French airport operator Groupe ADP has entered into agreements with the GMR Promoter Group to sell securities that represent up to 7.3% of the equity share capital of GMR Airports Ltd (GAL). According to a statement from Groupe ADP, this includes the early purchase of convertible bonds held by the operator by the GMR Promoter Group.
The transaction is projected to yield approximately €924 million in post-tax cash proceeds. The agreements comprise three distinct arrangements. The initial phase, completed on Friday, involved the sale of 3.4% of GAL’s ordinary equity shares to GMR Group for €256 million. Additionally, GMR Group has been granted call options, while Groupe ADP retains matching put options for securities representing 3.9% of GAL’s ordinary equity shares, estimated at €285 million. The transfer resulting from the exercise of these options is scheduled for completion by April 30, 2027.
Furthermore, GMR Group will buy back Foreign Currency Convertible Bonds (FCCBs) held by Groupe ADP, valued at €301 million, plus accrued interest. This concluding phase is expected to finalize by March 31, 2027.
Groupe ADP asserts that its governance rights in GAL and co-promoter status will remain intact after the transaction’s completion. The arrangement is designed to rebalance the economic exposure between Groupe ADP and GMR Group while preserving their long-term collaboration without necessitating additional capital investments.
The company noted that this transaction aligns with its strategy to optimize the financial contributions of its international assets. Groupe ADP added that the sale allows it to realize part of GAL’s value appreciation since its acquisition in 2020, while still maintaining exposure to future growth.
Philippe Pascal, Chairman and CEO of Groupe ADP, expressed that the agreement strengthens the joint venture with GMR Group while enabling the realization of part of the value generated since the initial investment. He emphasized that the total 7.3% stake sale reflects an underlying valuation four times higher than that at the time of Groupe ADP’s initial investment.
Proceeds from the transaction will assist in a balanced capital allocation strategy between short-term deleveraging and shareholder returns. Pascal also stated that the generated cash would offer flexibility for future development projects and support dividend distribution.
Groupe ADP initially acquired a 49% stake in GMR Airports Ltd in the first half of 2020, for around €1.3 billion. Following a restructuring of GMR Infrastructure Ltd, GAL merged with the parent entity in July 2024, forming a single listed airport holding company.
Currently, Groupe ADP holds ordinary equity shares and Optionally Convertible Redeemable Preferred Shares (OCRPS), representing 32.3% of share capital and 45.7% of economic interest in GAL. After the completion of the first tranche, Groupe ADP’s economic interest will decline to 43.0%, with a possible further decrease to 39.8% upon completing the second tranche. The company anticipates converting a portion of its OCRPS holdings to maintain a shareholding level closer to that of GMR Group, while still preserving long-term economic exposure to GAL.
Published on April 24, 2026.
