Capital Markets

Legislative History

1. The notion of capital market in Greece was traditionally connected with the Athens Stock Exchange. The Stock Exchange was established in 1876 in Athens as an association, according to the Paris Stock Exchange model. The early laws issued after the establishment of the Athens Stock Exchange were in force for many decades and focused on the regulation of transactions allowed to be concluded in the Stock Exchange. Thus, the corpus of provisions which was shaped was called stock exchange law. L. 3632/1928 on stock exchanges constituted from its issuance until 2007 the backbone of capital markets law and a benchmark in every subsequent lawmaking procedure. It explicitly provided for the possibility of more than one stock exchanges to be established and classified stock exchange transactions in: a) buy and sell in cash, b) forward buying and selling, c) market by gift or by doubling, d) contango contracts and e) every ancillary juridical act associated with the conduct and execution of such acts. L. 1806/1988 constituted a remarkable step towards the moderinisation and adaptation of the stock exchange law in line with the new economic circumstances. Its important innovations among others include the abandonment of the natural person (stock-broker) as the sole body practicing the stock-exchange profession and his replacement by the limited by shares stock-broker company, the emancipation of the stock-broker profession from its strictly intermediating character with the attribution of wider ability to participate in the capital market through provision of proprietary trade rights and the enactment (section 30, L. 1806/1988) in line with foreign legislation and one year earlier than the enactment of an EU directive on the same matter, of regulation prohibiting abuse of inside information under the threat of criminal sanctions in case of breach.

I. AVAILABLE CAPITAL MARKETS IN GREECE

a. Regulated Markets

Three regulated markets operate in Greece; the   Securitie  s Market and the Derivatives  Market, both operated by the Athens Exchange S.A. (the “ ATHEX ” or “X.A.” in Greek), and the  Electronic Secondary Secu rities Market  (“HDAT” or “Η.Δ.Α.Τ .” in Greek), operated by the Bank of Greece (the “BoG”). 

The Securities Market is divided into various categories¹ at which the instruments traded thereon are classified according to their special characteristics.

b. Other Markets

Only one Multilateral Trading Facility (MTF) operates in Greece, the Alternative Market (EN.A., in Greek), which is also operated by the ATHEX.

c. Instruments eligible to list and trade on Greek Capital Markets

Various types of transferrable securities are currently listed on the Securities Market, namely, shares, rights attached to shares, bonds, Greek Certificates (“ΕΛ.ΠΙΣ.”, in Greek) and in general certificates representing transferrable securities, Units of Exchange Traded Funds (ETFs) and Structured Financial Products (SFPs)^2.

All types of derivative financial instruments are eligible to be listed on the Derivatives Market, although, the derivative financial products currently traded on the Derivatives Market are only futures and options on shares or indices and repos on shares or certain indices or ETF Units traded on the Securities Market.

What is a “takeover bid” and which is the scope of the application of the “takeover” legislation?

Greece transposed the EC Directive 2004/25/EC on takeover bids into Greek law with the enactment of Law 3461/2006 (“Takeover Bid Law”), which applies to “takeover bids” launched for the acquisition of the securities of a company with registered seat in Greece (“Target”), provided that the total or part of the Target’s securities have been admitted to trading on a regulated market in Greece, subject to the provisions of the Takeover Bid Law and the decisions of the Hellenic Capital Market Commission (“HCMC”). In particular, according to the Takeover Bid Law, the notion of a “takeover bid” refers to the public offer made to the holders of the securities of the Target by another company or natural person (“offeror”) to acquire all or part of such securities. A takeover bid may either be mandatory or voluntary. Since its enactment, the Takeover Bid Law has been amended through Law 3756/2009 (Government Gazette Α 53/31.03.2009), Law 3943/2011(Government Gazette Α 66/31.03.2011), Law 4013/2011 (Government Gazette Α 204/15.9.2011), Law 4281/2014 (Government Gazette Α 160/8.8.2014) and Law 4335/2015 (Government Gazette Α 87/23.7.2015) Law 4514/2018 Government Gazette Α’ 14/30.01.2018.

When is the mandatory takeover bid obligation triggered?

The mandatory takeover bid obligation is triggered when specific conditions provided under the Takeover Bid Law are met. In particular, each person, acquiring directly or indirectly, on his/her own account or through or in concert with third parties acting on his/her behalf or in concert¹ with him/her, at least one third (1/3) of the voting rights of the target company, is obliged to address within twenty (20) οr thirty (30) days, in case a valuation report is required for the calculation of the minimum cash consideration (see below) from the date of acquisition a mandatory (and unconditional) bid for the total outstanding shares of the target company.²