Athens Airport: HRAD publishes sale process of its 30% stake

Frode Skulbru (Vancouver, Canada)

The Hellenic Republic Asset Development Fund (HRADF) has published the tender process for the sale of its 9,000,000 shares corresponding to 30% of Athens International Airport SA (AIA), following its expressed intent earlier this year to do so.

Current Ownership

The current shares are held by five different entities, HRADFs being the largest single entity, but AviAlliance through two entities holds 40% (+ eight shares) and will likely be the largest bloc post a transaction.

Governance Issues

The sales process has been stalled for some time in view of disagreements between the Greek authorities and AviAlliance[1], regarding the corporate governance rights accompanying the 30% stake post sale. The Greek authorities committed earlier to seek a resolution of the issue, with a view to launching the tender process for the sale by end-June 2019, which is confirmed in today’s announcement.

The issue, as reported in the European Commission’s Enhanced Surveillance Report Economic and Financial Affairs (ISSN 2443-8014) Greece, June 2019 INSTITUTIONAL PAPER 103 seems to be related to the make up of the board of directors.

According to the Airport Development Agreement (ADA) in place, any transfer of shares exceeding 25% of AIA’s share capital requires the consent of all existing shareholders. In this context, complications arose from a decision of the Greek authorities in February 2019, which entailed the execution of a new waiver agreement with provisions substituting the independent member of the nine member Board with a member appointed by the Hellenic Republic, thus increasing the number of Board members appointed by the State. This new agreement request was rejected by AviAlliance, shareholder of 40% stake in AIA, as it considers the independent Board member as a key element of the balanced governance of the company.

A solution seems to have been found, and the commitment by the existing shareholders of AIA to consent to the sale of HRDAF’s participation in AIA through an open international tender process has been initially recorded in an agreement.

This is accompanied by a reassurance of equal and transparent treatment of potential bidders throughout the process and aim to balance the corporate governance after the entry of a new shareholder.

Qualifications

In addition to the usual requirements of good standing and no criminal activities, qualifications include:

  • No direct of indirect majority ownership or control of international airports within 300km from Athens. This is a very limited distance as it would effectively only cover Greek regionals with international traffic and possibly Crete. One wonders if this would exclude Fraport as it operates most of the larger Greek regional airports. Most of the area within the 300km circle consist of ocean. Istanbul would be the closest large airport, but that is over 500km away.
  • Must have shareholders equity of at least EUR500 million the last three years.

As AviAlliance already provides the airport operating input, there are no requirements to manage or have previously invested in other airports.

Process

The tender process will be conducted in the typical fashion of most international tenders. The first phase entails an Expression of Interest where consortia or individuals is asked to submit credentials and proof of qualifications as outlined above.

The second phase includes a Request for Proposals for short-listed parties that have been pre-qualified. The sale will take place in form of an all cash transaction, fully payable at the financial close and transfer of shares. Short-listed parties will get access to a vendor due diligence report as well as a data-room to obtain sufficient information to submit a binding financial offer.

HRADF reserves the right to inject a non-binding offer stage should it deem this desirable.

Deadline

Expression of interests are due by 17:00 September 30, 2019 Greek time.

Liabilities

All members of a consortium shall be jointly and severally liable to HRADF for all matters related to the transaction until the execution of the sale and purchase agreement.

Please see further details about traffic performance in our article published on March 15, 2019.

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[1] See page 12 in https://ec.europa.eu/info/sites/info/files/economy-finance/ip103_en.pdf

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