The Hellinikon contract – Background
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The International Tender procedure for Hellinikon commenced in 2011. The contract, which provided for the transfer of the shares of “Hellinikon S.A.”, was signed in November 2014. The contract specified that within 2 years (November 2016), the transfer procedure should have been completed.
- “Hellinikon S.A.”
The company “Hellinikon S.A.” was established on 31 March 2011; its scope included the management, administration and development of the site of the former Athens International Airport in Hellinikon. In 2012, according to the Law 4062/2012 (art. 7, par. 1), the use, management, administration and development of the property owned by the Agios Kosmas National Youth Sports Centre (EAKN) and the Agios Kosmas (Attica) Olympic Sailing Centre (Marina), as well as their existing buildings and facilities, were also assigned to the company. The total area of the property that was placed under the management and administration of “Hellinikon S.A.” amounts to 6,205,667.31 m2 and constitutes the Hellinikon-Agios Kosmas Metropolitan Hub.
- The Tender
On December 8, 2011, the Invitation of Interest was published in Greek and international media and the final date for submission by the interested parties was April 17, 2012.
During the first phase, expressions of interest were submitted by 9 companies:
- Elbit Cochin Island Ltd (Israel)
- Gazit Group USA Inc. (United States of America)
- Kaglow Holdings Ltd. (Cyprus)
- L&R London and Regional Group Holdings Limited (United Kingdom)
- Lamda Development S.A. (Greece)
- LSGIE SA (Spain)
- Qatari Real Estate Investment Company QSC (Qatar)
- Sovinyon/Air Services International Limited FZE/Varangis Qatar LLC (joint venture) (Qatar)
- Trump Acquisition LLC. (United States of America)
Out of the 9 interested investors, 4 fulfilled the pre-selection criteria required for participation in Phase B. The following companies were selected: a) Elbit Cochin Island Ltd, a) L&R London and Regional Group Holdings Limited, c) Lamda Development S.A., d) Qatari Real Estate Investment Company QSC.
Out of those, only “Lamda Development S.A.” submitted a binding offer.
The improved offer of “Lamda Development” was unsealed on 26 March 2014. The HRADF selected the company as “buyer”.
- Consideration Price and Investment obligations
The purchase price for the shares, based on the offer submitted by Lamda Development, was € 915,000,000, in which the amount of € 1.5 billion which is the budget for infrastructure projects, should be added. Consequently, the total amount is estimated on € 2.4 billion.
It should be noted that the total investment will exceed the above contractual amounts, and is estimated at € 8 billion.
Moreover, the contract provides for the participation of the HRADF in the future economic benefits from implementation of the investment.
The investor will make every possible effort to complete 80% of the investment obligations in a period of 12 years from the date of the transfer of shares.
Part of the obligations undertaken by the company refer to works of public benefit, such as:
- the creation, maintenance and safety of a 2.000.000 sqm of Metropolitan Park;
- the creation of additional green areas and open spaces covering 600.000 sqm;
- the use of 300.000 sqm for public benefit uses;
- primary public transport infrastructure and facilities;
- main facilities and utility networks;
- centre for recyclable materials; transit station for domestic waste and transit/temporary area for the storage of recyclable products on the Property for its waste management;
- the required port works;
- bypass and underground construction of part of Poseidonos Avenue;
- recovery and management of streams;
- an extended network of pedestrian ways and bicycle routes, estimated at about fifty (50) km;
- coverage of 50% of the cost of study and construction of the centre for recyclable materials, the transit station for domestic waste and the transit/temporary area for the storage of recyclable products in an area outside the property under certain conditions;
- increased connectivity through fixed-track means of transport;
- development of most of the cultural and sports uses within the Metropolitan Park;
- renovation and operation of the listed buildings within the property;
- development of facilities for the disabled association within the property, similar to the existing ones;
- development of approximately 1 km of beach.
- Lawfulness Audit and Contract signature
The tender procedure and the draft contract were submitted to the Court of Auditors for a pre-contractual legality check.
Unit VI of the Court of Auditors issued a decision confirming that there were no obstacles to signing the draft contract. The decision was ratified by three decisions (nos. 1183/2015, 1184/2015 and 1185/2015) by the Greater (7-member) Composition Unit of the Court of Auditors.
At the same time, the Plenary Session of the Council of State, by virtue of three decisions (nos. 1902/2014, 1903/2014 and 1905/2014), concluded that the transfer of shares of “Hellinikon S.A.” from the Greek State to the HRADF was absolutely legal.
By virtue of two additional decisions (nos. 2185/2014 and 2186/2014), the Plenary Session of the Council of State rejected the requests for cancellation that had been submitted against the decisions of the Interministerial Committee for Restructuring and Privatisation.
After the issuance of the decisions of the Court of Auditors and the Plenary Session of the Council of State, the purchase/sale contract was signed (Shares purchase/sale contract between the HRADF, “Hellinikon Global I S.A.” and “Lamda Development S.A.” (as guarantor of “Hellinikon Global I S.A.).
The Court of Auditors verified again the purchase/sale contract, after the Amended Agreement was signed in June 2016.
- Execution of the Amended Contract and ratification by the Greek Parliament
In 2016, the Government’s Economic Policy Council approved the HRADF’s Asset Development Plan, which foresaw the execution of a Memorandum of Understanding (MOU) between the parties.
The HRADF adopted the amendments to the initial contract and on 7 June 2016 the HRADF, “Hellinikon Global I S.A.” and “Lamda Development S.A.” (as guarantor of “Hellinikon Global I S.A.) co-signed the MOU via which it was agreed to sign an amended contract.
By virtue of a new decision, the Court of Auditors ruled that there were no obstacles to signing the amended contract, and this led to the execution of the amended contract on 19 July 2016.
In September 2016, the initial and amended contract was ratified by Greek Parliament by a vast majority (more than 260 MPs voted in favour).
- The Approval of the Integrated Development Plan by Presidential Decree
An issue of vital importance for enabling works to begin is the urban-planning maturity of the Property, so that both the development potential and the restrictions on development are all known from the outset.
The first step to achieve that, wasthe approval of the Integrated Development Plan (IDP) by means of a Presidential Decree on March 2018,, which first underwent examination by the Council of State.
Among the documents accompanying that Plan is the Strategic Environmental Impact Study, which, according the law, was published and submitted for public consultation. At the same time, the Ad Hoc Experts Committee specified in Law 4062/2012 and the Central Administration Council for the Exploitation of Public Property, comprised of the Secretary – Generals of all Ministries involved, expressed an opinion on the Plan.
Therefore, the approval of the IDP via a Presidential Decree. was preceded by extensive scrutiny of all parameters by both the public administration and the judiciary administration. It should be noted that the Investor’s Master Plan was actually submitted to HRADF and was approved during the tender process. However, after the Contract was signed, the Greek State requested for specific points, and specific issues relating to urban planning law to be amended. So, after the Amended Agreement was signed in July 2016, a partial re-planning was required. The IDP was submitted to HRADF to be checked for completeness in December 2016 and was re-approved in February 2017. However, final submission could not be made before the administrative issues which still existed at that time were resolved. To accelerate the process, even though the specific issues had not been resolved -which is very likely to impact the overall ability to implement the development plan-, the IDP was submitted for approval in June 2017 and was approved within 8 months of the submission date.
7. Approval of the urban planning studies by means of Joint Ministerial decisions
In effect this is the second crucial step in achieving urban-planning maturity for the Property. Once the urban planning studies are approved, the building blocks will have been worked out and issues affecting the development and restrictions on development will be known, as well as the conditions for the protection of the natural and cultural environment.
The precondition for the issuance of these JMDs was the issuance of the Joint Ministerial Decision on the “Metropolitan Park” defining the areas of green areas, park lands, water elements, the network of pavements and cycle lanes ect. Indeed, it was issued the no. 74502 EX 2019 / 3-7-2019 NTUA (2792 B ‘) JMD of the Ministers of Finance, Culture and Sport, and the Ministers of Environment and Energy (“Approval of the general organization of the Metropolitan Park of the Metropolitan Pole of of Hellinikon – Agios Kosmas and its environmental conditions’), which was subsequently amended by No. 93298 EX 2019 / 28-8-2019 JMC (Government Gazette 3294 B).
Subsequently, the JMDs for the Project Development Zones, issued as follows:
1) for the Development Zone in the area of the former airport and related to the casino licensing competition, JMC no. 93620 EX 2019 / 29.08.2019 – (Government Gazette B ‘3347)].
2) for the Development Zones in the coastal area, JMC no. 96572 EX 2019 / 05.09.2019 – (Government Gazette B ‘3405)].
3) for the Development Zones Α-Π1, Α-Π2, Α-Π3, Α-Π4, Α-Π5, Α-Π6 και ΠΜ-Π1, JMC no. 109171 EX 2019/ 03.10.2019 (Government Gazette 3687)