Athens International Airport S.A., operator of the largest airport in Greece, announced today its intention to proceed with the listing of its common shares on the Main Market of the Regulated Stock Market of the Athens Stock Exchange (“ATH”).

The listing on the Athens Stock Exchange is expected to be the largest initial public offering (in terms of total proceeds) in Greece in the last 15-plus years, and marks a major milestone for Athens International Airport SA, the country and the domestic capital market. .

AIA, as mentioned in the same announcement, has emerged as a resilient, efficient and profitable management company of the largest airport in Greece. The airport accounts for around 35% of the country’s total air traffic and in 2023 served more than 28 million passengers, with passenger traffic already exceeding pre-Covid-19 levels, as well as the corresponding recovery performance of many European airports.

The company is managed and operated as a private sector commercial enterprise, with the Greek government owning 55% of the shares, through the Hellenic Republic’s Private Property Development Fund (“TAIPED”) which owns 30% of the shares and the Hellenic Holdings Company and Property (“EESYP”), which owns 25%. AviAlliance, the largest private shareholder of AIA, currently owns just over 40% and the Kopelouzos family (Dimitris Kopelouzos, Kyriaki Kopelouzos, Asimina Eleni Kopelouzos and Christos Kopelouzos) owns approximately 5%.

Key investment elements

Award-winning national infrastructure asset, supported by strong demand fundamentals. The airport is recognized as the 9th busiest hub in Europe, according to OAG’s 2023 ranking.

According to the United Nations World Tourism Organization, in 2022 Greece was one of the ten countries in the world with the highest number of international arrivals.

The airport is the only international airport in a wider geographical area covering approximately 6 million inhabitants and connects it by air with the rest of the country, including the Greek islands. The airport’s location in Attica, which is the financial center of Greece, ensures that it benefits the most from the resilience of tourist traffic, the general trend of lengthening the tourist season and Greece’s current favorable macroeconomic environment.

During the last five years, during peak periods, the airport connected Greece with more than 155 destinations in 55 countries internationally. It serves more than 65 full-service, hybrid and low-cost airlines and is the main hub of the AEGEAN/Olympic group, the leading Greek carrier, as well as Sky Express, a fast-growing Greek airline. Since its inception, AIA has won 121 awards and accolades, most recently the ‘Best Airport’ award from ACI Europe and the ‘Airport Efficiency & Excellence Award’ from ATRS.

Fixed, ‘Dual Till’ operating frame.

The regulatory framework of AIA’s tariff policy is not subject to substantial changes or periodic revisions, as provided by the current framework of the concession which expires in June 2046. In accordance with article 65 of Law 5045/2023, and subject to the successful listing of the Company’s shares, a new concession tender is expected to be announced by the Greek State at least 6 years before the expiry of the current concession. The AIA will have the right to participate in the tender for the new concession, as well as the right, under certain conditions, to submit a similar offer to the highest competing preferential offer (matching right). AIA’s activities are governed by the Airport Development Agreement (“AAA”) with the Greek government, which outlines the Company’s exclusive right to determine, impose and vary airport charges paid by airlines, as well as responsibility for the operation of the airport. In accordance with applicable law, airport charges are reviewed annually in consultation with airlines. The airport is overseen by the Civil Aviation Authority (CAA), which enforces EU and national aviation legislation.

Rapid recovery of economic performance to pre-2019 levels.

AIA has recovered from the effects of the Covid-19 pandemic and, for the year ended 31 December 2022, revenue (including other revenue and the Airport Modernization and Development Levy – TEAA subsidy to cover borrowing costs) and adjusted operating earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), had recovered to approximately 92% and 94% of 2019 levels, respectively. AIA has achieved Adjusted EBITDA margins of over 60% since 2018 (excluding the years 2020 and 2021 affected by Covid-19) and conversion of revenue to free cash flow of over 80%. Following the extension of the concession agreement in 2019, AIA maintained its net debt/adjusted EBITDA ratio at approximately 1.95x on average between 2019 and 2022 (excluding 2020).

Multiple drivers of long-term growth. AIA has added 69 new destinations to its network and developed partnerships with 32 new airlines over the past five years. In addition, AIA intends to implement an expansion of its facilities in three phases, based on a pre-agreed land-use plan, which aims to increase the capacity of the terminals to 50 million passengers per year by 2046. The land-use plan does not require new land or new runways landing and take-off, as the airport’s two independent runways already in operation can handle the movement of 50 million passengers.

AIA is also committed to achieving the goal of Net Zero (zero CO2 emissions from its own operations) by 2025, by implementing various initiatives, and having already achieved a 60% reduction in CO2 emissions compared to 2005 , carbon neutral since 2016 and maintaining a recycling rate of over 70% throughout the airport.

AIA’s senior management team has decades of AIA experience. Members of AIA’s senior leadership team have been with the Company for 15 or more years, with several having been members of AIA since the Airport’s construction period.

Mr. Rihardos Lampiris, Chairman of the Board of Directors of AIA, stated “The listing of AIA on the Athens Stock Exchange is a crucial step in the development of the Company, which will further strengthen our business activity through an updated governance model that reflects best practices of the market. The level of commitment from both the board and management to the success of this process demonstrates the strong belief shared by everyone in the Company.”

Dr. Ioannis Paraschis, CEO of AIA, said “I am particularly satisfied with the prospect of listing AIA on the Stock Exchange, as it is expected to be a milestone for Greece and our industry. Engaging a wider group of investors, exposure and leverage to capital markets and alignment with international best practices will further strengthen AIA adding new perspectives and possibilities for the next phase of our growth. I am proud to lead such an experienced and close-knit team, whose operational excellence has enabled us to build one of Europe’s award-winning airports and reach our current milestone.”

Mr. Dimitris Politis, CEO of the State Private Property Development Fund, added “The project to diversify the AIA’s investment base will unlock long-term value for the company and bring significant benefits to the Greek economy. It is a great opportunity for international and domestic investors to participate in the success story of Greek tourism and strengthen the prospects of the domestic capital market. Together with the other shareholders, we believe that this is an important milestone for the further development of AIA and the strengthening of the Greek tourism industry”.

For his part, Mr. Gerhard Schroeder, Managing Director of Avi Alliance, the largest private shareholder of AIA, commented “We have supported the management team of AIA since the opening of the airport in 2001 and we are confident in its ability to implement the Initial Public Offering as part of its broader plans. AIA is in a position to build on its strong financial performance and capitalize on its leadership position in an attractive market.”

Main points of the proposed offer

The offer is expected to consist of a secondary sale of all the shares (the “Offered Shares”) currently held by the State Private Property Development Fund (the “TAIPED” or the “Selling Shareholder”), which correspond to 30% of its share capital AIA, through a public offer to private and institutional investors in Greece (the “Hellenic Public Offer”) and an offer to eligible international institutional investors outside Greece (the “Institutional Offer” and together with the “Hellenic Public Offer”, the “Offer”) . AIA will not raise new capital in connection with the Offering and will not earn any income.

The existing AviAlliance shareholder will have the right to enter into a cornerstone agreement for the purchase of Offered Shares representing 10% of the Company’s share capital. In addition, from the Kopelouzos family, Asimina Eleni Kopelouzos and Christos Kopelouzos will have the right to enter into a cornerstone agreement for the purchase of Offered Shares representing 1% of the Company’s share capital.

After the completion of the Offer, provided that all of the Offered Shares will be allocated and that AviAlliance as well as the shareholders Asimina Eleni Kopelouzos and Christos Kopelouzos will choose to fully exercise their rights in the Offer, the distribution of the Company’s shares to the public is expected to amount to approximately 19% of the Company’s share capital.

The listing of the Company’s shares is expected to take place in February 2024, subject to the required regulatory approvals and market conditions.

Detailed information about the Offer will be published in due course, following the approval of the Prospectus.

Contractors & consultants

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. , while Alpha Bank, Eurobank, National Bank of Greece, Piraeus Bank, Ambrosia Capital, AXIA, Euroxx and Pantelakis Exchange act as Co-Lead Managers in the Institutional Offer. Alpha Bank, Eurobank, National Bank of Greece, Piraeus Bank are acting as Lead Underwriters, and Ambrosia Capital, AHIA, Euroxx and Pantelakis Securities are acting as Lead Underwriters in the Hellenic Public Offering. All of the above are collectively referred to as the “Administrators”. Eurobank acts as Listing Advisor.

Rothschild & Co is acting as financial advisor to the Company, Latham & Watkins and PotamitisVekris are acting as legal advisors to the Company, while Brunswick and V+O are acting as communications advisors to the Company. Milbank LLP and Zepos & Yannopoulos are acting as legal advisers to the Administrators. White & Case LLP, Your Legal Partners and Drakopoulos Vasalakis are acting as legal advisors to the Selling Shareholder, while Lazard is acting as financial advisor to AviAlliance.