IFM Australian Infrastructure Fund and IFM International Infrastructure Fund managed by IFM Investors, QSuper, AustralianSuper Pty. Ltd. and Global Infrastructure Partners (“the Consortium”) made an unsolicited, indicative, conditional and non-binding proposal to acquire Sydney Airport Limited (ASX:SYD) from group of sellers for AUD 23.6 billion on July 2, 2021. IFM Australian Infrastructure Fund and IFM International Infrastructure Fund managed by IFM Investors, QSuper, AustralianSuper Pty. Ltd. and Global Infrastructure Partners (“the Consortium”) entered into a Scheme Implementation Deed to acquire Sydney Airport Limited from UniSuper Limited and others on November 8, 2021. As reported, the Consortium offered to acquire 100% of the stapled securities in Sydney Airport at an indicative price of AUD 8.25 cash per stapled security. On August 16, 2021, IFM Investors, QSuper and Global Infrastructure Partners (“the Consortium”) revised its offer to AUD 8.45 per share.

The indicative proposal is contingent on certain conditions including UniSuper Ltd which holds approximately 15% of Sydney Airport's total securities, agreeing that it would reinvest its equity interest in Sydney Airport for an equivalent equity interest in the Consortium's holding vehicle rather than receive a cash consideration, provision by Sydney Airport of due diligence, and, if provided, satisfactory completion of that due diligence by the Consortium; approval from each of the investment committees of the Consortium members; a unanimous recommendation by the Sydney Airport Boards that Securityholders vote in favour of the schemes of arrangement in the absence of a superior proposal, subject to an independent expert concluding that the Indicative Proposal is in the best interests of Securityholders; entry into a mutually acceptable scheme implementation deed between Sydney Airport and a company owned by the Consortium members.

Any scheme implementation deed would also be subject to a few conditions, including Sydney Airport Securityholder approval, and court and regulatory approvals, including Foreign Investment Review Board (FIRB) and Australian Competition & Consumer Commission (ACCC). Sydney Airport's board told shareholders to take no action, hinting the offer was too low. The Board of Directors of Sydney Airport Limited has rejected the revised offer as well. As of September 13, 2021, the current intention of the Board of Sydney Airport is to unanimously recommend that shareholders vote in favour of the revised proposal of AUD 8.75 per share, subject to parties entering into a binding scheme implementation agreement on terms acceptable to Sydney Airport and Sydney Airport having completed an assessment of the conditionality of the binding offer to its satisfaction. Other terms of the offer remains as it is. Sydney Airport shareholders do not need to take any action in response to the Further Revised Indicative Proposal. The Sydney Airport Boards unanimously recommend that Sydney Airport Securityholders vote in favour of the Schemes. As of December 9, 2021, the transaction is approved by European Commission and Australian Competition and Consumer Commission. As of December 22, 2021, Foreign Investment Review Board approved the transaction.

As on October 18, 2021, the four-week due diligence period has now concluded. The Sydney Airport Boards continue to negotiate the relevant transaction documents with a view to the parties seeking their respective internal approvals over the coming weeks. It remains the Sydney Airport Boards' intention to unanimously recommend that securityholders vote in favour of the Proposal, in the absence of a superior proposal and subject to an independent expert concluding that the proposed transaction is in the best interests of Sydney Airport securityholders. As of December 17, 2021, court approved convening of scheme meeting to be held on February 3, 2022. As of January 19, 2022, Proxy advisors including Institutional Shareholder Services Inc, Ownership Matters and the Australian Council of Superannuation Investors have recommended the shareholders to accept the offer from the consortium. Australian Foundation Investment Company would have been a long-term investor in Sydney Airport, and has accepted that the deal is likely to proceed. As of February 3, 2022, Sydney Airport shareholders approved the scheme of arrangement. The Scheme remains subject to Court approval in order to be implemented and certain other conditions precedent. Court hearing is expected to be held on February 9, 2022. Scheme is expected to become effective on February 9, 2022 and implement on March 9, 2022. Supreme Court of New South Wales approved the transaction on February 9, 2022.

UBS Advisory and Capital Markets Australia Pty Limited and Barrenjoey Capital Partners acted as financial advisors and Allens acted as legal advisor for Sydney Airport Limited. Goldman Sachs Australia Pty Ltd and Macquarie Group Services Australia Pty Limited acted as financial advisors to IFM Investors Pty Ltd. Tony Damian, Andrew Rich, Cameron Sivwright, Raul Vellani and Benedict Cheung of HSF acted as legal advisor to a consortium of infrastructure investors. Computershare Limited (ASX:CPU) acted as registrar to Sydney Airport. Kroll, LLC acted as fairness opinion provider to the directors of Sydney Airport Limited.

IFM Australian Infrastructure Fund and IFM International Infrastructure Fund managed by IFM Investors, QSuper, AustralianSuper Pty. Ltd. and Global Infrastructure Partners (“the Consortium”) completed the acquisition of indicative, conditional and non-binding acquisition of Sydney Airport Limited (ASX:SYD) from group of sellers on February 9, 2022. The court approval has been lodged with the Australian Securities and scheme is effective and it is expected that trading in Sydney Airport's securities will be suspended from the close of trade of February 9, 2022. The Scheme Consideration will be paid by Sydney Aviation Alliance Pty Ltd on the implementation date, which is expected to be Wednesday, March 9, 2022. The securities of Sydney Airport (‘SYD') will be suspended from quotation at the close of trading today on Wednesday, 9 February 2022.