::THE COMPANY::


    • In 2009 the company celebrates its 60-year anniversary in the construction field, boasting continuous and uninterrupted operation throughout all those years, which is why the year 2008 constituted a period of general re-organisation for AEGEK Group.

      To be more specific, within the first half of financial year 2008, the Company sought to respond to the new reorganisation tendency of construction companies, both in domestic terms as well as internationally, relating to the establishment of holding companies, and within the framework of the general financial and organisational restructuring of the Group, for the improvement of its structure and the attraction of new funds, it proceeded to the spin-off of its construction sector and its transfor to company AEGEK CONSTRUCTION S.A. (former EDAFOSTATIKI).

      On 26.06.2008, the company reached an agreement with EGEK CONSTRUCTION S.A., creditor banks and Mr. Ioannis Maroulis, businessman, on the subject of the acquisition by company PROMACHOS S.A., controlled by such businessman, of up to 1/3 of the shares of AEGEK and 80% of the shares of subsidiary AEGEK CONSTRUCTION S.A.:

      Within the scope of the aforementioned agreement, the following events took place within the second half of financial year 2008:

      (a) Share capital increase of the Company, which was partially covered (at a percentage of 99.93%) on 7.11.2008, by the amount of € 75,216,779.50, by cash settlement and abolishment of the preemption right of existing shareholders in favour of creditor banks, for the payment of AEGEK’s bank liabilities.

      (b) Successive share capital increases by company AEGEK CONSTRUCTION S.A., which raised funds of a total amount of approximately € 94.00 million, by cash settlement and full coverage of such increases by AEGEK.

      (c) Transfer from AEGEK to company PROMACHOS S.A., of a package of 66,000,000 shares of company AEGEK CONSTRUCTION S.A., owned by AEGEK, at the price of €20,000,000.00 so that, once the transaction is completed, companies AEGEK and PROMACHOS S.A. will be the sole shareholders of such company, each holding a percentage of 20% and 80% respectively.

      (d) Issuance of a common debenture loan of subsidiary AEGEK CONSTRUCTION S.A., amounting to € 60 million, for the refinancing of existing bank loans as well as the funding of the company’s general business plans, according to the granting and securing terms which are typical with such contracts, including the provision of the corporate guarantee of AEGEK, under the provisions of article 23a, par. 1b of C.L. 2190/1920.

      (e) Transfer of certain assets, owned by AEGEK, and allocation of their consideration for the settlement of bank liabilities, along with (i) lifting of existing construction liens in favour of creditor banks against the rest of the assets of companies AEGEK and AEGEK CONSTRUCTION S.A., which remain with such companies, as well as (ii) lifting of pledges on holdings of companies AEGEK and AEGEK CONSTRUCTION S.A. The actions directly listed hereinabove are in progress and their completion is expected within the first half of 2009, since time-consuming bureaucratic procedures made their completion impossible within the first quarter of 2009, according to the original time-frame.

       The implementation of the aforementioned will contribute to the consolidation of the financial position of companies AEGEK and AEGEK CONSTRUCTION S.A., it will significantly enhance their role in the construction, holdings and concession sectors, therefore essentially improving their long-term prospects, by achieving scale economies and creating a solid and healthy base for profitable development in Greece and abroad.

      The scope of activities of the Company, following the aforementioned  spin-off  and the transfer of its construction sector, mainly relates to the concession sector, realty development and the provision of consulting, support and technical services on project management issues, by making use of its know-how in the construction of projects.

      Concession agreements “Concessions” constitute an autonomous type of agreements used to carry out infrastructure projects in the field of public works, which has evolved particularly over the last twenty years. “Concession” is an agreement of the same type as a public works agreement, under which the concessionaire undertakes the design, construction, operation and maintenance of a project, while the principal specific feature is that the consideration for the provision of services consists either solely in the right to exploit the project for a specific period of time, or in this right along with payment, while he also undertakes to finance in whole or in part the project’s execution (in the second case, with financial contribution from the State or the relevant eventual underwriter of the project). Obviously, the undertaking of such agreements requires the existence of a concessionaire that has the qualifications and skills to secure financing of the project and exploit the project for a specific period of time, having already ensured the project’s positive return and the repayment of the contractual price. In that case, construction skills do not constitute a prerequisite, given that the constructor might as well be a third party.

      To be more specific, regarding the Group’s activities in the field of concessions, the Company’s holdings in companies active in concession projects and in companies active in concession projects exploitation are the following:

      AEGEAN MOTORWAY S.A.:

      Societe Anonyme “AEGEAN MOTORWAY CONCESSION COMPANY S.A.” (distinctive title: “AEGEAN MOTORWAY S.A.”) was assigned the project “Design, Construction, Financing, Operation, Maintenance and Exploitation of the PATHE Motorway section Maliakos – Kleidi”.

      The company’s paid-up share capital amounts to 15,000,000.00 Euros and AEGEK’s holding amounts to 10%. Other shareholders are HOCHTIEF PPP SOLUTIONS GmbH, AKTOR CONCESSIONS S.A., J&P- AVAX S.A., ATHENA A.T.E. and VINCI S.A.

      The relevant agreement was executed between the Greek State and the concession company on June 28 2007, was ratified by the Parliament on August 8, 2007 and was put into force on March 5, 2008, date which also constitutes the contractual date of commencement of the concession. The contractual term of construction is 54 months following the entry into force of the agreement, namely until September 2012.

      The term of the concession has been set to 30 years following the commencement date of the concession of the agreement, while the total investment, including the Greek State’s financial contribution, is estimated to amount to 1,281 million Euros.

      ATHENS CAR PARKING STATIONS S.A.

      Societe anonyme “ATHENS CAR PARKING STATIONS CONCESSION COMPANY S.A. (distinctive title: “ATHENS CAR PARKING STATIONS S.A.”) was assigned the project “Design, Construction, Financing and Concession of the exploitation of underground car parking stations in the area of Athens, namely a) Kaniggos Square, b) Children Hospital ‘Agia Sofia’ Square, c) Rizari Str. & Vas. Konstantinou str, d) Egypt Square, with a total capacity of 2,164 cars.

      The company’s paid-up share capital amounts to 7,740,000.00 Euros and AEGEK’s holding amounts to 20%. Other shareholders are AKTOR CONCESSIONS S.A., J&P- AVAX S.A., GEK S.A. and BIOTER S.A.

      The initial agreement was signed between the Greek State and the concessionaire company on June 1st 1999 and was amended and put into force on November 7 2001. The term of the concession has been set to 30 years following the entry into force date of the agreement. The four Underground Car Parking Stations were gradually delivered from the joint venture and were put into operation from 2003 until 2005. The total investment, including the Greek State’s financial contribution, amounted to 35 million Euros.

       SMYRNI PARK S.A:

      Societe Anonyme “NEA SMYRNI’S PARKING STATION CONCESSION COMPANY S.A.” (distinctive title: “SMYRNI PARK S.A.”) was assigned the project “Design, Construction, Financing and Concession of the exploitation of the underground parking station in Karyllou Square in Nea Smyrni Municipality”, with a total capacity of 665 cars.

      The company’s paid-up share capital amounts to 9,016,500.00 Euros and AEGEK’s holding amounts to 20%. Other shareholders are AKTOR CONCESSIONS S.A., J&P- AVAX S.A., GEK S.A. and BIOTER S.A.

      The agreement was executed between the Greek State and the concession company on September 16, 2004 and was put into force on June 14, 2005. The concession term is set to expire on October 2038.

      The total investment of the project amounts to 11.5 million Euro and is financed in whole from equity and with the State’s financial contribution, amounting to 2,713,000 Euro, whereas there is no bank borrowing.

      POLISPARK S.A.:

      Moreover, AEGEK has a 20% holding in POLISPARK S.A., which is a Parking Stations management, operation and maintenance company. So far, POLISPARK S.A. has been managing four (4) Underground Parking Stations in Athens and on (1) underground Parking Station in Thessaloniki, in central spots of the corresponding cities, with a total capacity of approx. 2,700 cars.

      METROPOLITAN ATHENS PARK AE:

      AEGEK has a 22,91% holding in societe anonyme “Metropolitan Athens Underground Car Parking Stations Concession Company S.A.” with the distinctive title «Metropolitan Athens Park SA”, which is contractor of the project “Design, Construction, Financing and Concession of the exploitation of three underground parking stations in the Athens Metropolitan Complex”.

      SALONICA PARK AE:

      Moreover, AEGEK has a 24.32% holding in the concessionaire company Salonica Park S.A., which  has been awarded the project “Design - Construction - Financing and Concession of the exploitation of two underground car parking stations in the Metropolitan Center of Thessaloniki and, more specifically: a) Meg. Alexandrou – G. Papandreou (Antheon), b) Papanastasiou – K. Karamanli (N. Egnatia) – Kleanthous”, by virtue of a relevant concession agreement with the Greek State.

      According to the above, the Company has accumulated considerable experience and know-how in all the execution phases of a concession project, such as development, financing, construction, operation and maintenance, and is also creating the appropriate conditions and perspectives, in order to generate sufficient profit in the future.

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