Περιγραφή της προμήθειας
Within the framework of the project, the Advisor is expected to provide, inter alia, the following services per each port authority (the ‘Services’), following a previous written request by HRADF:
— review any relevant available data including, without limitation, all the existing historical financials, strategic and operational work done to date as regards the 4 port authorities to be selected,
— review and assess the current status of the 4 port authorities to be selected and the infrastructure which they operate from a financial point of view, taking into account all the issues outstanding,
— in conjunction with other Advisors of HRADF, submit a recommendation to the Fund in respect to structure of the envisaged individual port transactions (the ‘Recommendation’),
— develop, along with the other Advisors of HRADF, and regularly update the appropriate financial forecasts and models, as well as perform valuation and financial analysis (including sensitivity analysis) required for the implementation of the project,
— identify the universe of the potential investors, explore and evaluate potential interest for the project and provide to HRADF respective reports and updates,
— together with the other Advisors of HRADF, assist, inter alia, in the co-ordination of each port transaction process from its initial preparation, the formation of the transaction documentation, to the final negotiation and consummation of each port transaction, which will include the following:
(i) advise and, where appropriate, provide its expert services and assist HRADF to develop the appropriate equity story, identify any key potential investor requirements, attract proposals, offers or bids from potential investors, assess any such proposals, offers or bids and advise the HRADF on their relative merits;
(ii) design, prepare and coordinate, together with other Advisors of HRADF, all necessary procedural steps or actions required for the implementation of the tender for the port transaction such as, indicatively, due diligence process, tender data room establishment and administration, assessment of each port business plan, preparation, support and coordination of presentations by the management of each port to potential investors, coordination and preparation of site visits by potential investors and their advisory teams to the port premises and/or any other action required to implement the port transaction;
(iii) evaluate from a financial/business point of view any proposal made by any potential investor, and submit their written recommendations to HRADF;
(iv) work with other Advisors of HRADF to prepare all the appropriate and customary project documentation and organize all the relevant procedures required for each port transaction, including, but not limited to, the invitation for the expression of investor interest, the request for investor proposals, the draft port transaction documentation (share purchase agreement, shareholders’ agreement, revised concession agreement), the financial model of the port authority and the concession;
(v) plan and design together with the management of HRADF, the project team of HRADF and the rest of HRADF Advisors, the negotiation strategy for each port transaction, assess the proposed financial terms and propose appropriate conditions for the port transaction documents and assist legal Advisors in drafting the relevant parts of said port transaction documents with financial and economic aspects;
(vi) support for the incorporation of necessary amendments into the existing transaction documents, in order to reflect any changes following negotiations with the candidates;
(vii) assist and advise HRADF in relation to the execution and closing of the port transaction and the fulfillment of any and all conditions precedent thereof, including any approvals and clearances from the competent national and European authorities and institutions, as deemed necessary.