Greece

• On behalf of the BRITISH POST OFFICE, legal counsels in the relevant bid, negotiations and execution of the agreement for its appointment as a development advisor to the HELLENIC POST OFFICE (ELTA) for the period 1998-2000:
  

  • internal reorganization and modernization of ELTA through EU funding within the context of the operational plan "Post-Office";
  Advised in the merger between the COMMERCIAL INSURANCE Company and the HELLINOVRETANIKI LIFE ASSURANCE S.A., which resulted in ALPHA INSURANCE Company;
  
• Advised in the acquisition by HELLENIC BOTTLING COMPANY (3E) of COCA-COLA BEVERAGES Ltd, an anchor bottler of the COCA-COLA Company listed on the London Stock Exchange, and advised in the secondary offering of 3E´s shares on the London and Sydney Stock Exchanges;
  
• Advised in the acquisition by HELLENIC BOTTLING COMPANY (3E) of MOLINO BEVERAGES HOLDING S.A., an international anchor bottler of The Coca-Cola Company;
  
• In 1999, advised in the sale of AGET-HERACLES and HALKIS CEMENT, one of the largest Greek industrial groups specialized in the cement and building materials businesses, by CALCEMENTO to BRITISH CEMENT INDUSTRIES (BCI);
  
• In 2000, advised in the sale of 24,000,000 shares of COSMOTE (one of the three Mobile Telecommunications Companies in Greece) by TELENOR-B-INVEST, simultaneously with the public offering and listing of the shares of COSMOTE on the Athens Stock Exchange;
  
• In 2004, advised in the sale by Christos Rokas and Georgios Rokas of 4,314,335 shares in METAL INDUSTRY OF ARCADIA C. ROKAS, S.A., the largest wind energy company in Greece, to IBERDROLA, S.A.;

• In 1992, on behalf of FRANCE TELECOM participated in the first privatisation project of OTE, the Greek public telecommunications operator:
  

  • participated in the negotiations and drafting of the agreements and licenses, and
    
  • o carried out the legal due diligence on OTE and submitted a report to France Telecom.
  For the account of the Hellenic Republic, as the sole shareholder in the PUBLIC POWER CORPORATION ("PPC"), and in cooperation with the financial advisors ABN AMRO, NM Rothschild & Sons, Goldman Sachs, Alpha Bank S.A. and National Bank of Greece S.A.:
  
• acted as legal counsel in the public offering and the subsequent listing of PPC on the Athens and London Stock Exchanges in 2000 - 2001, and
  
• conducted the due diligence on the company for the purposes of the LSE listing.
  
• For the account of the Hellenic Republic, as the major shareholder in the PUBLIC POWER CORPORATION ("PPC"), and in cooperation with the financial advisors UBS Warburg, Deutsche Bank AG, Alpha Bank S.A. and National Bank of Greece S.A.:
  
• acted as legal counsel in the secondary combined offering of PPC and the subsequent listing on the Athens and London Stock Exchanges in 2002, and
  
• conducted the due diligence on the company for the purposes of the LSE listing of the new GDRs.
• In 1998, advised in the share offering of NATIONAL BANK OF GREECE ("NBG"), owned by the Hellenic Republic, to institutional investors in Greece and abroad;
  
• In 1999, advised in the share offering of NATIONAL BANK OF GREECE ("NBG"), owned by the Hellenic Republic, to institutional and retail investors in Greece and abroad, and in the listing of NBG shares on the New York Stock Exchange.
  
• In June 1999, advised in the listing of ALPHA BANK shares on the London Stock Exchange following a GRD 31.5 bn international offer to investors;
  
• Advised in the EURO 300 million international offer concerning EFG EUROBANK´s shares through the issue of bonds and exchangeable instruments;

• For the account of the Hellenic Republic and the Consignments Depositary Loan Fund (Originator), and in cooperation with the advisors Allen&Overy, NBG Int´l Ltd., Freshfields, acted as legal counsel in connection with the securitisation of the Republic's future receivables from the Consignments Depositary Loan Fund;
  
• For the account of Fitch, Ibca Duff & Phelps and in cooperation with the advisors Allen&Overy, BNP Paribas, Deutsche Bank and Linklaters, acted as legal counsel in connection with the securitisation of part of the Republic’s receivables from the 3rd EC Support Framework;
  
• For the account of Morgan Stanley and in cooperation with the advisors Allen&Overy and Linklaters, acted as legal counsel in connection with the securitisation of the Republic’s receivables from Eurocontrol.

• The EURO 775 million international offer concerning the shares of the National Bank of Greece through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 300 million international offer concerning the shares of EFG EUROBANK through the issue of bonds and exchangeable instruments and their subsequent listing on the Luxembourg Stock Exchange.
  
• The EURO 481 million international offer concerning the shares of National Telecommunication Organization (OTE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 375 million international offer concerning the shares of Hellenic Petroleum (ELPE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 119 million international offer concerning the shares of Commercial Bank of Greece through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 1,000 million international offer concerning the shares of the National Telecommunication Organization (OTE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange.

• Legal advisors to the Royal Bank of Scotland in the:

  • restructuring of the financing of a national TV station,
    
  • the subsequent issuance by the latter of a bond loan of Euro 15,000,000, and
    
  • its private placement to the Royal Bank of Scotland.
  Legal advisors to AUTOHELLAS A.T.E.E (Hertz), a Greek listed company, in connection with the issuance of a bond loan of 100,000,000 Euro to various Greek banks;
  
• Legal advisors to FRIGOGLASS S.A, a Greek listed company, in connection with the issuance of a bond loan of 35,000,000 Euro to various Greek banks.

• Advised the private and the public sector on licensing for the establishment of wind parks and solar parks, co-generation, and renewable resources;
  
• Advising on the establishment of the new electricity regulatory framework and the privatisation of the power sector in Greece and the mining industry such as acquisition of mining rights and quarries;
  
• Acted as leading firm for the deregulation of the electricity market on behalf of the Greek State and the privatisation of the gas industry:
  
  • assigned extensive work in drafting legislative acts (Laws, Presidential Decrees and Ministerial Decisions);
    
  • assigned extensive advisory work for the privatisation of three regional gas supply companies;
    
  • o legal advisor to the Greek State for the privatisation (IPO) of the State-owned company “Public Power Corporation” (PPC).
    
  Acted on behalf of foreign investors in the negotiations and drafting of a concession agreement between the Greek State and a consortium of four companies for the exploration and the exploitation of hydrocarbons in the Sea of Thrace (PRINOS), a transaction worth U.S. $ 750.000.000. Also drafted and negotiated crude oil and natural gas sales and contracts.
  
• Advised the parties initially involved in the establishment of the high–voltage submarine high-voltage power cable interconnecting Italy and Greece.
  
• On behalf of DEPA S.A. (the state-controlled public gas corporation) and in cooperation with NM Rothschild & Sons Limited, Denton Wilde Sapte and Alpha Finance, participated in the drafting of the legal framework for the privatisation of the gas industry in Greece. (This was necessitated to attract foreign investors who would acquire 49% of the capital and the management of the Gas Supply Companies of Athens, Thessaloniki and Thessalia for the distribution and supply of gas):
  
  • prepared the entire package of bidding documents,
    
  • reviewed the overall legal framework,
    
  • proposed the necessary amendments,
    
  • analysed composite financial schemes with the Financial Advisor,
    
  • drafted the administrative license (Ministerial Decision) for the gas supply to be issued in favour of the Gas Supply Companies, and
    
  • highlighted the key legal issues in order to ensure the financing of the Gas Supply Companies.
    
  On behalf of the Greek State (Ministry of National Economy) acted as legal advisors to NM Rothschild & Sons Ltd in co-operation with the international law firm of Cameron McKenna on:
  
• the Lavrion/Thisvi independent power projects (gas fired combined cycle power plant), and
  
• participated in the drafting of the development, power purchase and implementation agreements.
  
• On behalf of the Public Power Corporation (PPC) reviewed the legal framework of operation of the company in view of the completion of the internal market of electrical power, and prepared jointly with NERA and Cameron McKenna the framework for the structure and operation of the electricity sector in Greece;
  
• On behalf of Enron Wind Corporation drafted the first Power Purchase Agreement (PPA) concluded in Greece, concerning the purchase of electricity generated from renewable sources by PPC. Also advised the borrowers in a number of projects relating to the finance and installation of wind parks all over Greece.
  
• On behalf of PPC we prepared jointly with NERA and the international law firm Cameron McKenna, a draft of the law for the implementation of EU Directive 96/92. Also prepared the draft law to be introduced to the Legislative Preparatory Department of the Greek Parliament.
  
• On behalf of the Greek State (Ministry of Finance) and in cooperation with the financial advisors ABN AMRO, NM Rothschild & Sons, Goldman Sachs, Alpha Finance and National Bank of Greece S.A.:
  
  • advised the Greek state for the restructuring of the PPC in order to be listed on the Athens and London Stock Exchange Markets, and;
    
  • reviewed and commented on the regulatory framework and the relevant secondary legislative acts on the liberalisation of the Greek electricity market;
    
  Legal advisors to the Greek State, in cooperation with the financial advisors Deutsche Bank, UBS Warburg, Alpha Finance and National Bank of Greece, in the secondary offering of PPC's shares on the Athens and London Stock Exchange Markets;
  
• Legal advisors to the Greek State, in cooperation with the financial advisors Deutsche Bank, Morgan Stanley, Alpha Finance and National Bank of Greece, in another secondary offering of PPC’s shares on the Athens and London Stock Exchange Markets.
  
• On behalf of Enron Europe Limited, advised the company on all electricity regulatory issues, and prepared the application submitted before the Regulatory Authority for Energy for the obtaining of one of the four first electricity supply licenses granted in the Greek electricity market. Represented our client in all its dealings with RAE and the Ministry of Development and set up the corporate vehicle.
  
• On behalf of an EDF’s subsidiary (SIIF Energies) conducted legal due diligence on two wind parks under construction in South Greece;
  
• On behalf of Enron Wind Corporation conducted legal due diligence for the sale of two operating wind parks to a major energy player in EU.
  
• Acted as the legal advisor of OMV A.G. in connection with its participation in an international tender launched by the Greek State for the selection of a strategic partner to the Hellenic Petroleum S.A
  
• Advised one of the major Greek construction companies during the design phase for the implementation of a large -scale hybrid power plant in Crete Island;
  
• Recently conducted all the legal due diligence for the acquisition of seven wind projects by two German wind energy companies by rendering also extended advisory work on the choice of the optimum tax and corporate planning of such investments;
  
• On behalf of Cinergy Global Trading Ltd, authorised to carry out electricity supply business in Greece:
  
• advised the company on all regulatory issues of the Greek electricity market, including the company's participation in the interconnections capacity auctions launched annually by the System Operator, and
  
• recently supported the company during the negotiations and execution of one of the first power supply contracts ever concluded in Greece between an eligible customer and an independent supplier.
• On behalf of DEPA S.A., and in co-operation with HSBC and Denton Wilde Sapte:
  
  • o recently acted as the legal advisors of the company for the launch of three international tenders in order to attract foreign investors who will acquire 49% of the capital and the management of three new Gas Supply Companies to be established and operate in Sterea Ellada, Central Macedonia and Eastern Macedonia & Thrace, and
    
  • preparing the entire package of bidding documents, reviewing the overall gas legal framework, proposing the necessary amendments, analysing from a legal point of view composite financial schemes with the Financial Advisor (HSBC), drafting the respective gas distribution administrative licenses (Ministerial Decision) to be issued in favour of the Gas Supply Companies and highlighting the key legal issues in order to ensure the financing of the Gas Supply Companies.
    
  Recently acted as the legal advisor to Gas Natural SDG S.A. in connection with its participation in the recent international tender launched by DEPA S.A. for the selection of a strategic partner.
  
• Recently acted as the legal advisor of DEPA S.A. in the preparation of a draft law that was recently adopted by the Greek Parliament (Law 3175/2003) having as purpose the further promotion of the use of natural gas within the urban areas. Under this assignment, we continue advising DEPA S.A. on the drafting of the secondary legislative acts (Ministerial Decisions), necessary for the full enforcement of the said Law.
  
• Currently advise a subsidiary of Hellenic Petroleum S.A. (the major domestic oil company) on all legal issues concerning the financing, construction and operation of the first large –scale CCGT power plant developed by an independent producer;
  
• On behalf of the HTSO S.A. (i.e. the Greek Electricity System Operator), act as the legal advisors of the company regarding a tender launched by the company for the procurement of ancillary services to the Greek System by a medium- scale (140 MW) private power plant under development:
  
  • preparing the entire package of bidding and contractual documents, supporting the company's evaluation committee during all of the tender stages, and
    
  • supporting the company during the negotiation and award processes, while continuing to advise on several issues related to its operation.
    
  Currently act as the legal advisors of Deutsche Erneuerbaren Energien (a subsidiary of Deutsche Bank) in relation to the licensing, development, financing, construction and operation of several wind energy projects in North Greece (more than 150MW);
  
• Currently act as the legal advisors of Private Energy Market Fund in relation to the licensing, development, financing, construction and operation of two wind energy projects in South Greece (40 MW);
  
• Currently advise a joint venture formed by PPC and an independent producer on all legal aspects related to the licensing, development, construction and operation of a hydro- power plant;
  
• Advise on an ongoing basis a number of major international and Greek power and utilities companies, which intend to invest in the liberalized Greek energy market on all legal issues related to the financing, licensing, tax and corporate planning of their investments:
  
• follow closely national and EU regulatory and business evolutions in the field of energy and natural resources with a special focus on electricity generation and gas supply businesses, retaining also very strong relationships with the competent Greek authorities which administrate the energy sector.

• On behalf of the BRITISH POST OFFICE, legal counsels in the relevant bid, negotiations and execution of the agreement for its appointment as a development advisor to the HELLENIC POST OFFICE (ELTA) for the period 1998-2000:
  
• internal reorganization and modernization of ELTA through EU funding within the context of the operational plan "Post-Office";
  
• Advised in the merger between the COMMERCIAL INSURANCE Company and the HELLINOVRETANIKI LIFE ASSURANCE S.A., which resulted in ALPHA INSURANCE Company;
  
• Advised in the acquisition by HELLENIC BOTTLING COMPANY (3E) of COCA-COLA BEVERAGES Ltd, an anchor bottler of the COCA-COLA Company listed on the London Stock Exchange, and advised in the secondary offering of 3E´s shares on the London and Sydney Stock Exchanges;
  
• Advised in the acquisition by HELLENIC BOTTLING COMPANY (3E) of MOLINO BEVERAGES HOLDING S.A., an international anchor bottler of The Coca-Cola Company;
  
• In 1999, advised in the sale of AGET-HERACLES and HALKIS CEMENT, one of the largest Greek industrial groups specialized in the cement and building materials businesses, by CALCEMENTO to BRITISH CEMENT INDUSTRIES (BCI);
  
• In 2000, advised in the sale of 24,000,000 shares of COSMOTE (one of the three Mobile Telecommunications Companies in Greece) by TELENOR-B-INVEST, simultaneously with the public offering and listing of the shares of COSMOTE on the Athens Stock Exchange;
  
• In 2004, advised in the sale by Christos Rokas and Georgios Rokas of 4,314,335 shares in METAL INDUSTRY OF ARCADIA C. ROKAS, S.A., the largest wind energy company in Greece, to IBERDROLA, S.A.;

Rendered advice in Initial Public Offerings, particularly in the context of privatisation:

• In 1992, on behalf of FRANCE TELECOM participated in the first privatisation project of OTE, the Greek public telecommunications operator:
  
• participated in the negotiations and drafting of the agreements and licenses, and
  
• o carried out the legal due diligence on OTE and submitted a report to France Telecom.
  
• For the account of the Hellenic Republic, as the sole shareholder in the PUBLIC POWER CORPORATION ("PPC"), and in cooperation with the financial advisors ABN AMRO, NM Rothschild & Sons, Goldman Sachs, Alpha Bank S.A. and National Bank of Greece S.A.:
  
• acted as legal counsel in the public offering and the subsequent listing of PPC on the Athens and London Stock Exchanges in 2000 - 2001, and
  
• conducted the due diligence on the company for the purposes of the LSE listing.
• For the account of the Hellenic Republic, as the major shareholder in the PUBLIC POWER CORPORATION ("PPC"), and in cooperation with the financial advisors UBS Warburg, Deutsche Bank AG, Alpha Bank S.A. and National Bank of Greece S.A.:
  
• acted as legal counsel in the secondary combined offering of PPC and the subsequent listing on the Athens and London Stock Exchanges in 2002, and
  
• conducted the due diligence on the company for the purposes of the LSE listing of the new GDRs.
  
• In 1998, advised in the share offering of NATIONAL BANK OF GREECE ("NBG"), owned by the Hellenic Republic, to institutional investors in Greece and abroad;
  
• In 1999, advised in the share offering of NATIONAL BANK OF GREECE ("NBG"), owned by the Hellenic Republic, to institutional and retail investors in Greece and abroad, and in the listing of NBG shares on the New York Stock Exchange.
  
• In June 1999, advised in the listing of ALPHA BANK shares on the London Stock Exchange following a GRD 31.5 bn international offer to investors;
  
• Advised in the EURO 300 million international offer concerning EFG EUROBANK´s shares through the issue of bonds and exchangeable instruments;
  

• For the account of the Hellenic Republic and the Consignments Depositary Loan Fund (Originator), and in cooperation with the advisors Allen&Overy, NBG Int´l Ltd., Freshfields, acted as legal counsel in connection with the securitisation of the Republic's future receivables from the Consignments Depositary Loan Fund;
  
• For the account of Fitch, Ibca Duff & Phelps and in cooperation with the advisors Allen&Overy, BNP Paribas, Deutsche Bank and Linklaters, acted as legal counsel in connection with the securitisation of part of the Republic’s receivables from the 3rd EC Support Framework;
  
• For the account of Morgan Stanley and in cooperation with the advisors Allen&Overy and Linklaters, acted as legal counsel in connection with the securitisation of the Republic’s receivables from Eurocontrol.

Advise in international exchangeable bond issues:

• The EURO 775 million international offer concerning the shares of the National Bank of Greece through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 300 million international offer concerning the shares of EFG EUROBANK through the issue of bonds and exchangeable instruments and their subsequent listing on the Luxembourg Stock Exchange.
  
• The EURO 481 million international offer concerning the shares of National Telecommunication Organization (OTE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 375 million international offer concerning the shares of Hellenic Petroleum (ELPE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 119 million international offer concerning the shares of Commercial Bank of Greece through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
  
• The EURO 1,000 million international offer concerning the shares of the National Telecommunication Organization (OTE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange.
  

• Legal advisors to the Royal Bank of Scotland in the:
• restructuring of the financing of a national TV station,
  
• the subsequent issuance by the latter of a bond loan of Euro 15,000,000, and
  
• its private placement to the Royal Bank of Scotland.
  
• Legal advisors to AUTOHELLAS A.T.E.E (Hertz), a Greek listed company, in connection with the issuance of a bond loan of 100,000,000 Euro to various Greek banks;
  
• Legal advisors to FRIGOGLASS S.A, a Greek listed company, in connection with the issuance of a bond loan of 35,000,000 Euro to various Greek banks.

• Represented numerous clients in the telecommunications, postal, and media sectors, as well as in industry restructuring and deregulation, convergence, universal service provisions, dealing with issues related to interconnection and broadband connections, contracting and project development, and regulatory consultation, in view of the new communications framework;
  
• Represented numerous clients from around the globe in regulatory issues related to the Greek Telecommunications and Postal Commission (EETT), in matters such as the:
  
• granting of general authorizations and individual licenses for the installation of telecommunication networks and the rendering of relevant services, including VSAT licenses,
  
• participation in public consulting and bidding procedures, and hearing of relevant complaints, and
  
• participating in the first satellite project ever initiated in Greece.
  
• Clients assisted in the recent past in various projects are (by way of illustration):
  
  

• Currently assist two local entities of MCI in their day-to-day management and their relationship with EETT, including regulatory filings for General Authorizations for the provision of telecommunication services;
  
• Provided services to the company CONVERGENCE VENTURES LTD with respect to the granting of:
  
• Individual License for the establishment, operation, management and exploitation of a Satellite Network and provision of Satellite Communications Services, and
  
• Individual License for the establishment, operation, and exploitation of a Telecommunication Network.
  
• Assisted the local entity (TYCOM NETWORKS) of a major telecommunication group in the granting of an Individual License for the establishment, operation, and exploitation of a Public Wired Telecommunication Network;
  
• Supported the Greek-based company EMI:
  
• o in the procedures and negotiations with Hellenic
  State concerning the formation of an operation vehicle
  under the trade name HELLAS-SAT,
  
• the execution of the agreements regarding the
  provision of an Individual License for the exploitation
  of the exclusive right of the Hellenic Republic
  to access and use the nominal orbital position 39°
  east on the orbit of the man-made geostationary
  (earth) satellites and the associated radio-frequencies
  through the construction, launching, operation and
  commercial exploitation of a private commercial
  system of satellite radio-communications of pan-Hellenic
  and trans-border range;
  
• Provided legal advice to CYPRUS TELECOMMUNICATION AUTHORITY (CYTA) in a proposed investment in "Q-Telecom" business of INFOQUEST S.A.:
  
• Individual License for the establishment, operation and exploitation of public telecommunications network of 2nd generation's mobile communications and the provision of public mobile telecommunication services of 2nd generation;
  
• Assisted various telecommunication enterprises throughout the globe, including BELGACOM and INFONET Groups, in their regulatory filings for General Authorizations for the provision of telecommunication services in Greece; Provided legal services to Bank Hapoalim with respect to telecom issues related to the issuance of a syndicated loan in favor of Mediterranean Nautilus Greece S.A., holder of Individual License for the establishment, operation and exploitation of public wired telecommunication network;
  
• Assisted FRANCE TELECOM as a prospective strategic partner in connection with the sale by the Hellenic Republic of a minority stake affording management control over OTE, the Greek incumbent operator, within the framework of the privatization of the Greek public telephony company;
  
• Provided legal support to NEC for the provision of i-mode Platform Software and related services to COSMOTE (major Greek mobile telephony provider);
  
• Assisted a media investors company in a project related to the establishment of a local entity to operate in the new media industry in Greece by facilitating the development of telecommunications, media and internet ventures in Athens:
  
• rolling-out of fibre-optic access networks direct to end-user premises throughout Athens together with the service infrastructure capable of providing both video and voice telephony, fast internet access and "on demand" media content.
  
• Provided legal support to Metro Goldwyn Mayer Inc (MGM) in regulatory broadcasting issues related to the acquisition of MGM, announced on September 23, 2004, by Providence Equity Partners IV, L.P. (Providence), TPG Partners IV, L.P. (TPG IV), DLJ Merchant Banking Partners III, L.P. (DLJ), Sony Corporation of America (SCA), and Comcast Studio Investments, Inc. (CSI), including representation before the National Council for Radio & Television
  
• Currently assist on regulatory issues in the acquisition by a telecommunications company of a 50 percent interest in a major satellite operator:
  
• regulatory filings for Individual License (VSAT) and General Authorization before EETT.