The resolutions of the Board of Directors of the Selling Shareholder have been approved by the Board of Directors based on the circular of the Securities and Exchange Commission. This relates to the offering of 90,000,000 common registered shares with voting rights, which was issued by Athens International Airport S.A.
“EUROBANK S.A.” as Joint Coordinator and Listing Advisor and “ALPHA BANK S.A.”, “NATIONAL BANK OF GREECE S.A.” and “PIRAEUS BANK S.A.”, as Joint Coordinators of the Greek Public Offering (as defined below) in the context of the disposal by the Hellenic Republic Asset Development Fund S.A. (the “Selling Shareholder” or “HRADF”) of a 30% participation in the share capital of the company “Athens international Airport S.A.” (the “Company” or “AIA”) (following the offering of all Over-allotment Shares, as defined below), which corresponds to 90,000,000 existing, ordinary, registered, voting shares with a nominal value of €1.00 each in the share capital of AIA (the “Offer Shares”), as approved pursuant to the decisions of the Board of Directors of the Selling Shareholder dated 21 December 2023 and 22 January 2024, announce pursuant to circular no. 23/22.06.2004 issued by the Hellenic Capital Market Commission (the “HCMC”) that:
1. The Offer Shares were offered in parallel through:
(a) the initial offering to the public in Greece in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. EUROBANK S.A. acted as Listing Advisor
and Greek Public Offering Joint Coordinator and ALPHA BANK S.A., NATIONAL BANK OF GREECE S.A. and PIRAEUS BANK S.A., acted as Greek Public Offering Joint Coordinators for the Greek Public Offering.
(b) the offering to institutional investors outside of Greece, pursuant to a private placement, which is exempted from the requirement to publish a prospectus under the Prospectus Regulation and other applicable laws, (i) in the United States, only to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A, and (ii) outside the United States, in compliance with Regulation S (the “Institutional Offering”, and together with the Greek Public Offering, the “Combined Offering”).
2. The 90,000,000 Offer Shares were initially split between the Greek Public Offering and the Institutional Offering as follows:
(a) 12,545,455 Offer Shares were offered in the Greek Public Offering and
(b) 72,272,727 Offer Shares were offered in the Institutional Offering,
whereas in case of excess demand, the Selling Shareholder would sell up to 5,181,818
additional Ordinary Shares (the “Over-allotment Shares”) as follows:
(c) in the Greek Public Offering, up to 954,545 Over-allotment Shares and
(d) in the Institutional Offering, up to 4,227,273 Over-allotment Shares.
According to the AviAlliance and Copelouzos Cornerstone Agreements 33,000,000 shares had a priority allotment from the Institutional Offering and Greek Public Offering respectively.
3. Pursuant to the decision of the Board of Directors of HRADF dated 01.02.2024, the offering price of the Offer Shares was determined, within the price range (€7.00 – €8.20), at the maximum offering price of €8.20 per Offer Share for the Combined Public Offering (the “Offering Price”).
4. The Offering was successfully completed on 01.02.2024. Due to excess demand, the Over-allotment Shares were sold through the Combined Offering, thus all Offer Shares were offered.
In the final allocation, pursuant to the decision of the Board of Directors of HRADF dated 01.02.2024, the split between the Greek Public Offering and the Institutional Offering was determined as follows:
(i) 12,200,000 Offer Shares were allocated to Retail and Qualified Investors, who participated in the Greek Public Offering.
(ii) 77,800,000 Offer Shares were allocated to institutional investors who participated in the Institutional Offering.
5. The total valid demand at the Offering Price of €8.20 that was expressed in the Combined Offering amounted to 1,047,674,024 Offer Shares, oversubscribing the 90,000,000 Offer Shares that were offered through the Combined Offering.
More specifically, taking into account valid subscriptions only, the total demand that was expressed in the Greek Public Offering amounted to 206,074,818 Offer Shares, exceeding the 12,200,000 Offer Shares allocated in the Greek Public Offering, by approximately 16.9 times, divided as follows:
(a) the demand from the 21,472 subscription applications of Retail Investors submitted in the Greek Public Offering corresponds to 116,074,489 Offer Shares, exceeding the 5,005,000 Offer Shares allocated to this category and
(b) the demand from the 106 subscription applications of Qualified Investors submitted in the Greek Public Offering corresponds to 90,000,329 Offer Shares, exceeding the 7,195,000 Offer Shares allocated to this category.
In the Institutional Offering, taking into account valid subscriptions only, the total demand that was expressed amounted to 841,599,206 Offer Shares.
Consequently, after the completion of the Combined Offering, all Offer Shares were sold.
6. The total of 12,200,000 Offer Shares offered through the Greek Public Offering were allocated, on the basis of the valid demand expressed at the Offering Price, as follows:
• 5,005,000 Shares to Retail Investors out of a total number of 116,074,489 shares for which valid demand was expressed in this specific category of investors and
• 7,195,000 Shares to Qualified Investors out of a total number of 90,000,329 shares for which valid demand was expressed in this specific category of investors.
7. HRADF’s total gross proceeds raised from the Combined Offering including the Premium and before deducting expenses, amounts to €784,7 million.
8. Pursuant to the underwriting agreement dated 24 January 2024, entered into between the Managers, HRADF and the Company the Managers have not undertaken any obligation to subscribe for the shares. In addition, it is noted that the Managers did not submit subscription applications in the Greek Public Offering for their own account, with the exception of:
• Eurobank S.A. which was allocated: 2,787 shares for its own account and 15,540 shares due to two failed trades and
• EUROXX S.A. which was allocated 17,428 shares for its own account in the Greek Public Offering.
