An preliminary public providing of a 30% fairness stake in Athens Worldwide Airport S.A. (AIA) was launched by the Hellenic Republic Asset Improvement Fund (HRADF), the state company assigned with the implementation of the privatisation programme of Greece.
The IPO included a public providing to retail and institutional buyers in Greece and an providing to worldwide institutional buyers exterior of Greece pursuant to a personal placement and the itemizing of all AIA’s shares for buying and selling on the Regulated Securities Market of the Athens Alternate (ATHEX). The proceeds from this itemizing got here to EUR 784.7 million.
This IPO is predicted to create useful income for the nation, as that is the largest preliminary public providing in Greece in over 18 years and AIA is the operator of the most important airport in Greece.
Q&A with Yiannis Palassakis, co-managing companion of Dracopoulos & Vassalakis LP (DVLaw) that suggested HRADF in promoting its 30% stake in AIA.
Yiannis, might you inform us extra about this challenge, what particular roles did you and your crew tackle and the way have been these constructive for the general purpose?
To higher perceive the challenges that this transaction confronted, we want first to get an concept of the particularities of the company standing of AIA.
AIA is a particular utility firm established as a Greek société anonyme to carry a 30-year BOT concession for the brand new greenfield airport 30 km from central Athens (the Airport) pursuant to the Airport Improvement Settlement (the ADA) entered by the Hellenic Republic and personal sector events on 31 July 1995. The ADA and the articles of affiliation of AIA have been ratified by advantage of Regulation 2338/1995 (the Ratifying Regulation).
The Airport commenced its operations in 2001 and a 20-year extension of the concession interval was ratified by Regulation 4594/2019 and have become efficient on 19 February 2019.
The shareholders of AIA previous to the IPO have been the HRADF (with 25% of the shareholding of AIA), Greece’s sovereign wealth fund HCAP (with 30% of the shareholding of AIA), Avialliance, an entirely owned subsidiary of the Canadian pension fund PSP Investments (with simply over 40% of the shareholding of AIA), and members of the Copelouzos household (with a bit lower than 5% of the shareholding of AIA).
As in different related concessions the place the State stays a celebration within the concessionaire firm, the ADA and the articles of affiliation of AIA included detailed provisions imposing limitations to the holding and switch of shares in addition to a definite company governance construction, with a view of safeguarding the State’s and the personal shareholders’ pursuits on this funding.
It was these company particularities that posed sure important challenges to the planning and execution of the IPO. On this respect, a consensus of all shareholders wanted to be obtained, in order to pursue the lifting of all share switch restrictions and proceed with the “opening” of the corporate to new buyers. On the similar time, because the company governance regime was in sure of its components distinctive (BoD composition and election course of, particular quorum and majority in GSMs and so forth.) the shareholders wanted to adapt it to the necessities of a listed firm, in order to move the scrutiny of the Hellenic Capital Markets Fee and of the Firms Registry, however on the similar time stability established pursuits the day after. Lastly, all related agreements and preparations between the shareholders wanted to be legally legitimate and sustainable each for the regulatory authorities in addition to for the advantage of the potential buyers.
DVLaw acted as Greek legislation counsel to HRADF since its first try in 2019 to promote its 30% stake in AIA by means of a commerce sale. The worldwide tender course of was postponed initially of the binding provide part in mid-2020 because of the COVID 19 pandemic and was lastly deserted following HRADF’s strategic resolution to pursue an IPO. We’ve suggested HRADF all through the entire preparatory IPO part with the negotiation and finalisation of a multi-layer and interconnected set of preparations between the shareholders, the corporate, and the competent authorities. This included, inter alia, a complete memorandum of understanding that put in place the street map till the IPO and the itemizing of AIA’s shares on ATHEX, the enactment of a set of particular legislative initiatives permitting for the difference of the company governance construction of AIA with that of a listed firm, which have been designed to take impact upon the profitable itemizing of AIA’s shares on ATHEX, a shareholders’ settlement that regulated essential facets of the corporate’s governance in conformity with the legislation and two cornerstone agreements with the prevailing personal shareholders of the corporate. Moreover, in the course of the precise IPO course of all of the above preparations have been correctly disclosed within the Prospectus and HRADF, as promoting shareholder, abided to its regulatory obligations pursuant to the Prospectus Regulation and different pertinent laws.
Because of the measurement and significance of this challenge there have been varied legislation companies concerned, when working with different legislation companies and groups what’s the key to making sure a easy working atmosphere and the way does working with varied legislation companies strengthen the crew, constructing a powerful line-up of legal professionals for the shopper?
We have been actually lucky to work with a dream crew of authorized advisors. White & Case and Your Authorized Companions additionally acted as advisors to HRADF. Latham & Watkins and PotamitisVekris have been the authorized advisors of AIA, Milbank and Zepos & Yannopoulos acted as authorized advisors to the Managers and the Underwriters, Linklaters and Koutalidis acted as authorized advisors to Avialliance.
Working with main practitioners from top-tier Greek and worldwide legislation companies across the clock for a lot of months was an unprecedented expertise for our crew and a helpful lesson on coordination and collaboration in tackling advanced authorized points posed by the distinctive standing of AIA.
The entire course of required us to observe a strict timeline with many actions on the crucial path. Beneath the impressed steerage of the challenge managers of HRADF, the involvement of those professionals ensured the graceful and seamless completion of the person milestones to the advantage of all events concerned.
Above all, nevertheless, this IPO reaffirmed that there are some key rules that should be adopted and utilized in such a multi-person transaction. These are the dedication to the shopper’s wants, the willingness to be agile and settle for authorized improvisation when approaching advanced or unprecedented points (such because the conditionality of the particular company governance legislative provisions on the profitable consequence of the IPO and the itemizing) and the necessity to all the time search for a balanced method and to desire consensual options reasonably than coercive actions.
That is the largest preliminary public providing in Greece for over 18 years, how is that this set to learn Greece in addition to Athens Worldwide Airport, what are the long-term outcomes which got here from this challenge for the shopper?
Certainly, AIA’s IPO was the primary important IPO in Europe for 2024 and the largest IPO in Greece in nearly 20 years. The proceeds amounted to roughly €785mn, implying a market capitalisation at itemizing of €2.46bn. It was oversubscribed roughly 12 occasions with sturdy demand exceeding €8bn from native and worldwide buyers and with over 20,000 particular person functions obtained for the Greek public providing leg of the mixed providing.
This extraordinarily profitable IPO marks a historic second in Greece’s financial trajectory, because it displays the rising investor confidence within the Greek economic system.
It additionally reinforces the sturdy momentum for the Greek capital markets and the Athens Alternate, contributing 2.5 billion euros to the market’s capitalization. For AIA, the diversification of the investor base will unlock long-term worth for the enterprise and needs to be thought of as a powerful “vote of belief” to the corporate and its improvement plans. As for HRADF, the IPO is the most recent of a collection of very profitable transactions that showcases the unwavering dedication and professionalism of the fund and its administration crew in implementing the privatisation programme of Greece.
Lastly, are you able to inform us of any upcoming information or thrilling initiatives for DVLaw, what can we anticipate to see?
DVLaw is a well-established legislation agency specializing in core areas of economic exercise, together with banking and finance, NPLs markets, capital markets, company and M&A, privatisations and tax. As regards its privatisation observe specifically, DVLaw has a longtime relationship with HRADF because it has been concerned in a few of its landmark transactions, such because the €1.23 billion takeover of 14 Greek regional airports by Fraport Greece, the privatisation of the Marina of Alimos and the privatisation of the Greek regional port of Igoumenitsa by means of the sale of HRADF’s 67% shareholding within the Igoumenitsa port working firm to a consortium led by Grimaldi group. Our experience has been recognised additionally by Greece’s nationwide growthfund HCAP, which is the only shareholder of HRADF. On this respect, we’ve got been mandated to advise HCAP for the privatisation of the regional airport of Kalamata by means of the granting of a long-term concession, the tender course of being now in its binding provide part, and we’ve got been chosen to be a part of the group of advisors that may help HCAP in its effort to privatise the remaining 22 regional airports which might be in its portfolio of property. We hope that we are going to preserve and strengthen the belief our purchasers have in us.
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