Περιγραφή της προμήθειας
The Hellenic Republic has transferred to HRADF title to its entire stake (65 %) in Public Gas Corporation SA (‘DEPA’). Pursuant to article 80I of Law 4001/2011 (‘Energy Law’), as amended and currently in force, a partial demerger of DEPA’s distribution gas branch took place, by virtue of which:
(i) all distribution gas activities of DEPA were transferred to DEPA Infrastructure SA;
(ii) all wholesale and retail gas activities of DEPA remained under DEPA, which was renamed to DEPA Commercial SA;
(iii) all DEPA’s participations to international projects were transferred through a spin-off to DEPA International Projects SA.
Following the Partial Demerger, HRADF owns shares corresponding to 65 % of the total share capital of DEPA Commercial SA (‘HRADF’s Shares’); and Hellenic Petroleum S.A. (‘HELPE’) owns the remaining shares corresponding to 35 % of the total share capital of DEPA Commercial SA (‘HELPE Shares’). Pursuant to article 80I paragraph 12 of the Energy Law, as amended and currently in force, HRADF has launched an international competitive tender process (‘Tender Process’) for the sale of HRADF’s Shares, with an option of acquiring the total of the Company’s issued share capital (the ‘Transaction’). On 16 June 2020, HRADF’s Board of Directors decided that seven interested parties meet the criteria to participate in Phase B (Binding Offers Phase) of the Tender Process. Phase B of the Tender Process commenced on 11 September 2020.
For the purposes of the Tender Process and the Transaction, as well as the valuation of the Binding Offers that will be submitted, an independent valuation for DEPA Commercial SA. must be carried out, as per the provisions of Law 3986/2011. According to article 6 of Law 3986/2011, as currently in force, an independent valuation of an asset must be concluded and made available to the Board of Directors of HRADF and Council of Experts, prior to its privatisation. In addition to this and for the purposes of the Tender Process, HRADF has decided to engage a bank providing investment banking services or investment services firms (the ‘Fairness Advisor’) to carry out and deliver a fairness opinion on the fairness, from a financial point of view, of the financial consideration to be paid to HRADF in connection with the Transaction, including any potential update thereof, as HRADF may request, at different points in time (hereinafter the ‘Fairness Opinion’).
The Fairness Advisor would be required to render the Fairness Opinion to HRADF. The Fairness Opinion should include an executive summary, as well as a comprehensive review and analysis of the methodologies, assumptions, considerations and supporting documentation considered by the Fairness Advisor for the preparation of the Fairness Opinion. The Fairness Opinion and the supporting documentation, including an executive summary, should be prepared in English, together with an executive summary in Greek.
The Fairness Advisor may be requested to liaise with HRADF’s Advisors in the context of producing the Fairness Opinion. HRADF will make available to the Fairness Advisor all material available to bidders in the virtual data room and the physical data room of the Transaction. The Fairness Opinion and all the relevant supporting documentation should, indicatively, include:
(i) description of the project from a financial and business perspective;
(ii) analysis of the fairness principles, methodologies, assumptions and considerations applied, including relevant inputs and calculations;
(iii) opine on the fairness, from a financial point of view, of the financial consideration to be paid to HRADF in connection with the Transaction.
The Fairness Advisor will present the Fairness Opinion, including the fairness principles, methodologies, assumptions and considerations applied in its preparation, to the Board of Directors and Council of Experts of HRADF.