AIA Announces Start of Subscription Period of the Combined Offering of its shares by the Hellenic Republic Asset Development Fund S.A.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

This announcement is not a prospectus and not an offer of securities in any jurisdiction.

 

This announcement is addressed only to eligible international institutional investors outside of Greece (the “Institutional Offering”)

 

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the offering is being made, and any investor should make their investment decision solely on the basis of, the information that is contained in the prospectus or institutional offering circular (as applicable) published by Athens International Airport.

 

Athens International Airport Announces Start of Subscription Period of the Combined Offering (the “Institutional Offering and the “Greek Public Offering”) of its shares by the Hellenic Republic Asset Development Fund S.A.

 

  • A prospectus has been approved for the Greek Public Offering by the Hellenic Capital Markets Commission and the price range for the Combined Offering has been set between EUR 7.00 and EUR 8.20 per share, implying a market capitalization of EUR 2.10 billion to EUR 2.46 billion
  • The Combined Offering relates to a total of up to 90,000,000 shares, equivalent to 30% of Athens International Airport’s outstanding share capital, offered by the Hellenic Republic Asset Development Fund S.A. (“HRADF” or the “Selling Shareholder”)
  • AviAlliance, Eleni-Asimina Copelouzou and Christos Copelouzos have entered into cornerstone investment agreements, which in total represent 11% of AIA’s outstanding share capital
  • The subscription period for the Combined Offering commences today and is expected to end on 1 February 2024 
  • The final offer price will be determined through a bookbuilding process and is expected to be announced on or about 2 February 2024
  • Admission and start of trading on the ATHEX are expected to take place on or about 7 February 2024

 

Athens, Greece: 25 January, 2024 – Athens International Airport S.A. (the “Company” or “AIA”), the operator of the largest airport in Greece, today announces the approval by the Hellenic Capital Market Commission (“HCMC”) and the publication of the prospectus (the “Prospectus”) for the initial public offering by HRADF (the “IPO” or the “Offering”) of the Company’s existing ordinary shares (the “Offer Shares”) and start of the subscription period. The Company has applied for admission (the “Admission”) to listing and trading of its shares on the Main Market of the Regulated Securities Market of the Athens Stock Exchange (“ATHEX”). The Listings and Market Operation Committee of the ATHEX during a meeting of January 23, 2024 found that the conditions for the Admission are in principle met, subject to the achievement of a sufficient free float of the shares, in accordance with the ATHEX Rulebook. The IPO consists of an offering to eligible international institutional investors outside of Greece (the “Institutional Offering”) and a public offering to retail and institutional investors in Greece (the “Greek Public Offering”). The Greek Public Offering and the Institutional Offering run in parallel.

 

Highlights of the offering 

 

  • The offering price range is between EUR 7.00 and EUR 8.20 per Offer Share (the “Offering Price Range”), implying a market capitalization of EUR 2.10 billion to 2.46 billion. The lower end of the Offering Price Range is indicative only and may change during the course of the Offering. 
  • The size of the Offering, including the Over-Allotment Shares (as defined below), is 90,000,000 Offer Shares, to be sold by HRADF, representing up to its entire holding of 30% of AIA’s outstanding share capital, which will be initially offered for sale as follows:

o 15%, corresponding to 13,500,000 Offer Shares, will be offered pursuant to the Greek Public Offering;

o 85%, corresponding to 76,500,000 Offer Shares, will be offered pursuant to the Institutional Offering (the Institutional Offering together with the Greek Public Offering the “Combined Offering”);

o The final number of Offer Shares sold in the Greek Public Offering and the Institutional Offering will be determined at the discretion of the Selling Shareholder, in consultation with BofA Securities and Morgan Stanley, upon completion of the book-building process, based on the demand expressed in each part of the Combined Offering.

 

  • The Company will not raise new capital in connection with the Offering and will not receive any proceeds. 
  • AviAlliance, which currently owns just over 40% of the Company’s share capital, has entered into a cornerstone investment agreement with HRADF for the purchase of 30,000,000 Offer Shares (the “AviAlliance Cornerstone Shares”), representing 10% of the Company’s outstanding share capital, as part of the Institutional Offering, against payment of an aggregate price amounting to the Offering price multiplied by the number of AviAlliance Cornerstone Shares plus a premium equal to the lower of (i) 19% of the final offering price in respect of the AviAlliance Cornerstone Shares and (ii) EUR 75 million. 
  • Further, Eleni-Asimina Copelouzou and Christos Copelouzos (jointly the “Copelouzos shareholders” and together with AviAlliance, the “Cornerstone Investors”) have entered into one cornerstone investment agreement each for the purchase of 1,500,000 Offer Shares each (the “Copelouzos Cornerstone Shares”, together with the AviAlliance Cornerstone Shares, the “Cornerstone Shares”). This represents in total 1.0% of the Company’s outstanding share capital, to be purchased as part of the Greek Public Offering at the Offering price, increasing the interest of the Copelouzos shareholders from c.5% to c.6% of the Company’s share capital.
  • Up to 5,181,818 of the Offer Shares comprise over-allotment shares (the “Over-Allotment Shares”), and HRADF has agreed that BofA Securities, in its capacity as stabilization manager, will retain and may use the proceeds from their sale for the purposes of funding any stabilization transactions.
  • Following completion of the Offering, assuming (i) disposal of all of the Offer Shares, (ii) the above cornerstone agreement with AviAlliance is effective and (iii) no stabilization transactions, the free float, calculated as provided for under the ATHEX Rulebook, is expected to amount to c. 25% (including the holdings of the Copelouzos shareholders) of the Company’s share capital.  
  • The subscription period of the Combined Offering commences today and is expected to end at 4pm EET on 1 February 2024 at the latest. The offer price and the exact number of Offer Shares to be sold will be determined following the book building process during the subscription period and are expected to be announced on or about 2 February 2024. Settlement is expected to take place on or about 6 February 2024. Start of trading on the ATHEX is expected to take place on or about 7 February 2024.
  • The Company, HRADF (to the extent it holds at least 1% of the share capital of AIA following   the conclusion of the stabilisation arrangements), the Hellenic Corporation of Assets and Participations S.A. (“HCAP”), holding 25% of the Company’s share capital, and AviAlliance will be subject to a 180-day lock-up arrangement, from the date of listing of the Offer Shares, subject to certain customary exceptions and waiver by the Joint Global Coordinators. Eleni-Asimina Copelouzou and Christos Copelouzos will be subject to an 18-month lock-up arrangement, from the date of listing, subject to certain customary exceptions and waiver by the Joint Global Coordinators.
  • HCAP will be subject to an additional 3-year lock-up arrangement, under which it HCAP has the right to dispose a number of Company’s shares that equals to, and cannot exceed, the sum of the Offer Shares that will be allocated to AviAlliance and the Copelouzos shareholders under the cornerstone agreements with AviAlliance and each of the Copelouzos Cornerstone Agreements, respectively. Following the expiration of the 180-day lock-up arrangement above mentioned, any shares held by HCAP, that are not subject to the above mentioned 3-year lock up arrangement, may be disposed in three equal annual tranches (i.e. 1/3 of shares it holds per each of the 3 years following listing), with any shares it holds that are not disposed of in one year also being capable of being disposed of in the following years. 
  • Details of the Offering are available in the English-language institutional offering circular with respect to the Institutional Offering and in the Prospectus with respect to the Greek Public Offering. The Greek Prospectus has been published and is available on AIA’s, HRADF’s and ATHEX’s websites: https://www.aia.gr/investors/en, www.hradf.com, www.athexgroup.gr. 

 

Syndicate members & advisers 

 

BofA Securities and Morgan Stanley are acting as Joint Global Coordinators, Deutsche Bank is acting as Senior Joint Bookrunner, Barclays, BNP PARIBAS and HSBC are acting as Joint Bookrunners, and Alpha Bank, Eurobank, National Bank of Greece, Piraeus Bank, Ambrosia Capital, Euroxx and Pantelakis Securities are acting as Co-Lead Managers in the Institutional Offering. Alpha Bank, Eurobank, National Bank of Greece and Piraeus Bank are acting as Coordinators and Ambrosia Capital,  Euroxx and Pantelakis Securities are acting as Lead Underwriters in connection with the Greek Public Offering. Eurobank is acting as Listing Adviser.

 

Rothschild & Co is acting as financial adviser to the Company, while Latham & Watkins and PotamitisVekris are acting as legal advisers, and Brunswick and V+O Communication are acting as communications advisers to the Company. 

Milbank LLP and Zepos & Yannopoulos are acting as legal advisers to the Managers. White & Case LLP, Your Legal Partners and Drakopoulos Vassalakis are acting as legal adviser to HRADF. Lazard is acting as financial adviser to AviAlliance.

 

 

About Athens International Airport. S.A. 

 

AIA is responsible for the successful management and operation of Greece’s largest aviation hub, the Athens International Airport. AIA was established on June 12, 1996, as a pioneer public-private partnership, being the first major greenfield airport with the participation of the private sector. Following a 5-year construction, testing and commissioning period, operations started in 2001. AIA is responsible for the construction, operation and development of the Airport in accordance with the provisions of the ADA which is the concession agreement ratified by L. 2338/1995 as amended by L. 4504/2019 until 11.06.2046. 

 

Contact

 

AIA

Ioanna Papadopoulou

Director, Communications & Marketing 

Tel.: +30 210 35 37 190

Email: [email protected] 

 

Press Office

Tel: +30 210 3537 227 

Email: [email protected] 

 

Brunswick Group (Communications adviser to AIA)

Joseph Chi Lo / Diana Vaughton / Edward Brown / Lizzie Seeley

Tel.: +44 (0) 20 7404 5959 

Email: [email protected] 

 

 

 

 

DISCLAIMER

 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

 

This document is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). A prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980, and the Commission Delegated Regulation (EU) 2019/979 has been approved by the Hellenic Capital Market Commission and has been published and is being made available to investors in connection with the Greek Public Offering and the listing of the Company’s shares on the Main Market of the Regulated Securities Market of ATHEX. Investors should not subscribe to any securities referred to in this document except based on information contained in that prospectus or the institutional offering circular being made available to eligible institutional investors outside of Greece, as applicable, which include detailed information regarding the Company and the risks involved in investing in the Offer Shares. Approval of the prospectus by the Hellenic Capital Markets Commission should not in any way be understood as an endorsement of the Company’s shares offered in the Offering or the listing or admission to trading of the Company’s shares on the Main Market of the Regulated Securities Market of ATHEX. 

 

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any other jurisdiction in which the distribution or announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement does not contain, constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the securities mentioned herein have not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa.

 

The securities may be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. There currently is, and there will be no public offer of securities in the United States. The securities may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa, subject to certain exceptions.

 

In any EEA Member State, other than Greece, (each such EEA Member State a “Relevant State”) this communication and any offer is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Offer Shares mentioned in this press release are not being offered to the public in any Relevant State and are only available to “qualified investors”. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such Offer Shares in a Relevant State is only available to “qualified investors”. Persons in any Relevant State who are not “qualified investors” should not take any actions based on this press release, nor rely on it.

 

In the United Kingdom, this publication is being distributed only to and is directed only at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) (i) who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities is available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. 

 

The Information herein contains forward-looking statements. All statements other than statements of historical fact included herein are forward-looking statements. Forward-looking statements give the Company’s current expectations, estimates, forecasts, and projections relating to its financial condition, results of operations, plans, objectives, future performance and business as well as the industries in which the Company operates, as well as the beliefs and assumptions of the Company’s management. In particular, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on equity, risk management and competition tend to be forward-looking in nature. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “goal,” “may,” “anticipate,” “estimate,” “plan,” “project,” “seek,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the Company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate in the future. Therefore, the Company’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. They are neither statements of historical fact nor guarantees of future performance. The Company therefore cautions against relying on any of these forward-looking statements.

 

Each of the Company, the Managers, Rothschild & Co and their respective affiliates, directors, officers, employees, advisers or agents expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

Any purchase of securities in the Offering should be made solely on the basis of the information contained in the published prospectus or the institutional offering circular, as applicable, issued in connection with the Offering.

 

The date of listing may be influenced by things such as market conditions. There is no guarantee that listing will occur and you should not base your financial decisions on the Company’s intentions in relation to listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. 

 

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Offer Shares. 

 

No representation or warranty, express or implied, is made by any of BofA Securities Europe SA, Morgan Stanley Europe SE, Deutsche Bank Aktiengesellschaft, Barclays Bank Ireland PLC, BNP PARIBAS, HSBC Continental Europe, Eurobank S.A., Alpha Bank S.A., National Bank of Greece S.A., Piraeus Bank S.A., Ambrosia Capital Hellas Single Member S.A., Euroxx Securities S.A. and Pantelakis Securities S.A. (together, the “Managers”), or Rothschild & Co or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement (or whether any information has been omitted therefrom), and nothing contained herein is, or shall be relied upon as, a promise or representation by any of them in this respect, whether as to the past or future. The information in this announcement is subject to change. None of the Managers or Rothschild & Co or any of their respective affiliates, directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness, or verification and accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and/or HRADF and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, nor for advising any such person on the contents of this announcement or in connection with any transaction or other matter referred to in this announcement. 

 

N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorized and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Company and no one else in connection with any transaction mentioned in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with any transaction referred to in this announcement.

Stabilization actions, if any, will be conducted based on the terms and conditions provided for in Regulation (EU) 596/2014 and delegated Regulation (EU) 2016/1052. It is noted that stabilization may not necessarily occur and may cease at any time, stabilization transactions aim at supporting the market price of the ordinary shares of the Company during the stabilization period and, if carried out, may result in a higher market price than would otherwise have been established.

 

In connection with the Offering, the Managers and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering. 

 

Accordingly, references in the prospectus or the institutional offering circular, as applicable, to the shares being issued, offered, acquired, placed, or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the any of the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed to closing and that the listing will occur.

 

Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended and supplemented (“MiFID II”) and local implementing measures (together, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities the subject of the Offering have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors outside Greece who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.