This is Carlos Gallego speaking, Aena's Head of IR. It's a real pleasure being with all of you today. Our Executive Vice Chairman, Javier Marín, will host the call together with Emilio Rotondo, Managing Director of Aena Internacional, and Ignacio Castejón, CFO. Let me begin as a way of introduction by saying that as I communicated yesterday to the CNMV, Aena through its subsidiary, Aena Desarrollo Internacional, has resulted as the successful bidder in the assisted sale process for 100% stake of the concessionaire company of RIOgaleão Airport, the main airport in Rio de Janeiro in Brazil. In this presentation, we are going to cover the key aspects of this transaction, as well as a brief description of the asset, and we will finish with a Q&A session. Let me make several points to stay on schedule.
First, we will only respond to questions related to this transaction. Secondly, several of the Aena team are connecting on a remote basis, so I apologize because there will be certain delay in the answer. Finally, please limit yourself to one question per speaker. Without further ado, I give the floor to Javier Marín. Thank you.
Good morning. Thank you for attending this call. I will start by explaining the strategic rationale behind this operation for Aena. The acquisition of 100% of the concessionaire of RIOgaleão Airport consolidates Aena's position in Brazil, one of the largest and most dynamic airport market in the world. With this operation, Aena becomes the main airport operator in the country, raising its approximate share of traffic to 28% of the national total. Galeão Airport is a highly complementary strategic asset for Aena. It is a high-capacity international hub with a strong growth potential and significant cargo activity, and it's a natural complement to Aena's current network in Brazil.
In terms of operational control, the acquisition of 100% of the shares of RIOgaleão Airport allows Aena to have full operational control and accounting consolidation of the asset, in line with our strategic objective of incorporating assets that allow direct management. The asset presents an EBITDA of near BRL 500 million in figures of 2024 and a margin of 48%. We know that in the concessionaire, the regulatory framework provides revenue visibility as aeronautical and cargo revenues are indexed to inflation. In terms of CapEx, this operation presents a low investment risk. The concession at this moment does not require mandatory CapEx to expand capacity, so the planned investments are concentrated in the short term on updated some facilities, operational improvement and pavements. Later, we'll employ our investment only on maintenance.
Finally, this airport is very similar to other assets in the Aena network. Because of this allows to use the best operational and technical best practices to generate efficiencies and capture synergies through its integration into the Aena Brazil platform. This is the main points around the strategic rationale for this operation for Aena. Now I'm going to give the floor to Emilio Rotondo, which is going to explain more details around the operation. Emilio, please.
Emilio, please go ahead.
Okay.
Please continue with the conference.
Okay. Thank you very much. Well, first of all, apologies to everyone because Emilio is still in Brazil after yesterday's event, and we have had some issues connecting him. He will rejoin very shortly. Meanwhile, this is Ignacio Castejón speaking, CFO at Aena. I would like to follow with the explanation provided by Javier with respect to the strategy of the asset more from a financial perspective. I'm sure you have seen all the information provided by the company yesterday. I would like to confirm a couple of things from our side. From a strategic standpoint, this transaction is 100% aligned with the strategic plan that the company released back in 2022.
We were aiming to achieve a higher contribution from the international assets to the consolidated EBITDA. This is coming from Galeão. This is a 100% asset that will help us to achieve that soft goal as we have always explained. Two, with respect to value generation, I would like to confirm to all of you that this transaction happens at a price that we are comfortable with, that we are very comfortable with, and should generate value for all our shareholders and our stakeholders at Aena level. As you will have seen in the materials shared with the market, we are planning to fund partially the deal with a project finance transaction locally in Brazil.
The full contribution of the price will be partially paid with the funds coming from the mother company, from Aena, but also from a non-recourse loan, project finance transaction provided by a local institution. This will be a bridge loan that we will be refinancing around a year after the closing of the transaction. Those are our plans from a financing standpoint. Let me finish just with a final comment on the balance sheet of Aena. We are very comfortable with the funding of this transaction. This shouldn't impact our strategy with respect to capital allocation of the company in terms of our future CapEx of DORA III and too, dividend policy at this moment in time.
This cash flow, this expected cash flow coming from this new asset in Brazil is very complementary to other assets that the company has in Brazil, given that we will be able to receive cash flow from Galeão, hopefully very shortly, given the lack of CapEx commitments that this asset have at this moment in time, as explained by Javier at the beginning of the call. Having said all this, I will lend the floor to Emilio so that he can provide further details on the asset. Thank you very much, and again, apologies for the brief interruption from our side.
Good morning, Ignacio. Do you hear me now?
We can. Thank you, Emilio.
Great. Thank you. I'm sorry for that. Yeah, I was going back to slide number six. I haven't heard what Ignacio just mentioned, so sorry if I repeat myself. Also, the transaction, as you may see on slide six, is the acquisition of the concessionaire. This Concessionária do Aeroporto do Rio de Janeiro, which is currently owned by Changi and by the public entity Infraero with a 49%, and we will acquire 100% of the shares. If we move into slide number seven, as you can see, this airport was founded back in 1977, but they expanded twice, first building a second terminal, and finally in 2016 for the Olympics, an additional pier.
It's, let's say, a big airport with a large spare capacity and a capacity of 37 million passengers versus the 18 million passengers that traveled last year. It's the third largest airport in Brazil, and it currently manages almost 6 million international passengers. As you may see also in this slide, 45% of the revenues are aero revenues. We also have a very big business of cargo that is approximately 27% of revenues, and finally, non-aero, that would be 28%.
I think also very important to highlight that is in this concession as we are entering in the middle of the life of the concession, there is no mandatory CapEx, and we don't expect to have any growth for our CapEx during the rest of the concession up to 2039. It would be only what we call Repex. This is repositionary CapEx. That would be the main highlights. Again, thank you for the time. I'm sorry for the interruption.
Thank you, Emilio. This is Ignacio again. Well, we would like to move to the Q&A, if that's okay for everyone. As Carlos said to all of you, we would like to keep it just one question per speaker, if that's okay. Secondly, we would like to limit the scope and content of this presentation to questions related to the deal, to this transaction, to this potential transaction. Those would be the rules for the following questions coming from the audience, if that's okay for everyone. Thank you.
Thank you. With that, we'll start the Q&A session. If you would like to register a question on today's call, please press star followed by one on your telephone keypad. If you wish to withdraw your question, then it is star followed by two. Our first question today comes from Luis Prieto from Kepler Cheuvreux. Your line's now open. Please go ahead with your question.
Good morning, everyone. Thanks a lot for taking our questions. My question is if you could please shed some light on why the previous CARJ shareholder structure is being unwound and you're replacing them. If I might just squeeze in a yes or no question on top of this, I just wanted to know if there's a scenario of concession extension beyond 2039 or the concession would have to be re-auctioned. Thank you.
Thank you, Luis. Yes. Do you hear me?
Yeah.
Yes.
Luis, the first question would be just that the former concessionaires, that was Changi and Infraero, as I mentioned, if you remember back in 2014, it was a moment that they had, I think, let's say, very positive prospects on the economy and the traffic. Their prospects were not fulfilled and the company and the concession now was in a close to bankruptcy process. The ANAC, the regulator, sorry, started off a process just to. Well, the concessionaire just to give that back to the regulator.
They finally decided to start this process of, let's say, re-tendering and changing, let's say, one of the main and most important conditions of the concession. That is, instead of having a fixed outorga, a fixed fee is changed with a variable fee. It was mentioned of 20% of revenues. That was a great change. Also there was a mandatory CapEx that was building a third runway that has also been lifted. We will not be obliged to do that third runway. The second question, sorry, Luis, I don't remember that you mentioned yes or no.
Yes.
Yeah .
I recap.
The extension.
Yes. Now, these concessions have a potential five-year concession extension related to, like equilibrio to-
Rebalance.
Certain rebalancing that. Yes, that are well-defined. For example, in the case of other. Well, our concession in Brazil, due to the COVID, we had this possibility to rebalance, but it's not extension related to any, let's say, other matters.
Super clear. Thank you.
Thank you. Our next question comes from Elodie Rall from JP Morgan. Your line is now open. Please proceed.
Hi. Thanks for taking my question. I was wondering if you could give us an idea of pro forma 2024 EBITDA, if it was adjusted for the 20% variable contribution that is starting from 2026. Thanks.
Yeah. No, that was not the case. The 2024 EBITDA, it does not include the variable fee. It was a year that it had a fixed fee that came below EBITDA. Let's say for normalized EBITDA with this 20% variable fee and with no impact related to the transaction, we will need to wait until 2027. Although I think I can advance that that year is going to be above what we have seen in 2024, as you also can see through the traffic.
Thank you. Our next question comes from Graham Hunt from Jefferies. Your line is now open. Please go ahead with your question.
Thanks. Just one on the passenger cap that applies to SDU. Is your expectation for that, say, to apply for the remainder of the 13-year concession? Is there a timeline on when that's reviewed by the Brazilian or by the regulator? Thank you.
Yes. It was announced by the central government and the Rio de Janeiro government that the 6.5 million passenger cap of Santos Dumont is going to remain until the end of the concession. Just also this to remain and to remind this cap for everybody to understand. In Rio de Janeiro, there are two airports. We have Galeão, that is in the outskirts of the city. It's both domestic and international. It's Santos Dumont that is in the middle of the city, let's say, similar to Congonhas, but in Rio de Janeiro, that has been, let's say, capped to this 6.5 million passengers.
One of also the, l et's say a characteristic that you will see in this concession is that we will also need to agree on a re-equilibrium related to this cap of 6.5 million passengers in Santos Dumont that is going to be paid to the regulator, to the ANAC.
Thank you.
Our next question on the call today comes from José Arroyas from Santander. Your line is now open. Please go ahead.
Yes. Good morning, gentlemen. Aena's international footprint has continued to grow in line with your stated targets. You've added Galeão today, but you added Newcastle and Leeds late last year. I wanted to ask you if you are considering at some point changing the dividend policy of the company such that in future dividends also reflect the net income that the international airports will be generating? Thank you.
This is Javier, well, as you have mentioned, we were awarded the award. We signed a deal with InfraBridge to acquire the participation in Luton and Leeds at the end of the year. We will close the deal by May this year. Now we have to close this operation where hopefully in the last part of the year. This year we are not involved in any other operation of M&A. We have to close on the two operations, and we have to integrate those assets into our network of the U.K. and in Brazil. As we have mentioned, well, we continue analyzing opportunities. I repeat, we are not involved in any other operation at this moment. We have to close those.
Also we have to prepare the next regulatory period here in Spain, a very challenging period. We have said we maintain our dividend policy and we'll be growing in international activities, but not in a hurry and analyzing very well the opportunities. I repeat, in the short term, we are very focused on these two opportunities, both in U.K. and Brazil. We consider we can share this international expansion with our commitments with the new DORA III and with the dividend policy we have maintained until now.
Our next question today comes from Hari shankar, from Deutsche Bank. Your line's now open. Please go ahead.
Yeah. Thanks. Morning everyone. Congrats on the bid. Just a quick one, maybe if we could talk about the margins in 2024, that would be, you know, under the new variable fee. If you applied the variable fee structure on 2024, what would the margin have been? Thanks.
Yeah. Let's say in 2024 in EBITDA, they were paying 5% variable fee. It's quite easy because the change would be from this 5% - 20%.
Sorry. The fixed charge remains even under the revised scheme, is it? Sorry. It's not just going to be 15%, right?
No. The fixed fee, okay, is not going to be paid, let's say by Aena, okay, from now onwards, okay. Although back in 2024, this fixed fee was accounted below EBITDA. In 2024 EBITDA, you don't see the impact of that fixed fee. That's the reason why, as they were paying 5% variable fee in 2024, the main change would be moving from that 5% - 20%. Once you see the whole P&L, okay, it would be a larger difference because there will no longer be a fixed fee.
It's a net increment, if that is a good conclusion to make.
Can you say it again? Sorry.
Sorry. The net increment is a positive. Is that fair to say?
In terms of EBITDA, you won't see it.
No.
In the, in the whole-
At the net profit level. Is it a net positive, this transition?
Yes, indeed. At net profit, it will be a positive feedback. The variable fee indeed will be less than what was paid now, a combination of the fixed fee and variable fee paid by the current concessionaires.
Perfect. That's clear. Thanks for prodding on this. Thanks.
Thank you.
Our final question comes from Miguel González from JB Capital. Your line's now open. Please proceed.
Yes. Hi, good morning. I've seen in the presentation you only provide net sales figures. I wonder if you could provide the gross sales figure using the calculation of the variable fee. Maybe it will be helpful if you share any pro forma sales and EBITDA for 2025.
In terms of net sales, what we mention as net sales is after certain taxes and in Brazil, at the let's say gross revenue line. So it is the that variable fee that outorta c alled in Brazilian is not included in those net revenues. The second part I will leave Ignacio to answer it.
Thank you, Emilio. Miguel, I understand you are referring to a pro forma of the company to be acquired. Given that we are in the middle of the closing and hopefully transaction will be completed in the following weeks, that's a decision that we will be making after completion, if we think it has some merits, but not. We'll need to disclose that information at this moment. Sorry, Miguel.
That's okay. Thank you.
Thank you. With that concludes the Q&A portion of today's call. I'll hand back over to Carlos Gallego for some closing comments.
Thank you, Drew. As there are no further questions, we can wrap up the presentation. Before we do, we would like to take a moment to wish you an enjoyable Easter for those who celebrate or have the opportunity to take some time off during this period. We look forward to reconnecting with you at the presentation of our first quarter 2026 results on April 29th. Thank you once again for your time and interest. Thank you.