The Main City watchdog, the Financial Services Authority, is understood to be examining share dealings in the regional airports group TBI after the French construction giant Vinci yesterday snapped up a 14.9 per cent stake and launched a £500m bid for the company.
TBI, which owns Luton, Belfast and Cardiff airports, admitted it first received a bid approach from Vinci at the end of July. But it still gave two of its non-executive directors permission to buy shares in the company last week and Vinci's approach was not mentioned when TBI issued a trading statement and profits warning on 3 August.
Charles Scott, chairman of the advertising group Cordiant, bought 50,000 shares at 60.5p last Thursday and a day later his fellow TBI non-executive director Timothy Simon bought 27,000 shares at the same price in the name of his wife Phillipa. If TBI accepts Vinci's 90p-a-share bid, then the two directors will make profits of £15,000 and £8,100 respectively.
A spokesman for TBI insisted all the Stock Exchange listing rules had been complied with and no director had done anything wrong. "There was initial contact from Vinci in late July and this was formally rebutted by TBI in writing. There was therefore no need to refer to the approach at the time of our trading statement. The non-executive directors also followed all the necessary procedures. They informed the executive directors of their intention to purchase shares and approval was given because there was no dialogue going on with Vinci."
The listing rules require non-executive directors to obtain the approval of the company before buying shares and also prevent them from dealing if they are in possession of unpublished price-sensitive information. Where a company has received an offer but rejected it, it does not have to make the approach public.
It is understood that the FSA regards it as too early to judge whether a breach of listing rules has taken place and is now examining all the share deals in question.
Vinci acquired its 14.9 per cent stake in TBI from Schroder Investment Management. Schroder raised its stake in TBI to just under 16.5 per cent through two large transactions, carried out on 2 August and 6 August, when it bought 1.43 million and 2 million shares respectively. Following the profit warning on 3 August, prompted by the decision of Belfast airport's biggest customer, BMI British Midland, to switch services to a rival airport, TBI shares fell by 18 per cent.
The 90p-a-share offer represents a 50 per cent premium to TBI's shares on Monday night and a 14 per cent premium to the price the day before this month's profits warning.
A spokesman for Vinci said that its management, led by chief executive Antoine Zarcharias, made a formal approach to TBI's chief executive, Keith Brooks, yesterday morning but was rebuffed. The French company then bought the 14.9 per cent stake.
Vinci, a product of the merger last year of the construction interests of Vivendi Universal and Suez Lyonnais des Eaux, is the world's biggest construction group but it also has 26 airport concessions around the world. Its UK interests include Norwest Holst and the roads contractor Ringway. It also owns the UK's third-largest car park operator Vinci Park and operates the two Severn crossings.
TBI gained control of Luton airport, where the biggest operator is easyJet, from Barclays in a £58m deal in May.