On 12 July 2016, the Public Power Corporation S.A. (“PPC”) launched an International Public Tender for the acquisition of a 24% participation in the share capital of ADMIE, the Independent Power Transmission Operator S.A. (“IPTO”) by a Preferred Strategic Investor to be selected through the Tender Process. Such Tender Process will be conducted in two (2) distinct phases:
a) Phase A (Qualification stage) is regulated by the terms and conditions set out in the Invitation Notice1 and its purpose is the selection of Eligible Participants that demonstrate the legal, financial and technical capacity required for the acquisition of the 24% stake in IPTO. The deadline for the submission of the Expressions of Interest is 26 July 2016, 17:00 (Greek Time), while the deadline for any clarification is 20 July 2016, 17:00 (Greek Time);
b) Phase B will be regulated by the terms and conditions to be set out in the Request for Binding Offers. Following execution of a confidentiality agreement, the Eligible Participants of Phase A will receive the Request for Binding Offers with a detailed overview of Phase B. Kindly note that, while the definite timetable for Phase B will be described in detail in the Request for Binding Offers, it is yet envisaged by law that the selection of the Preferred Strategic Investor will be finalised by 31 October 2016.
Eligibility Requirements: participant need to be electricity transmission system operators, members of ENTSO-E or participating in a TSO which is itself a member of ENTSO-E, or a consortium in which at least one member is a transmission system operator as above. The applicant (and its controlling entities) should be able to comply with the unbundling and certification requirements of art. 9 and art. 11 of EU Directive 2009/72. From a financial point of view, the average shareholders’ equity based on annual financial statements of the last three years must equal or exceed Euro 350 million. More details and further requirements can be found in the tender document.
The aforementioned Tender Process for the sale by PPC of 24% of the existing shares in IPTO is part of the complete ownership unbundling of the IPTO shares, which will also include the contribution by PPC of a stake of 51% of shares in IPTO to a Holding Company to be established by PPC; PPC will consequently transfer its shares in the Holding Company to PPC shareholders and the Holding Company will also apply to be listed to the Greek Stock Exchange. It also includes the sale by PPC of 25% of IPTO’s shares to a company established by the Hellenic Republic under the name DES ADMIE, in which the Hellenic Republic will hold the only share. The shareholders of IPTO (i.e. the Strategic Investor, the Holding Company and DES ADMIE) will enter into a Shareholders’ Agreement.
The aforementioned structure is provided in Law 4389/2016, as amended by Law 4393/2016, and in the PPC’s General Meeting resolution passed on 11 July 2016.
All the above transactions (including acquisition of 24% by the Strategic Investor and the unbundling described above) will need to be completed by 28 February 2017. As the timetable is quite optimistic, there are articles in the Greek press according to which it is quite possible for the whole scheme to fail, with the possibility of a 100% sale of the IPTO shares being chosen as the alternative. In the past, this has been the Lenders’ preferred option but it has strongly been objected to by the Greek Government.
Expressions of Interest for the Qualification Stage must be submitted by 26th July 2016 17:00 hours.
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1 https://www.dei.gr/el/i-dei/i-etairia/expression-of-interest-ipto
