Saudi Arabia’s Public Investment Fund ( PIF ) and infrastructure funds managed by French private equity investor Ardian are set to acquire a bigger stake in Heathrow Airport than announced last November, after other shareholders exercised their tag-along rights. 

Spanish infrastructure concern Ferrovial originally agreed to sell its entire 25% stake in FGP TopCo, parent company of Heathrow Airport Holdings, for £2.37 billion ( US$3 billion ). Ardian was to acquire 15% of the stake and PIF 10%.

Such transactions are subject to complying with right of first offer ( Rofo ) and full tag-along rights. In January 2024, other shareholders representing 35% of the share capital of TopCo elected to exercise their tag-along rights, beginning a new round of negotiations.  

Under the revised agreement, Ardian will now acquire 22.6% of TopCo while PIF will acquire 15%, through separate vehicles.  The combined 37.6% stake increases the value of the transaction to £3.26 billion.

Each of the sellers will sell a pro rata portion of their shares prior to the transaction, and remain as shareholders of TopCo. Following completion of the transaction, the sellers will retain 10% of TopCo. Out of this 10%, Ferrovial will hold a 5.25% stake.

It has not been announced which existing shareholders have agreed to sell some of their stakes. Along with Ferrovial ( 25% ) the existing shareholders are Qatar Investment Authority ( 20% ), CDPQ ( 12.62% ) GIC of Singapore ( 11.2% ), Australian Retirement Trust ( 11.18% ), China Investment Corp ( 10% ) and UK Universities Superannuation Scheme ( 10% ).

Ferrovial became majority shareholder of Heathrow in 2006, acquiring a 55.87% stake. It sold an initial 10.6% stake to Qatar Holding in 2012, and eventually reduced its stake to 25% in 2013.

In 2023 Heathrow was the second-busiest airport in the world for international passenger traffic, behind Dubai International Airport and just ahead of Tokyo Haneda.

Ardian ( formerly Axa Private Equity ) has US$166 billion in assets under management or advisory.