreement with immediate effect at any time over the 12 month period following execution of a legally binding option agreement, which MAI expects to conclude shortly. The parties have agreed that the exercise price will be in the range of EUR30 - 35 million. The actual exercise price will be agreed between the parties based on the net present value calculation of the fees due under the terms of the revised Management and Licence Agreements over a six year period, or in the absence of such agreement, as determined by an independent accountant. Exercise of the option will be conditional upon investor consent and the JFSC approving the termination of the Management Agreement.
Conditions of the Board Proposals
The new Board appointments and, at the request of the Meinl Bank Group, the changes proposed to the Licence Agreement and Management Agreement and the call option outlined above will be conditional upon a majority of the Board following the AGM and EGM comprising existing directors of the Company together with those additional persons named above who have been recommended for appointment as additional directors by the existing Board. Such proposals are also conditional where applicable upon the JFSC either approving or confirming that it has no objection to the Board proposals.
Board Recommendation
The Board of MAI, who have been advised by Blackwood Capital Group and by Lazard & Co., Limited, believes the Board Proposals are in the best interests of both the Company and investors and are in stark contrast to the uncertain future offered by the Requisitioning Investors, who have still made no clear statement as to their proposals for the Company, other than as set out in the notice of EGM.
The MAI Board strongly recommends holders of certificates to support the Board Proposals and to reject the proposals put forward by the Requisitioning Investors for consideration at the EGM convened for 28 July 2008.
Investors wishing to support the Board Proposals should ensure that the votes attaching to the shares represented by their certificates are cast against each of the resolutions 1 to 16 at the EGM. The Company will offer free of charge to its investors the services of an independent proxy agent for those investors who will not be able to attend the EGM in person. Under the supervision of a notary, the independent proxy agent will vote in accordance with the voting instructions given to him by the investors. Details of how to exercise voting rights and the approved forms of proxy for use in relation to the AGM and EGM can both be found on the Company´s website (www.meinlairports.com).
Investor Conference Call
An investor conference call hosted by Louis Turpen, Chairman of MAI, will be held at 4pm CET (3pm UK time) today, 11 July 2008.
International Access Number: +44 (0) 203 003 2666
Austrian Free Phone Number: 0800005384
Participants need to state that they are dialling into the Meinl Airports International investor conference call.
There will also be a replay facility available:
Replay Access Number: +44 (0) 208 196 1998
Replay Pin Number: 9918141
A recording of the call will also be available online at: www.meinlairports.com
Retail Investor Helpline A retail investor helpline will be available in Austria from Saturday 12 July 2008 to assist investors who have enquiries regarding the voting arrangements. The helpline number in Austria is 0800-222044
Blackwood Capital Group Holding Limited is acting solely for Meinl Airports International Limited in connection with the matters referred to in this announcement and will not be responsible to anyone other than Meinl Airports International Limited for providing the protections afforded to clients of Blackwood Capital Group Holding Limited or for providing advice in relation to the matters referred to in this announcement.
Lazard & Co., Limited is acting solely for Meinl Airports International Limited in connection with the matters referred to in this announcement and will not be responsible to anyone other than Meinl Airports International Limited for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the matters referred to in this announcement.
About Meinl Airports International
MAI is a long-term investor in airports and airport-related businesses with a particular focus on growth markets in Central and Eastern Europe, South Eastern Europe and Russia. The Company was founded in 2006 and since April 2007 its certificates, representing shares in the Company, have been listed on the Third Market of the Vienna Stock Exchange.
MAI has successfully made seven acquisitions already and today is an active investor in airports with a combined total of more than 30 million annual passengers. In both Poland and Russia, MAI was the first foreign investor in international airports. The Company´s current portfolio includes investments in Lake Baikal Airport, Ulan Ude (Russia), TAV Airports (Turkey), Sochaczew Airport Development (Poland), Bydgoszcz Airport (Poland) and Parma Airport (Italy). The Company believes that all of these airports have a significant future growth potential.
MAI is also currently evaluating further potential investments, the majority of which are located in the Company´s core target markets of Central and Eastern Europe, South Eastern Europe and Russia.
MAI is incorporated and registered in Jersey (registered number 93803), with its registered office at 26 New Street, St Helier, Jersey, Channel Islands JE2 3RA.
end of announcement euro adhoc
Further inquiry note:
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Michael Berkeley Bernhard Hudik
+44 (0) 20 7638 9571 +43 1 5244 300
Branche: Real Estate
ISIN: AT0000A053N4
WKN:
Index: other listings
Börsen: Wiener Börse AG / Third Market