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The Company "THESSALONIKI PORT AUTHORITY SA" THPA SA informs the investing public that on Friday February 02, 2018, the concession agreement of THPA SA was signed with the Greek State as amended and approved by the Extraordinary General Meeting of 25.01.2018. The concession agreement was signed on behalf of the Greek Government by the Minister of Shipping and Island Policy, Mr. P. Kouroumplis and the Minister of Finance Mr. E. Tsakalotos, and on behalf of ThPA SA by the Chief Executive Officer, Mr. Dimitrios Makris, who was authorized by the Board of Directors of THPA SA.

The concession agreement will be introduced for a Parliamentary legislative ratification in the immediate future.

 

Thessaloniki Port Authority SA following the announcement of January 26 informs the investors' community that in the Adjourned Extraordinary General Meeting of February 15, 2018 at 12:00 a.m. in the Athens Stock Exchange (110 Athinon Ave.) are entitled to participate those who appear as shareholders of the Company in the records of the Dematerialized Securities System that is managed by the "HELLENIC CENTER SECURITIES DEPOSITORY SA" on February 11, 2018 (record date), according to the provisions of articles 27 par. 2, 28 and 28a of Codified Law 2190/1920.

Decisions of the Extraordinary General Shareholders Meeting of 25.01.2018 [pdf]

The new text of the Articles of the Statute seeks in general to codify and consistently restructure the provisions of the Company's current Articles of Statute so as to be compatible with both the current and the new management control of the Company by a private investor, after the signing of the contract for the sale of 6,753,600 shares issued by the Company, between the "Hellenic Republic Asset Development Fund" as seller and South Europe Gateway Thessaloniki (SEGT) Limited as buyer.

The proposed revised text of the Articles of Association is redrafted and rationalized on the basis of existing legal assumptions, both by simplifying the provisions of the current statute and by avoiding provisions and regulations that are essentially repetitions of Codified Laws. 2190/1920 and / or Law 3016/2002 (insofar as no derogation is introduced), as well as by the formulation of the new regulations in a way that corresponds to the new ownership.

In this context, the proposed amendments are summarized in the following key points:

  • Significant redundancies and simplification of the Articles of Statute, in particular by deleting, recasting and renumbering articles and chapters of the current statute, resulting in the new Statute consisting of fourteen (14) more succinct and smaller articles (instead of twenty-eight of the current Statute) .
  • Elimination of formalities and provisions, which repeat provisions of the law.
  • Simplification of the provisions regarding the establishment and operation of the Company's instruments (for example, the provisions for the General Assembly are limited to just one article).
  • Variations to the Company's purpose (as defined in Article 3) are observed, in order to meet the obligations of the Company, the activities and functions that will be performed under the Concession Agreement between the Company and the Greek State as amended and valided.
  • The number and composition of the members of the Board of Directors are changed and arrangements are included for more flexible operation of the Board, in case the right to join some of its members has expired for any reason.

It should be noted that:

  • The amendment to the Articles of Statute does not conflict with a prohibition in law. Already, Article 17 of Law 2688/1999 provides that the General Meeting of Shareholders of the Company is competent to decide on the amendment of its Articles of Association.
  • The formulation of the new text of the Articles of Statute does not interfere with or dispel the application of provisions introducing mandatory rules of law.
  • The exact content of the intended amendments is provided by the 21 December 2017 Share Purchase Agreement signed between HRADF and South Europe Gateway Thessaloniki (SEGT) Limited, subject to the approval of the Court of Auditors.

For a better understanding of the amendments, a comparative table is attached to this report with the existing and new provisions of the Statute after the proposed amendment. [pdf]

Thessaloniki Port Authority SA notifies Press Release of the HRADF on the signing of the agreement for the sale of THPA SA entered into by HRADF and South Europe Gateway Thessaloniki Limited:

Athens, 12/21/2017

PRESS RELEASE

Sale of THPA agreement signing between HRADF and South Europe Gateway Thessaloniki Limited

The agreement for the sale of Thessaloniki Port Authority’s 67% was signed on December 21rst , between HRADF and South Europe Gateway Thessaloniki (SEGT) Limited, the company set up by the Preferred Investor consortium comprising of the companies «Deutsche Invest Equity Partners GmbH», «Belterra Investments Ltd» and «Terminal Link SAS», for a total bidding offer of €231.926 million.

Mr. Aris Xenofos, Executive Chairman of HRADF signed the Sale and Purchase Agreement (SPA) on behalf of the Fund along with Mr. Sotiris Theofanis Coordinator, DIEP GmbH - Terminal Link SAS - BELTRRRA Investments Ltd Consortium and Member, BoD, South East Gateway Thessaloniki (SEGT) Ltd and Mr. Boris Wenzel, Managing Director of Terminal Link SAS.

The signing took place in the presence of the Ambassador of France to Greece, Mr. Christophe Chantepy, the Minister of Shipping and Island Policy, Mr. Panagiotis Kouroumplis, the Deputy Minister of Finance and Development, Mr. Stergios Pitsiorlas, the Deputy Minister of Shipping and Island Policy, Mr. Nectarios Santorinios. Dr. Martin Schuring, Head of Economic Section, represented the Embassy of Germany to Greece.

The Sale & Purchase Agreement was signed after the approval from the Court of Auditors, while the approval from the Hellenic Competition Commission is still pending. The agreement will be ratified by the Parliament and the transaction is expected to be completed by Q1 2018.

The transaction signifies, rather successfully, the achievement of another key milestone in the Fund’s asset management and development plan, while launching a new era for the Port of Thessaloniki and the prospects of economic growth for Northern Greece and the country in general.

The total value of the agreement amounts to €1.1 billion and – apart from the shares acquisition for €231,926,000 – includes mandatory investments amounting to €180 million within the next seven years, as well as expected revenues from the Concession Agreement for the Hellenic Republic estimated over €170 million. The total value also includes the expected dividends receivable by the HRADF for the remaining 7.22% of shares and the estimated investments (in excess of the mandatory ones), until the end of the concession period in 2051.

The Executive Chairman of HRADF, Mr. Aris Xenofos, commented: ““The exploitation of the Thessaloniki port along with the positive impact the successful conclusion of the exploitation agreement of Piraeus Port already has, form an axis of growth and development that crosses vertically our country, further enhancing the role of Greece as the European gateway to international companies for trade and cruise "”.

For more information and updates please refer to the Hellenic Republic Asset Development Fund's website (www.hradf.com).

TΗPA SA announces that at the meeting of the Board of Directors on 02/11/2017 according to the provisions of article 9 par.4 of the Statute of THPA SA and the article 3 of the Law 3016/2002, like is in energy, the lawyer Mr Konstantinos Christogiannis, was elected unanimously,  as a new independent non-executive member, in replacement of the resigned member Mr George Tozidis for the remaining of his term.