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, 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 Infrastructure SA and Hellenic Petroleum S.A. (‘HELPE’) owns the remaining shares corresponding to 35 % of the total share capital of DEPA Infrastructure SA. The Fund and HELPE, in their capacity as shareholders of DEPA Infrastructure have entered into a Memorandum of Understanding, to jointly sell their respective stakes in DEPA Infrastructure, namely HELPE has committed to sell its stake of 35 % in the share capital of DEPA Infrastructure along with the Fund’s stake of 65 % in the share capital of DEPA Infrastructure, through a tender process to be run by the Fund.
The Fund is conducting an international public tender in two phases (the ‘Tender Process’) for the sale of 100 % of the share capital of DEPA Infrastructure (the ‘Transaction’). Phase A of the tender process (pre-qualification of interested parties) was concluded on 2 June 2020 and Phase B of the tender process (submission of binding offers) has already commenced and is still in progress.
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 (ΕΠΕΥ) (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 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 together with an executive summary in Greek. 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:
(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 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.