Περιγραφή της προμήθειας
Within the context of the assignment, the Advisor shall provide, inter alia, the following services (the ‘Services’):
A. During the preparatory phase:
(a) review any relevant available data including all existing historical financial, strategic and operational work done to date relating to the Motorway;
(b) determine the value of future toll revenues and other economic rights accruing from the operation of the Motorway;
(c) assess the strategic, business and financial options available to HRADF regarding its privatisation objectives;
(d) develop and update the appropriate financial forecasts and models as well as perform valuation and financial analysis (including sensitivity analysis);
(e) identify the universe of potential investors;
(f) design, prepare and coordinate all necessary procedures required for the implementation of the tender and the Transaction (eg VDD, VDR);
(g) liaise and/or negotiate with the Greek State to define any possible extensions of the Motorway as well as the optimal interface arrangements with such extensions;
(h) liaise with relevant regulatory bodies and assist in examining the financial implications of any possible competition and state-aid issues;
(i) advise on all aspects that increase the ability of the transaction to raise debt and maximise competitive tension among prospective lenders;
(j) upon request, advise HRADF on any aspects relating to the provision of a Staple Finance pakage, including inter alia, relevant structuring and negotiations resulting, if required, to the development of a staple finance term-sheet available to all prequalified investors (as per the terms of HRADF tender for the implementation of the project). In the event that the Advisor or (in case the Advisor is a consortium) one or more members of the Advisor underwrites the staple finance term-sheet (covering the debt amount offered with own funds), it shall be granted a right to match for a debt amount equal to the smaller of:
(a) 40 % of the total debt of the preferred bidder for the funding of the transaction; and
(b) 40 % of the stapled debt committed by the Advisor or (in the case of a consortium) by that member or members that commit stapled debt, under the staple finance term sheet, if the Advisor’s staple finance package is not selected by the preferred bidder, to whom the Motorway concession contract is awarded (assuming the preferred bidder has gained access to the terms of the stapled debt through an NDA).
The Advisor and (in case of a consortium) all members of the Advisor will not be allowed to provide any other form of debt or debt security (including equity linked or other) to any of the potential investors, unless specifically allowed by HRADF;
(k) submit an overall recommendation to HRADF in respect to the transaction, which will include a set of options and the Advisors’ recommendation from a strategic, business, financial and operational point of view, in relation to the proposed course of action relating to the transaction (the ‘Recommendation’).
B. During the implementation phase:
(a) assist in the co-ordination of the transaction process;
(b) advise and assist HRADF to develop the appropriate sell story, identify any key potential investor requirements, attract proposals, offers or bids from potential investors, assess them and advise HRADF on their relative merits;
(c) evaluate from a financial/business point of view any proposal made by any potential purchaser/investor, and submit their written recommendations to HRADF;
(d) prepare any and all customary documentation and organize all relevant procedures required for the transaction;
(e) prepare and conduct and perform all other customary services for the successful consummation of the transaction;
(f) assist and advise HRADF in relation to the closing of the transaction;
(g) provide to the BoD of HRADF any required presentations and recommendations justifying the proposed course of action in the different steps of implementation of the transaction up to closing.