Περιγραφή της προμήθειας
HRADF was transferred the right (the ‘Right’) to operate, maintain and exploit the Egnatia Motorway and roadside sites thereto, as well as all property, tangible and intangible, rights related to the Egnatia Motorway, together with 3 vertical axis,
(i) Siatista -Ieropigi/Kristallopigi leading to Albania;
(ii) Thessaloniki –Serres -Promachonas leading to Bulgaria; and
(iii) the Thessaloniki -Evzoni transversal part of Patra –Athens –Thessaloniki Evzoni motorway axis leading to North Macedonia (all together referred to as ‘Egnatia’ or the ‘Motorway’).
Τhe Fund is conducting an international public tender in 2 phases (the ‘Tender Process’) for the award of a service concession agreement of the right to use, operate, manage and exploit the Motorway (the ‘Transaction’).
Phase a of the tender process (pre-qualification of interested parties) was concluded on 16.5.2018. Phase B of the tender process (submission of binding offers) commenced in 15.6.2018 with the release of the first draft of the concession agreement (The ‘Draft Concession Agreement’) to the pre-qualified parties for their comments. For the purposes of the tender process and the transaction, as well as the valuation of the binding offers that will be submitted, the provision services of an independent valuer to the Fund is required, as per the provisions of Law 3986/2011.
According to Article 6.2 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, prior to its privatisation. In addition to this and for the purposes of the tender process and the transaction, the Fund has decided to engage a bank providing investment banking services (the ‘Fairness Adviser’) 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 the Fund in connection with the transaction, including any potential update thereof, as the Fund may request, at different points in time (hereinafter the ‘Fairness Opinion’).
The fairness adviser would be required to render the fairness opinion to the Fund.
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 adviser for the preparation of the fairness opinion.
The fairness opinion and the supporting documentation, including an executive summary, should be prepared in English.
The fairness adviser may be requested to liaise with HRADF’s advisers in the context of producing the fairness opinion.
HRADF will make available to the fairness adviser all material available to bidders in the virtual data room of the transaction.
The fairness opinion and all the relevant supporting documentation should, indicatively, include:
— description of the project from a financial and business perspective,
— analysis of the fairness principles, methodologies, assumptions and considerations applied, including relevant inputs and calculations,
— opine on the fairness, from a financial point of view, of the financial consideration to be paid to the Fund in connection with the transaction.
The fairness adviser 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 the Fund.