Three regulated markets operate in Greece. The Securities Market and the Derivatives Market, both operated by the Athens Exchange S.A. (the “ATHEX” or “X.A.” in Greek), and the Electronic Secondary Securities Market (“HDAT” or “Η.Δ.Α.Τ.” in Greek), operated by the Bank of Greece (the “BoG”). The Securities Market is divided into various categories at which the instruments traded thereon are classified according to their special characteristics.
I. AVAILABLE CAPITAL MARKETS IN GREECE
a. Regulated Markets
Three regulated markets operate in Greece; the Securities Market and the Derivatives Market, both operated by the Athens Exchange S.A. (the “ATHEX” or “X.A.” in Greek), and the Electronic Secondary Securities Market (“HDAT” or “Η. .Α.Τ.” in Greek), operated by the Bank of Greece (the “BoG”).
The Securities Market is divided into various categories(1) 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 transferable 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 transferable 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.
Only debt securities are eligible to be listed on the HDAT, namely, debt securities issued by the Greek Government, bonds, notes, and in general fixed income debt securities issued by companies or other issuers with a guarantee by the Greek Government, and other fixed income debt securities issued by other states, public law entities and international institutions.
Shares and bonds of private issuers are eligible to be listed on EN.A. Both shares and bonds are currently traded on EN.A.
1. The General Category (Main Market), the Fixed Income Securities Category, the Category of Titles Rep-resenting Securities (Warrants), the Under Surveillance Special Category, the Exchange Traded Funds Category and the Structured Financial Products Category.
2. The Warrants issued with respect to shares of the Greek banks which were recapitalized by the Hellenic Financial Stability Fund in 2013 have expired and delisted. Following the recent reform of the corporate rules applicable to Greek societes anonymes, Greek societies anoymes will be able to issue titles representing shares.
d. Transactions on Greek Capital Markets
Transactions on securities listed and traded on the Greek capital markets can be performed either on exchange or over the counter. For on exchange transactions investors need an intermediary bank or investment services firm to place and execute the transaction order with the relevant electronic trading systems as well as to hold the securities with the relevant depositaries.
Short selling transactions are permitted pursuant to the provisions of Regulation 236/2012 (the Short Selling Regulation); no other local rules apply, subject to any special short selling ban(s) that the HCMC may impose pursuant to the Short Selling Regulation and following ESMA’s positive opinion.
Share-Buy Back transactions are also permitted, subject to certain conditions in accordance with Regulation 596/2014 (which has replaced Regulation 2273/2003 with effect from 3rd July 2016) and the Greek corporate law. The ATHEX currently operates a Securities Lending Mechanism through which securities lending agreements are entered into pursuant to Directive 2105/2365 on transparency of securities financing transactions and of reuse.
e. Securities Depositaries and Clearing Systems available to Greek Capital Markets
Securities listed and traded on the markets operated by the ATHEX are registered in book entry form with the electronic system operated by the Hellenic Central Securities Depositary S.A. (the HCSD), a subsidiary of the ATHEX. Transactions performed on such markets are cleared by the ATHEXClear, a subsidiary of the ATHEX.
Securities listed on the HDAT are registered in book entry form with the System For Monitoring Transactions in Book-entry Securities operated by the BoG (the BOGS System).
There are no other licensed central securities depositaries and clearing houses operating in Greece. However, a new regime will apply after the amendment of the relevant Greek capital market law rules on central securities depositaries and securities settlement in accordance with Regulation 909/2014/EC on improving securities settlement in the Europe-an Union and on central securities depositories, following the entry into force a Greek law 4569/2018 on central securities depositories. One of the major changes of the introduction of omnibus securities accounts at the register of the HCSD. The new regime does not apply to the BoGS System or Bank of Greece, as its administrator.
f. Competent Authorities
The Hellenic Capital Market Commission (the HCMC) is the licensing and supervisory authority for all regulated markets and MTF operating in Greece, the HCSD and the ATHEX-Clear, as well as for the imposition of any sanctions in case of infringement of the Greek capital market law rules. The BoG is the operator of the BOGS System.
II. LISTING AND ADMISSION TO TRADING ON GREEK CAPITAL MARKETS
a. Regulated Markets operated by the ATHEX
a.1. Listing Requirements
Listing Requirements are set out by Greek law 3371/2005 (which has transposed into Greek law Directive 2001/34/EC) and the ATHEX Regulation. Listing requirements refer to both the securities to be listed as well as to their issuer.
With respect to the issuer, the latter must be a company limited by shares (Greek or foreign), validly existing and operating under the laws of Greece (or any other relevant law) which has published IFRS financial statements audited by a chartered auditor for at least three years before the listing application and fulfills certain minimum shareholders’ equity and profitability thresholds (currently, the former is set at €3,000,000 and the latter requires either an EBITDA of at least €3,000,000 over three years and a positive EBITDA for the last two fiscal years before the listing application or pre-tax profit of at least €2,000,000 over three years and pretax profit for the last two fiscal years). For all the fiscal years for which there are published financial statements (except for the last one) a tax audit must have been performed.
The issuer must also comply with the applicable corporate governance requirements (namely, in case of a company with registered seat in Greece, Greek law 3016/2002, Greek law 4449/2017, HCMC Decision 5/204/2000 and the soft-law rules pertaining to the adoption by the issuer of a Corporate Governance Code on a “comply or explain” basis. The new Greek corporate law applicable from 01.01.2019 to Greek Societes Anomymes (Greek law 4548/2018) provides for further mandatory corporate governance requirements such as pre-approval of related party transactions or introduction of mandatory remuneration pol-icy (together, the Greek Corporate Governance Rules).
In case of an initial listing, the general free float requirement refers to a minimum of 25% free float allocated to at least 300 persons, each holding equal to or less than 5% of the total shares to be listed or 15% where the smooth operation of the market is ensured. There are certain exemptions applying to the minimum free float requirements which are granted by the ATHEX provided that, in all cases, the smooth operation of the market is ensured.
There is also a shareholders’ lock-up in case of companies with estimated capitalization of less than €100,000,000 referring to a maximum 25% permissibly transfer of shares for the first year following the listing.
With respect to the securities to be listed, they must be freely tradable, freely transferable, fully paid (in case of shares) and eligible to be dematerialized.
With respect to eligible derivative financial products, listing requirements refer to the con-tracts’ specifications (as listed in Regulation 1287/2006/EC (i.e. the terms of the contract must be clear and unambiguous and enable a correlation between the price of the financial instrument and the price or other value measure of the underlying, the price or other value measure of the underlying must be reliable and publicly available, sufficient information of a kind needed to value the derivative must be publicly available and the arrangements for determining the settlement price of the contract must be such that the price properly reflects the price or other value measure of the underlying).
a.2. Listing Process
With respect to the Securities Market, the issuer submits the relevant listing application to the ATHEX. The ATHEX is responsible to review the fulfillment of the listing criteria and resolve on such application after the approval of a listing Prospectus (where applicable) by the HCMC. In particular, unless an exemption pursuant to Directive 2003/71/EC, as amended and currently applicable, (the Prospectus Directive or the PD) applies, the issuer must publish a PD compliant Prospectus (the Prospectus)3. The content of the Prospectus is provided for by the Prospectus Directive, Greek law 3401/2005, which has transposed into Greek law the Prospectus Directive, (the Prospectus Law) and Regulation 809/2004, all as amended and currently applicable. It includes, inter alia, a description of the business activity of the issuer, the rights of its shareholders, information on the issuer’s financial results for the last three years and any interim period applying and most importantly the risks arising out from its business activity, the market(s) and regulatory framework in which it operates, its shareholders structure and any other factor from which investment risks may arise.
An initial listing on the Securities Market can be achieved either by an Initial Public Offering or a Secondary Offering (whereby one or more major shareholders offer part of their shares through a public offering or a private placement) or through an Indirect Listing process. An indirect listing entails either (i) the merger by absorption or takeover or contribution in kind of a non-listed company by a listed company; or (ii) the acquisition of a non-listed company, which (a) is of significant value for the listed company (namely if the acquisition price is greater than 50% of the net book position of the listed company); and (b) may result in change of activity of the listed and/or change of ownership and/or management of the listed company). The listing requirements applicable to a direct listing must also be met.
In case of an initial listing, the Prospectus must be co-signed by an investment services firm or a bank that is authorized to provide services as an underwriter or placement agent.
The listing process described above is followed also in secondary listings, namely in cases of newly issued securities which are listed as supplementary series to the class of securities already listed.
The free float requirement differs than the one applying to the initial listing so that subsequent events relevant to the trading to the specific security following its initial listing are taken into account.
A PD compliant Prospectus will also be required, unless a relevant exemption applies (such as the listing of less than 20% of the number of shares of the same class already admitted to trading on the same regulated market over a period of 12 months with no public offer taking place).
Listing requirements for HDAT are provided for by Greek law 2198/1994 and the HDAT Regulation. In particular, eligible securities must be tradable and freely negotiable. The latter applies when securities are fungible and can be transferred without any restriction. Furthermore, the terms of such securities must be clear and unambiguous and there are clear arrangements in place to determine the settlement value of the relevant security.
The listing process commences with the submission of the listing application to the Management Council of HDAT, which is the competent body of HDAT to approve the listing application. Unless an exemption applies, the requirement to publish a Prospectus applies, as well.
The relevant requirements for EN.A. are set out in EN.A.’s Regulation. They are similar but less strict than the requirements applying to listing to trade on the Greek regulated markets operated by the ATHEX.
III. ONGOING COMPLIANCE
A. Regulated Markets
Issuers listed on Greek regulated markets are subject to ongoing compliance requirements. Breach of such requirements entails the imposition of sanctions and may result to the suspension of trading or even delisting of the relevant securities.
– General meeting convocation.
– Payment of dividends and other cash distributions.
– Corporate actions and other matters that could be considered as inside information pursuant to the Market Abuse Regulation as well as transactions performed by persons who discharge managerial duties in the issuer, as well as persons/entities closely related to them.
– Any important change to use of proceeds raised by the issuer.
– Announcements of the notifications received by the issuer pursuant to the Transparency Law. Relevant notification obligations are triggered when, as a result of a transfer of shares listed on the ATHEX, a person holds directly or indirectly or by any means controls a percentage equal to or in excess of 5%, 10%, 15%, 20%, 25%, 1/3, 50% or 2/3 of the voting rights of the relevant issuer, or such ownership or control falls below these levels. The same applies where a person owns or indirectly controls more than 10% of the voting rights of the relevant issuer and the percentage of such person’s voting rights increases or decreases thereof by at least 3% of the total voting rights.
– Material changes regarding the information included in the most recent Prospectus
– replies to questions addressed by the ATHEX or the HCMC
– information to analysts
– reporting in relation to the results of a tax audit conducted on the issuer
– publication of information memoranda in case of certain corporate actions
– and reporting of indirect listing.
II. Corporate governance requirements
Issuers ensure that the BoD composition is such that at least one third of it consists of non-executive members and at least two members qualify as independent members. Persons discharging managerial duties in a listed issuer are prohibited from pursuing activities that create conflict of interests.
An Audit Committee consisting of non-executive members the majority of which, including its Chairman, must be independent members of the Board of Directors of the issuer is also required. The Audit Committee can either be an independent committee or a committee of the Board of Directors and is, inter alia, responsible to monitor and upgrade the internal audit system that the issuer is obliged to have.
The issuer must additionally have in place an investor’s relation and a corporate announcements department.
Apart from the Corporate Governance Code that the issuer must adopt and follow, it must also adopt an Internal Regulation of Operation. Both documents describe the internal corporate governance principles and policies applicable by the issuer.
I. Reporting Obligations
It should be noted that the obligations provided by the Transparency Law and the MAR (namely, publication of annual and interim financial statements and reports, announcement of notifications on significant changes in voting rights and announcement of information that constitute inside / privileged information) apply also to issuers with securities listed on the HDAT. Apart from the above, the issuer must also announce any change to the rights of the beneficiaries of the listed securities, any new issuances, as well as any guarantees or collateral provided, any corporate action that may affect the smooth and efficient trading of the securities in question.
ΙΙ.Corporate governance requirements
In case of issuers that are private law entities, the same corporate governance requirements apply as the ones applying to issuers listed on the regulated markets operated by the ATHEX.
ΙΙΙ. Market Abuse Restrictions
Actions that constitute “market manipulation” or “insider trading” in relation to listed securities pursuant to the MAR are absolutely prohibited, unless explicitly exempted.
Actions that are considered as market manipulation are:
(a) entering into a transaction, placing an order to trade or any other behavior which:
(i) gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument; or
(ii) secures, or is likely to secure, the price of one or several financial instruments at an abnormal or artificial level;
(b) entering into a transaction, placing an order to trade or any other activity or behavior which affects or is likely to affect the price of one or several financial instruments, which employs a fictitious device or any other form of deception or contrivance;
(c) disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, or is likely to secure, the price of one or several financial instruments at an abnormal or artificial level, including the dissemination of rumors, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading;
(d) transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behaviour which manipulates the calculation of a benchmark.
Further to the above, persons holding inside information are not permitted to use such information to acquire or dispose (on their own behalf or on behalf of others) directly or indirectly financial instruments to which such information relates or to advise or consult or suggest or induce another (natural or legal) person based on inside information to acquire or dispose financial instruments to which the privileged information relates.
“Inside information” for the purposes of the MAR comprise, in relation to financial instruments, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. Information shall be deemed to be of a precise nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instrument.
Breach of the relevant rules entails the imposition of administrative fines and, in some cases, criminal sanctions.
EN.A. Regulation provides for ongoing and extraordinary reporting obligations repeating to wide extent similar obligations to those applying to the Securities Market. Further to those, issuers are also obliged to announce inside information. Despite the fact the Transparency Law does not apply to issuers listed on MTFs, EN.A.’ s Regulation repeats the notification obligations triggered when reaching, crossing or falling below 5%, 10%, 20%, 1/3, 50% και 2/3 of the voting rights of the issuer.
No corporate governance requirements apply.
IV. CHARGES APPLICABLE TO ISSUERS LISTED ON GREEK CAPITAL MARKETS
Issuers whose securities are listed on the ATHEX markets pay an annual fee to the HCMC. Other services provided by the HCMC, such as a Prospectus review, or a forced sale of listed shares, are charged separately.
There are also fees payable to the ATHEX and BoG on an annual (annual subscription fee) and on an ad hoc basis (such as the listing application review fee, fees associated with certain corporate actions).
There are also fees associated with the services provided by the central securities depositaries and clearing houses.