planning and execution of the IPO. In this respect, a consensus of all shareholders needed to be obtained, so as to pursue the lifting of all share transfer restrictions and proceed with the “opening” of the company to new investors. At the same time, since the corporate governance regime was in certain of its elements unique (BoD composition and election process, special quorum and majority in GSMs etc.) the shareholders needed to adapt it to the requirements of a listed company, so as to pass the scrutiny of the Hellenic Capital Markets Commission and of the Companies Registry, but at the same time balance established interests the day after. Finally, all relevant agreements and arrangements between the shareholders needed to be legally valid and sustainable both for the regulatory authorities as well as for the benefit of the prospective investors. DVLaw acted as Greek law counsel to HRADF since its first attempt in 2019 to sell its 30% stake in AIA through a trade sale. The international tender process was postponed at the beginning of the binding offer phase in mid-2020 due to the COVID 19 pandemic and was finally abandoned following HRADF’s strategic decision to pursue an IPO. We have advised HRADF throughout the whole preparatory IPO phase with the negotiation and finalisation of a multi-layer and interconnected set of arrangements between the shareholders, the company, and the competent authorities. This included, inter alia, a comprehensive memorandum of understanding that put in place the road map until the IPO and the listing of AIA’s shares on ATHEX, the enactment of a set of special legislative initiatives allowing for the adaptation of the corporate governance structure of AIA with that of a listed company, which were designed to take effect upon the successful listing of AIA’s shares on ATHEX, a shareholders’ agreement that regulated important aspects of the company’s governance in conformity with the law and two cornerstone agreements with the existing private shareholders of the company. Furthermore, during the actual IPO process all the above arrangements were properly disclosed in the Prospectus and HRADF, as selling shareholder, abided to its regulatory Yiannis, could you tell us more about this project, what specific roles did you and your team take on and how were these constructive for the overall aim? To better understand the challenges that this transaction faced, we need first to get an idea of the particularities of the corporate status of AIA. AIA is a special utility company established as a Greek société anonyme to hold a 30-year BOT concession for the new greenfield airport 30 km from central Athens (the Airport) pursuant to the Airport Development Agreement (the ADA) entered by the Hellenic Republic and private sector parties on 31 July 1995. The ADA and the articles of association of AIA were ratified by virtue of Law 2338/1995 (the Ratifying Law). The Airport commenced its operations in 2001 and a 20-year extension of the concession period was ratified by Law 4594/2019 and became effective on 19 February 2019. The shareholders of AIA prior to the IPO were the HRADF (with 25% of the shareholding of AIA), Greece’s sovereign wealth fund HCAP (with 30% of the shareholding of AIA), Avialliance, a wholly owned subsidiary of the Canadian pension fund PSP Investments (with just over 40% of the shareholding of AIA), and members of the Copelouzos family (with a bit less than 5% of the shareholding of AIA). As in other similar concessions where the State remains a party in the concessionaire company, the ADA and the articles of association of AIA included detailed provisions imposing limitations to the holding and transfer of shares as well as a distinct corporate governance structure, with a view of safeguarding the State’s and the private shareholders’ interests in this investment. It was these corporate particularities that posed certain significant challenges to the An exclusive interview with Yiannis Palassakis, co-managing partner of Dracopoulos & Vassalakis LP (DVLaw) that advised HRADF in selling its 30% stake in AIA. Working with leading practitioners from top-tier Greek and international law firms around the clock for many months was an unprecedented experience for our team and a valuable lesson on coordination and collaboration in tackling complex legal issues posed by the unique status of AIA. TRANSACTION INTERVIEW 37
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