Dutch pension fund APG has submitted a binding offer for a minority stake in French high-speed railway concessionaire Lisea, prompting other shareholders to consider pre-empting a deal, sources said.

APG in August presented a bid for around 26% of the company, offering to buy the entire 16.8% stake held by Ardian Infrastructure and part of Caisse des Dépôts’ (CDC) 25.4% stake in the concessionaire, said three sources familiar with the matter.

The bid gave the stake an equity value of around EUR 500m-600m, according to the sources, and is based on an enterprise value of the concessionaire of more than 20x its annual EBITDA.

CDC and Ardian, which are being advised by Nomura, started considering the sale of the stake earlier this year, Infralogic reported in April.

If successful, the move would make APG, which is being advised by Rothschild, the second-largest shareholder of Lisea, which operates the Tours-Bordeaux high-speed rail line, one of France’s largest-ever PPPs.

Lisea’s other shareholders Meridiam, which owns 24.4%, and Vinci, which controls 33.4%, are considering options to exercise their right to first refusal, however, and could thwart the Dutch pension fund’s attempt.

Meridiam in particular is keen to pre-empt the deal and increase its stake, the sources said. The French fund manager, which is currently investing via its EUR 2.3bn Meridiam Sustainable Infrastructure Europe IV (MSIE IV) fund, has been discussing with possible co-investors to back a potential acquisition given the large size of the investment required, added the sources.

Vinci was initially less inclined to add to its stake given it already has strong governance rights as the largest shareholder. But in case of a move by Meridiam, it could also seek to buy some of the shares on the block “to keep the equilibrium among the shareholders”, said one of the sources.

The construction group has the right to appoint the CEO of Lisea – last September it chose its former global head of structured finance, Lionely Epely, to lead the concessionaire, replacing Hervé Le Caignec who re-joined the company’s motorway arm, Vinci Autoroutes.

The shareholders have until the end of September to make a decision, according to the sources.

Another option being considered is sharing the stake on the block among all three interested parties – Meridiam, Vinci and APG, added the sources.

The Dutch pension fund already has exposure to Lisea, as Ardian is in fact managing the stake in the company on behalf of APG and AXA IM.

Ardian originally invested in the rail PPP in 2011, when it reached financial close, via the Ardian Infrastructure Fund II but in 2017 sold the fund to APG and AXA IM via a continuation process, remaining as the manager.

Lisea’s 340km high-speed rail line opened in 2017, cutting travel time between Paris and Bordeaux to just over two hours. The company has a concession to operate the infrastructure until 2061.

In its annual accounts for 2023, Lisea said it generated EUR 217.1m of EBITDA, up by 9.4% compared to the previous year, from EUR 284.3m of revenues. It reported around EUR 3.16bn of senior debt.

The project is remunerated with charges paid by state-owned incumbent train operator SNCF, but it is also tipped to benefit from a host of new high-speed challengers that are planning competing train services across France.

Vinci said in its latest annual report that “more than half of train routes” on the line are still available, and that it is enticing new operators by offering discounts of up to 50% on fees for the first year.

Antin Infrastructure-backed Proxima is one of them, having announced plans to launch services between Paris and Bordeaux, with testing as early as 2027.

The Tours-Bordeaux line served 20 million passengers in 2019, with traffic falling during COVID-19 but recovering last year above pre-pandemic levels, with 25,493 train movements representing a capacity of 22 million seats, according to Vinci figures.

APG, Ardian and Vinci declined to comment. CDC, Meridiam, Rothschild and Nomura did not respond to requests for comment.