Category: Greece

Lambadarios has advised International School Partnership on its acquisition of Ekpaideutiria Platon. Koutalidis advised the shareholders of Ekpaideutiria Platon.

Ekpaideythria Platon is a Greek private educational institution.

According to Koutalidis, founded in 1969, Ekpaideutiria Platon has “long been recognized for its exceptional bilingual and multicultural learning environment, combining Greek educational traditions with a strong international outlook. The integration of Platon School into the ISP family opens new horizons for the school, providing access to a wealth of best practices, innovative tools, and additional resources that will further elevate the learning experience for students and educators alike.”

The Lambadarios team included Managing Partner Constantinos Lambadarios, Partner Melina Katsimi, Senior Associates Anna Gkogka, Margarita Kontogeorgou, and Natalia Kalatzi, and Associates Alexandros Koukoutsis, Virginia Kyrlakitsi, and Stephanie Papazoglou.

The Koutalidis team included Managing Partner Nikos Koritsas, Partner Yiannis Loizos, Senior Associate Stelios Giamanis, and Associate Konstantinos Papakonstantinou.

Over the past two decades, the Greek State has increasingly relied on self-financing techniques for large-scale infrastructure projects, namely concession agreements and public-private partnership (PPP) agreements which differ from the traditional public works contracts first of all in terms of private financing (either through equity or bank financing) provided by the contractor against consideration. At the same time, the contractor assumes significant part of the associated economic and business risks.

Concessions and PPP agreements share many similarities, with differences primarily found in the tender process (concessions are governed by Law 4413/2016, whereas PPPs are regulated by Law 3389/2005, with a key distinction being the legislative ratification requirement for concession agreements). From a substantive perspective, concession agreements typically provide for the repayment of the concessionaire by the users of the infrastructure, whereas PPPs provide for consideration in the form of payments from the public entity (e.g., availability payments) or a combination of both repayment methods.

The Greek State employs self-financing techniques not only because they offer financial relief by deferring payments in the future, but also because they relieve the public sector of most risks inherent in the implementation and long-term operation of technically complex infrastructure projects of significant economic scope. In traditional public contracts, the public entity bears the risks related to financing and operation of the infrastructure, while the private entity bears only the construction risks. In concession and PPP agreements, these risks are shifted to the private sector.

Emerging trends

Recently, there has been a surge in self-financed projects tenders, partly because, under Regulation 549/2013 and EUROSTAT’s methodology, respective expenditure is not registered in the general government’s balance sheet nor counts towards public deficit and debt, provided that the business risk is substantially borne by the private sector.

Currently, many infrastructure projects are implemented or tendered through PPPs, such as the ultra-high broadband infrastructure, numerous road projects (e.g., Thessaloniki Flyover, Thessaloniki-Edessa Highway, the Crete Northern Highway – Hersonissos to Neapoli section, Kalamata-Pylos-Methoni road axis etc.), the operation of Thessaloniki’s subway, the construction and management of school facilities, student housing and other educational and research facilities. Other notable projects include the relocation/construction of prisons and courts, as well as numerous irrigation and water supply projects. Infrastructure projects that have been tendered through concessions comprise motorways (such as Egnatia Odos, Attiki Odos etc.), marinas and regional airports. Moreover, the concession scheme is also used in port privatization programs, which combine the sale of majority stakes in port authorities with the renegotiation and modification of existing concession agreements.

Risk allocation

In addition to the aforementioned fiscal benefits for the Greek State, the proper identification of risks arising during the contractual period and the contractual allocation of such risks between the public and private sectors is crucial for a project’s success. This allocation should be primarily based on each party’s capacity to manage the relevant risk more effectively and at the lowest cost. Excessive risk transfer to the private sector can produce adverse results, potentially:

• threatening the project’s viability if it endangers the cash flows required to pay operational costs, the repayment of the loans and the agreed or reasonable investor’s internal rate of return (IRR);
• affecting the project’s bankability;
• increasing the price offered by the investors in the relevant tenders and consequently the project’s cost for the contracting authority and taxpayers/users.

Therefore, an unreasonable risk allocation acts as a disincentive to investments, jeopardizing the success of the tender and the project itself.

Contractual provisions in Greek PPP and Concession Agreements

In the tender and contractual PPP and concession documents, an effort is made for a fair and reasonable allocation of risks, adapting international standards and practice to the peculiarities of Greek public administration and infrastructure. Indicatively:

(a) Environmental and expropriation risk: Typically assumed by the public sector and addressed before contract award.

(b) Licensing risk: Usually borne by the private sector, with contractual presumption for obtaining the required permits if administrative authorities fail to issue such permits without reason within a specified period (60 days for PPP projects under article 20 of Law 3389/2005). However, these provisions are criticized as incomplete, as they do not provide for contractor’s compensation in case of delays or unlawful rejection of contractor’s application. Additionally, presumed issuance often excludes technically complex permits.

(c) Archaeological risk: Usually shared between the parties. If the archaeological authority fails to act within a pre-defined timeframe (60 days for PPP projects under article 21 of Law 3389/2005), the private sector is entitled to an equivalent extension of time and compensation. Nevertheless, the private sector bears the cost of delays caused by the initial timeframe set for the archaeological authority’s actions.

(d) Demand risk: Typically borne by private entities. However, exceptions are usually included in the relevant contracts, allowing private entities to claim compensation from the public sector in cases of force majeure or state liability events, i.e. events for which the private entity is not responsible but are due to specific measures taken by the state that adversely affect demand (e.g., measures taken to curb the spread of the COVID-19 pandemic), depending on whether the specific event has or should have been insured.

Given that concession and PPP agreements will continue to serve as a tool for implementing major infrastructure projects in the coming years, it is essential to ensure proper risk allocation between the public and private sectors, tailored to the peculiarities of each project and avoid unreasonable risk transfer to private entities, thus ensuring maximum investment interest, projects’ bankability and a smooth, swift and proper execution of the contracts, to the benefit of all stakeholders, and ultimately the end-users of the projects.

By Prokopis Linardos and Katerina Politopoulou, Partner, Your Legal Partners

Pursuant to an announcement issued today by the President (Judge) of the Council of State, the Court (in Plenary Session) has ruled that articles 10, 15§8, 19§2 and 25 of the New Building Regulations (“ΝΟΚ”) are not consistent with article 24 §§1 and 2 of the Constitution.

Further, the Court ruled that not counting towards the building factor (a) the mezzanines/lofts (in Greek, “pataria”) pursuant to article 11§6 οf NOK and (b) an area of main use of 35 sq.m. on the top floor (loft) of the building, as well as treating a swimming pool as a planted area (article 19§2 of NOK), are all provisions that contravene the Constitution.

The silver lining: This does not apply to building permits already issued, under the condition that the constructions works have commenced.

By Helen Alexiou, Managing Partner, AKL Law Firm

Koutalidis has advised a consortium comprising Fraport Frankfurt Airport Services Worldwide, Delta Airport Investments, and Pileas on a 40-year concession for Kalamata Airport Captain Vassilis Konstantakopoulos via a tender conducted by Growthfund, the National Fund of Greece.

According to Koutalidis, the concession involves an upfront fee of EUR 45 million, with total payments to Growthfund over the concession period expected to reach EUR 71.2 million. The consortium has committed to investing EUR 28.3 million in infrastructure upgrades within the first three years, including modernizing facilities, expanding the terminal, developing IT systems, and enhancing passenger services.

The Koutalidis team included Partners Yiannis Kantas, Yiannis Loizos, and Lydia Sofrona and Associates Despoina Koutsou, Evangelos Mylonas-Tsoumas, Nikolaos Vergetakis, and Christos Stranis.

Koutalidis did not respond to our inquiry on the matter.

Zepos & Yannopoulos has advised Pradera on the sale of its shares in Trivillage Developments Greece Cinema and Entertainment Enterprises Single Member, the owner of the Village Shopping & More center in Renti, to Premia Properties Group entity Renti to Go Single Member.

Pradera is a retail property investment, fund, and asset management business based in the UK.

Premia Properties is a real estate investment and management company with shares traded on the Athens Stock Exchange.

The Zepos & Yannopoulos team included Partners Danai Falconaki and Stefanos Charaktiniotis and Associate Rania Koliouli.

Zepos & Yannopoulos did not respond to our inquiry on the matter.

Editor’s Note: After this article was published, Your Legal Partners announced that it advised the joint venture on the acquisition of the Village Shopping & More in Renti, Athens. The firm’s team included Partner Katerina Christodoulou and Associate Sofrini Sideri.

Greece’s renewable energy sector has been experiencing a surge in activity, according to Junior Partner Prokopis Linardos. Prokopis discusses the rise of corporate PPAs, the impact of streamlined licensing processes, and the growing focus on energy storage and offshore wind projects while reflecting on the country’s ambitious decarbonization targets and what the future holds for the sector.

CEELM: What work has been keeping your energy practice busy over the past year?

Linardos: Over the past year, our energy practice has been particularly busy with transactions and financings in the renewable energy sector, especially in photovoltaic and wind farm projects. Greece has seen substantial activity in this area, and we’ve had the opportunity to advise Greek financial institutions on financing major projects, often involving funds from resilience programs. This work has also covered acquisitions by both domestic and foreign investors, corporate power purchase agreements, and project agreements (EPC contracts, supply agreements, etc.).

One of the highlights for us was assisting one of the largest managers of sustainable assets in the world, Mirova, in entering the Greek market. We advised Mirova on the acquisition of a 50% stake in an operating wind farm in Greece and on the execution of an agreement for the development of twelve wind parks in Greece with a total capacity of 300 megawatts, which agreement is currently being implemented. In addition, in the past year, we advised many RES producers in the negotiation and execution of corporate PPAs – gradually expanding in the Greek renewable energy markets replacing the feed-in premium contracts.

CEELM: What has been the primary driver behind these levels of activity?

Linardos: The ongoing energy transition has been a significant driver, as Greece, like the rest of Europe, focuses on decarbonization and combating climate change. The targets for global environmental sustainability, particularly the goal of achieving full decarbonization by 2050, continue to shape market dynamics.

Locally, legislative changes have played a key role. Recent amendments have significantly simplified the licensing process and reduced respective timelines, making Greece an even more attractive destination for foreign investors. At the same time, the projects that have been awarded with feed-in premium contracts through competitive auctions were at a ready-to-build stage last year, seeking financing. Another crucial factor has been the availability of funds through the EU Resilience and Recovery Facility. This has provided a solid foundation for renewable energy projects, offering much-needed financial support to ensure their viability.

CEELM: Apart from that, are there any other sectors of note in the mix?

Linardos: While renewables dominate, there’s growing momentum in energy storage systems, particularly battery energy storage. This sector is emerging as a priority in Greece, creating additional capacity for renewable energy and enabling a more effective penetration of renewables into the energy mix. We’ve seen the first projects under the Greek support scheme recently, and this area is expected to grow rapidly in the coming years.

Offshore wind farms are another exciting development – legislation for this sector has recently been enacted, with a goal of reaching 2 gigawatts of capacity by 2030. Foreign investors are showing considerable interest, and the expected investment of EUR 2-3 billion by 2030 makes this a major sector for Greece. Our team is well-prepared to handle these projects, given our extensive experience in both offshore and onshore renewable energy developments.

CEELM: Finally, what do you think the next 12 months will look like?

Linardos: The outlook for the next 12 months is very positive! We anticipate an expansion in the renewables portfolio as energy transition efforts continue, thus investments in renewables will remain robust.

Battery energy storage systems will gain even more traction, especially with recent support mechanisms. Energy storage will create additional space in the electricity system, speeding up the award of grid connection terms to RES projects, thus facilitating a broader penetration of renewables into the energy mix. Offshore wind farms will also begin to take shape, with investments being laid out as part of Greece’s ambitious energy strategy. The next year promises to be an exciting one for the Greek energy sector!

Lambadarios has advised Piraeus Bank on the EUR 620 million financing of a Terna Energy pumped hydro storage station in the municipality of Amfilochia, Western Greece. Marinos | Petroulias & Partners reportedly advised Terna Energy.

According to Lambadarios, the “financing project Hydro Pumped Storage Complex in Amfilochia of Terna Energy involves the design, development, and construction of two stations in Pyrgos and Agios Georgios with a production capacity of up to 680 megawatts and a pumping capacity of up to 730 megawatts. This vital investment in Greece’s energy transformation aims to secure energy storage and maximization of renewable energy penetration in the energy production mix in Greece, contributing to sustainability and achieving the 2030 National Energy and Climate Plan goals.”

The Lambadarios team included Partners Yannis Kourniotis, Prokopis Dimitriadis, and Konstantina Siozou and Associates Angeliki Kaperoni and Christina Kyrgialani.

Editor’s Note: After this article was published, Marinos | Petroulias & Partners confirmed its involvement to CEE Legal Matters. The firm’s team included Partners Panagiotis Petroulias and Nafsika Gountza and Senior Associate Charis Loizou.

On December 2, 2024, Bernitsas Law announced that Abu Dhabi Future Energy Company’s acquisition of Terna Energy (previously reported by CEE Legal Matters on June 24, 2024) has now closed.

According to Bernitsas, “following the signing of the agreement on June 20, 2024, the transaction was successfully completed on November 28, 2024. The transaction represents the largest ever energy transaction on the Athens Exchange and one of the largest in the EU renewables industry.” The transaction involved the acquisition of 70% of Terna Energy from GEK Terna and other shareholders of Terna Energy.

As previously reported, Bernitsas, working with Simmons & Simmons and Latham & Watkins, has advised Abu Dhabi Future Energy Company (Masdar) on an agreement with Gek Terna and other shareholders to acquire Terna Energy. Reed Smith and Potamitis Vekris advised Gek Terna Group.

According to Bernitsas, “the acquisition price represents an equity valuation of EUR 2.4 billion and an enterprise value of EUR 3.2 billion.”

Abu Dhabi Future Energy (Masdar) is a UAE-based clean energy company.

Terna Energy is a Greek renewable energy group listed on the Athens Exchange and a subsidiary of Gek Terna, a construction and projects company in Greece.

The Bernitsas team included Partners Nikos Papachristopoulos, Yannis Seiradakis, Athanasia Tsene, Marina Androulakakis, Maria Nefeli Bernitsa, and Tania Patsalia, Counsels Eleni Stazilova and Maria Kloni, Senior Associates Fotini Karra, Sildia Fotopoulou, Stella Papakosta, and Maria Sofia Sfika, and Associates Chrysa Andressaki, Angeliki Chlivinou, Odysseas Fokas, Katerina Fotopoulou, Manto Karamanou, Konstantina Karveli, Niki Nisotaki, and Marinos Shiapanis.

The Potamitis Vekris team included Partners Vassilis Stergiou and Aspasia Malliou and Senior Associate Eleana Baya.

The Reed Smith team included Londond-based Partners Panos Katsambas and Delphine Currie and Counsel Matt Bowen.

Bernitsas has advised China State Grid on its acquisition of a 20% stake in Greece’s Independent Power Transmission Operator’s subsidiary Ariadne Interconnection which is responsible for implementing the electricity interconnection between Attica and Crete.

According to Bernitsas, Ariadne Interconnection involves “two submarine 500-kilovolt cables, 335 kilometers in length, of a total 1,000-megawatt transmission capacity, laid in record depths of up to 1,200 meters on the Aegean seabed.”

China State Grid has been IPTO’s strategic investor since 2017.

The Bernitsas team included Partner Yannis Seiradakis, Counsel Eleni Stazilova, Senior Associate Stella Papakosta, and Associate Konstantina Karveli.

Bernitsas did not respond to our inquiry on the matter.

Bernitsas has advised Piraeus Financial Holdings on a liability management exercise consisting of an invitation made to holders of its outstanding EUR 500 million fixed-rate reset tier 2 notes due February 2030 to tender their notes for purchase by PFH for cash and on the issuance and offering to international and domestic institutional investors through a bookbuilding process of EUR 650 million tier 2 fixed rate reset notes due September 2035, as well as on the listing of the new notes on the Euro MTF market of the Luxembourg Stock Exchange.

According to Bernitsas, “the transaction attracted significant interest from approximately 200 institutional investors, with 57% placed among asset managers, insurance companies and pension funds, 27% with banks and private banks, 13% with hedge funds and 3% with other investors. The total order book of the transaction exceeded EUR 2.7 billion, reflecting an oversubscription of 5.4 times compared to an initial issuance target of EUR 500 million, while more than 75% of the issue has been allocated to international institutional investors. The funds raised through the issue of the new notes will be used by PFF to finance the tender offer and further solidify its capital position.”

Earlier this year, Bernitsas advised Piraeus Bank on a EUR 500 million note issuance (as reported by CEE Legal Matters on May 2, 2024). The firm also advised on Piraeus Bank’s earlier EUR 500 million issuance of senior preferred notes (as reported by CEE Legal Matters on December 12, 2023).

The Bernitsas team included Counsel Alexia Kefalogianni and Associate Marinos Shiapanis.

Bernitsas did not respond to our inquiry on the matter.