Expression Of Interest Are Invited For Acquisition Of 30 In The Share Capital Of Athens International Airport Societe Anonyme Aia I Transaction Scope And Overview1 Introduction 1 1 Athens International Airport S A Aia Or The Company Was Established In 1996 With The Purpose Of Building Maintaining And Operating The Athens International Airport Eleftherios Venizelos For A Period Of 30 Years In Accordance With The Respective Airport Development Agreement The Ada Or The Concession Agreement The Ada Has Been Ratified By Greek Law 2338 1995 Government Gazette 202 A 1995 1 2 Hellenic Republic Asset Development Fund S A Is A Greek Soci t Anonyme Established Pursuant To Greek Law 3986 2011 Government Gazette 152 A 2011 The Hradf Or The Fund And Entrusted With The Implementation Of The Privatisation Programme Of The Hellenic Republic The Hr Hradf Is A Direct Fully Owned Subsidiary Of The Greek Soci t Anonyme Hellenic Corporation Of Assets And Participations S A The Hcap The Entire Share Capital Of Which Is Owned By The Hr 1 3 Hr Hradf And Aia Have Entered Into An Agreement Dated 24 01 2019 Extension Agreement Relating To The Extension Of The Ada Up To 11 June 2046 The Extension The Extension Agreement Has Been Ratified By Greek Law 4594 2019 Government Gazette 29 A 2019 And Therefore The Extension Is Fully Effective 1 4 By Virtue Of The Decisions 187 06 09 2011 And 206 25 04 2012 Of The Interministerial Committee Of Assets Restructuring And Privatizations Of The Hr The Icarp The Hr Has Transferred To The Hradf 9 000 000 Shares Of Aia Corresponding To 30 Of Its Share Capital By Virtue Of Article 197 1 Of Greek Law 4389 2016 As Amended By Article 380 Of Greek Law 4512 2018 The Hr Has Transferred To The Hcap 7 500 000 Shares Of Aia Corresponding To 25 Of Its Share Capital 1 5 Currently The Shareholders Of Aia Are The Hradf 30 The Hcap 25 Avialliance Gmbh 26 7 Plus 8 Shares Avialliance Capital Gmbh 13 3 And D Copelouzos Family 5 0 Minus 8 Shares 1 6 Pursuant To A The Provisions Of Greek Law 4336 2015 Government Gazette 94 A 2015 Which Ratified The Memorandum Of Understanding Of 19 08 2015 Between The European Commission Acting On Behalf Of The European Stability Mechanism The Hr And The Bank Of Greece And Greek Law 4389 2016 Government Gazette 94 A 2016 And B HradfS Asset Development Plan The Adp As Included In Decision No 33 20 05 2016 Of The Government Economic Policy Council Government Gazette 1472 2016 And The Updated Adp Dated 20 12 2018 As Included In Its Decision No 94 15 2 2019 Government Gazette 461 2019 The Sale Of 30 Of Aia Shares Currently Owned By The Hradf Is Included In The Privatisation Program Of The Hradf 1 7 Deutsche Bank Ag London Branch And Eurobank Ergasias Sa Together The Financial Advisers And Your Legal Partners And Dracopoulos Vassalakis Law Partnership Together The Legal Advisers And Arup Partnership The Technical Advisers Are Acting As Advisers To The Fund Regarding This Transaction 2 Transaction Structure 2 1 By Virtue Of The Present Invitation To Submit An Expression Of Interest The Invitation The Fund Invites Natural Persons And Legal Entities To Submit Their Expression Of Interest For The Acquisition Of 9 000 000 Shares Corresponding To A 30 Stake In Aia The Transaction Through An International Open Tender Process The Tender Process To Be Carried Out By The Fund As Outlined Below 2 2 The Transaction Will Take The Form Of An All Cash Transaction Therefore No Alternative Form Of Consideration E G Assets Shares In Companies Or Other Securities Shall Be Accepted By The Fund Payment Of The Whole Sale Amount Will Be Required At The Financial Closing Of The Transaction 2 3 The Ada Provides Certain Restrictions In Relation To The Transfer Of Shareholdings In Aia Exceeding A Certain Level The Commitment Of The Shareholders Of Aia To Consent To The Sale Of The HradfS Participation In Aia Through An Open International Tender Process Has Been Initially Recorded In An Agreement 1 Said Commitment By The Existing Shareholders Is Accompanied Also By Commitments And Arrangements Which Purport To Reassure Equal And Transparent Treatment To Potential Bidders Throughout The Tender Process And Equal Access To Information Regarding The Company To All Shortlisted Parties As Defined Below And Aim To A Balanced Corporate Governance Structure After The Entry Of The New Shareholder In The Company With Inter Alia The Provision Of Certain Additional Rights To The New Shareholder Through Requisite Amendments In The Ada And The Articles Of Association Of The Company Ratified By A Presidential Decree The Closing Of The Transaction Shall Be Effected Upon A Execution Of A Share Purchase Agreement The Spa And B Fulfilment Of Any Conditions Precedent That May Be Set Forth Therein 2 4 Following The Decision Of The Board Of Directors Of The Fund Dated On 20 06 2019 The Fund Has Approved The Process For The Sale Of Part Of Its Interest In Aia And Published The Present Invitation On The Website Of The Fund Www Hradf Com 3 Process Overview 3 1 The Purpose Of The Invitation Is To Solicit Expressions Of Interest From Potentially Interested Parties Either Natural Persons Or Legal Entities Or Consortia And Joint Ventures Thereof Wishing To Participate In The Tender Process Consortia And Joint Ventures Are Referred To Hereinafter As Consortia Or A Consortium Each Member Of A Consortium Is Referred To Hereinafter As A Consortium Member Natural Persons Legal Entities And Consortia Are Referred To In This Invitation As The Interested Parties And Each As An Interested Party 3 2 The Tender Process Will Be Conducted In Two Phases Namely A Pre Qualification Phase And A Binding Offers Phase Described Below Under Paragraphs 3 3 And 3 4 The Fund Reserves The Right At Its Discretion To Add A Non Binding Offers Phase Following The Conclusion Of The Pre Qualification Phase As Defined Below As Well As The Right To Make Any Other Changes To The Tender Process As It Deems Fit 3 3 Pre Qualification Phase 3 3 1 The Pre Qualification Phase Is The First Phase Of The Tender Process Regulated By The Terms And Conditions Of The Invitation Following Review Of The Invitation Interested Parties Are Invited To Express Their Interest To Participate In The Tender Process By Submitting A Letter Of Expression Of Interest As Per Paragraphs 11 16 Accompanied By The Necessary Documentation Specified In Paragraph 17 Below The Letter Of Expression Of Interest And The Accompanying Documentation Collectively Referred To As The Expression Of Interest 3 3 2 The Purpose Of The Pre Qualification Phase Is The Selection Of Interested Parties That Demonstrate The Legal And Financial Capability Required For The Successful Completion Of The Transaction In A Timely Manner Interested Parties That Qualify For Participation In The Second Phase The Second Phase Of The Tender Process The Shortlisted Parties Will Be Determined On The Basis Of The Criteria And The Terms Set Out In Sections Ii Iii And Iv Below And Will Be Notified Accordingly In Writing By The Financial Advisers 3 4 Second Phase 3 4 1 In The Second Phase Of The Tender Process Shortlisted Parties Will Be Required To Execute A Confidentiality Agreement The Confidentiality Agreement Upon Execution Of The Confidentiality Agreement Shortlisted Parties Will Receive A Process Letter Outlining The Details Of The Second Phase Including Detailed Instructions And Timetable On Subsequent Steps In The Process The Process Letter 3 4 2 In The Second Phase Shortlisted Parties Will Be Requested To Submit Their Binding Offer In Relation To The Transaction While The Fund Retains The Absolute Discretion To Introduce An Intermediate Non Binding Offers Phase The Non Binding Offers Phase In Case The Fund Exercises Its Discretion Shortlisted Parties Shall Qualify To Submit A Non Binding Offer Following The Non Binding Offers Phase Parties Submitting A Non Binding Offer May Not Be Invited To Submit A Binding Offer On TheBasis Of Criteria And Terms To Be Determined In The Process Letter As Defined Above 3 4 3 During The Second Phase For Those Qualified After The Non Binding Offers Phase If Any Shortlisted Parties Shall Be Granted The Right To Inter Alia Carry Out Their DueDiligence In Relation To Aia Through Access To Vendor Due Diligence Reports Vdds Access To A Virtual Data Room Containing Information On The Company And ItsActivities Limited And Controlled Access To The Senior Management Of The Company And Submit Non Binding Comments On The Draft Spa Provided To Them 3 4 4 Finally The Shortlisted Parties Shall Be Required To Submit In Writing A BindingFinal Offer For The Acquisition Of The Transaction Shares On The Basis Of A Common Spa The Binding Offer 3 4 5 Following The Selection Of The Preferred Investor And The Granting Of TheNecessary Corporate Or Other Approvals By The Fund The Fund And The PreferredInvestor Shall Enter Into The Spa The Preferred Investor Shall Be Required To EstablishA Special Purpose Vehicle The Spv In Order To Enter Into The Spa Pursuant To TheProvisions Of The Process Letter Ii Qualification Criteria4 General Eligibility Requirements4 1 Interested Parties Are Eligible To Participate In The Tender Process And SubmitTheir Expressions Of Interest Provided That They Meet All The Terms And Conditions SetOut In The Invitation The Qualification Criteria 4 2 Interested Parties Which Fail To Satisfy Any Of The Qualification Criteria Or MakeAny False Or Inaccurate Statement In This Respect Will Be Disqualified No Bids ByNominees Or Non Disclosed Agents Will Be Accepted Shortlisted Parties Must ComplyWith All The Requirements Of
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