Confirmed levels of acceptances, scaling

Canada Pension Plan Investment Board confirms final acceptance levels of acceptances, scaling and unblocking of shares not taken up in Auckland Airport offer

AUCKLAND, NZ (25 March 2008): The Canada Pension Plan Investment Board (CPPIB) today confirmed the final levels of acceptances into its partial offer for 39.53% of the fully paid ordinary shares (Offer) in Auckland International Airport Limited (AIAL) not already owned or controlled by CPPIB.

As previously confirmed, acceptance forms post-marked not later than 5pm on 13 March 2008 and received on or before 20 March 2008 have been counted as valid acceptances. CPPIB confirms that the final level of acceptances into the Offer total 63.5% of the fully paid ordinary shares in AIAL.

CPPIB can therefore confirm that AIAL shareholders who accepted 39.53% or less of their shareholding into the Offer will, if the Offer becomes unconditional, have their AIAL shares taken up in full by CPPIB. Those AIAL shareholders who accepted more than 39.53% of their holding into the Offer will, if the Offer becomes unconditional, have 39.53% of their shareholding taken up in full by CPPIB plus 35.273038% of any additional AIAL shares that shareholder accepted into the Offer. By way of examples:

/ Number of AIAL Shares held at 5pm on 13 March 2008 / Number of AIAL shares accepted into the Offer / Number of AIAL Shares taken up by CPPIB if the Offer becomes unconditional / Total Consideration Payable at NZ$3.598 per AIAL share if the Offer becomes unconditional
Shareholder A / 1,600 / 1,600 / 973 / NZ$3,500.85
Shareholder B / 10,000 / 10,000 / 6,086 / NZ$21,897.43

AIAL shares that were accepted into the Offer but will not be taken up by CPPIB as a result of scaling (if the Offer becomes unconditional) are now tradable.

In relation to the separate shareholder vote, as previously confirmed, 973,962,269 shares were voted (representing 79.7% of the total shares in the company), of which 57.7% were in favour of CPPIB’s offer.

CPPIB’s Vice President - Head of Infrastructure, Graeme Bevans, said that CPPIB was extremely pleased with the level of acceptances received.

“More than 29,000 Auckland Airport shareholders have sold into our offer. Almost 80% of shareholders by value participated in the voting process, with more than 57% being in favour of our partial takeover offer, and more than 82% of the free-float by value accepted the Offer.

“Overall, those shareholders who accepted into our offer will realise proceeds of around $1.8 billion if our offer receives Overseas Investment approval, much of which will be invested back into the New Zealand economy.”

Shareholders will receive $3.6555 per share for all those shares accepted into the offer, less 5.75 cents per share to reflect the payment of the interim dividend and the resultant decrease in the equity value of Auckland International Airport.

CPPIB is awaiting a decision on its Overseas Investment application in relation to its Offer. If Overseas Investment approval is granted, shareholders will be sent payment for their AIAL shares taken up by CPPIB within seven days of the Offer becoming unconditional.

ENDS

About CPP Investment Board:

The CPP Investment Board invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. As at December 31, 2007, the CPP Fund was C$119.4 billion (NZ$148.7 billion) of which C$2.5 billion (NZ$3.1 billion) represents infrastructure investments. In order to build a diversified portfolio of CPP assets, the CPP Investment Board is investing in publicly-traded stocks, private equities, real estate, inflation-linked bonds, infrastructure and fixed income.

Based in Toronto, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm's length from governments.

UBS has acted as financial advisor and Bell Gully has acted as legal advisor to CPPIB.

© Scoop Media