INTEGRATED REPORT 2019

Our legal structure

Airports Company South Africa derives value from aeronautical and non-aeronautical operations, including local and international investments. This is structured as follows:

100%-owned subsidiaries1

Name  ACSA Global Ltd Airports Consultancy
and Advisory
Services SOC Ltd
JIA Piazza
Park SOC Ltd
Precinct 2a
SOC Ltd
Purpose of existence The investment holding company through which Airports Company South Africa holds its 10% interest in the Mumbai International Airport Private Limited (refer to investments in associates) The provision of airport consultancy and advisory services to airports in South Africa and internationally. This subsidiary will be leveraged to provide services for future prospects. The holding company through which we operate the InterContinental Hotel at O.R. Tambo International Airport. A company through which we own approximately 250 hectares of land adjacent to O.R. Tambo International Airport. The strategy is to redevelop property for aeronautical and non-aeronautical purposes to grow revenue.
Year of inception 2006 2016 1998 1998
Airports Company South Africa shareholding 100% 100% 100% 100%
Other shareholders and their respective shareholdings N/A N/A N/A N/A
Equity injections R100 Nil R100 R100
Net asset value at 2019/03/31 R602 million Nil R30 million R90 million

1 Subsidiaries are all entities (including special purpose entities (SPEs) over which the Group has the power to govern the financial and operating policies, generally with a shareholding of more than half of the voting rights.

Special purpose entities2

Name Lexshell 342 Investment Holdings (Pty) Ltd Airport Management Share Incentive Scheme (Pty) Ltd Sakhisizwe Community Programme
Purpose of existence An employee share option entity, wholly owned by the Airports Company South Africa Kagano Trust3 Employee share incentive scheme that holds investments (specifically Group ordinary shares)4 Sakhisizwe is a special purpose entity that seeks to transform the aviation industry by providing study bursaries to financially and academically deserving students from previously disadvantaged backgrounds.
Year of inception 1999 1999 1996
Airports Company South Africa shareholding SPE SPE SPE
Other shareholders and their respective shareholdings Airports Company South Africa Kagano Trust³ Airports Company Management Share Incentive Scheme Trust N/A
Equity injections Nil Nil Nil
Net asset value at 2019/03/31 (R2 million) R17 million R696 000

2 An SPE is a ring-fenced subsidiary of the Group that isolates financial risk to the holding company.

3 The Airports Company South Africa Kagano Trust was formed under the Trust Property Control Act to administer the staff share scheme (until they were paid out in 2013), and to be a holding company with its two subsidiaries, Lexshell 342 and Lexshell 343. Lexshell 343, currently dormant, was specifically formed to hold Group share options should Airports Company South Africa list on the JSE. We intend repurchasing our ordinary shares from Lexshell 342 and possibly winding up the Kagano Trust, Lexshell 342 and Lexshell 343. The Kagano Trust is dormant and has no beneficiaries.

4 Airport Management Share Incentive Scheme (AMSIS) exists only as a special purpose vehicle for the Management Trust and holds ordinary shares in Airports Company South Africa as an investment on behalf of its holding company, the Management Trust. The Management Trust is dormant and has no beneficiaries, as all beneficiary shares were bought back during 2009. We intend repurchasing our ordinary shares from AMSIS and thereafter possibly winding up the Management Trust and AMSIS.

Investments in joint ventures5

Name Airport Logistics Property Holdings (Pty) Ltd
Purpose of existence A property holding company with the Bidvest group that owns three distribution warehouses at O.R. Tambo International Airport and Cape Town International Airport.
Year of inception 2003
Airports Company South Africa shareholding 50%
Other shareholders and their respective shareholdings Bidvest Holdings Ltd(50%)
Equity injections Nil
Net asset value at 2019/03/31 R62 million

5 Joint ventures are entities over which the Group has joint control over the economic activity through a contractual planning arrangement. The Group recognises its interests in the joint venture using equity accounting.

Investments in associates6

Name La Mercy JV Property Investments Mumbai International Airport Private Limited Guarulhos International Airport Private Limited
Purpose of existence A land development and property investment company in collaboration with Dube Trade Port Corporation. Our strategy is to build an investment property portfolio at King Shaka International Airport – Dube Trade Port - through land-lease agreements. Private Limited – A company through which we hold a 30-year concession (with the option to renew for another 30 years) to develop, operate and maintain the Mumbai Airport. We have received an offer for our 10% shareholding from a third-party buyer and are currently going through the pre-emptive process with the existing majority shareholder, GVK. Private Limited – A company in which we hold a 20-year concession to develop, operate and maintain the Guarulhos International Airport in São Paulo. We also provided technical advisory and consultancy services for the first five years of the concession. The Technical Services Agreement terminated in 2017, due to effluxion of time.
Year of inception 2009 2006 2012
Airports Company South Africa shareholding 40% 10% 10.2%
Other shareholders and their respective shareholdings Dube Trade Port Corporation (60%) GVK (50.5%), Bidvest (13.5%), Airports Authority of India (26%) A joint venture between Investments e Participações em Infrastructura S.A (Invepar) (80%) and Airports Company South Africa (20%), which together hold 51% of Guarulhos Participações S.A (GRUPar). The other 49% is held by state-owned airport authority Infraero.
Equity injections R38 million R347 million R1.2 billion
Net asset value at 2019/03/31 R183 million R8 billion (R5 billion)

6 Associates are all entities over which Airports Company South Africa has significant influence but not control, generally with a shareholding of between 20% and 50% of the voting rights. Investments in associations are accounted for using the equity method of accounting and are initially recognised at cost.

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