GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
7. Takeovers 7.1 Public-to-Private
voting rights cross specific thresholds – namely 5%, 10%, 15%, 20%, 25%, one third, 50% and two thirds of total voting rights (or adjustments plus or minus 3% of total voting rights for existing shareholders already holding 10% of total voting rights). Disclosures must be made within three trading days of the triggering transaction and include details on the shareholder’s identity, the nature of the holding and the resulting voting rights percentage. Accordingly, respective notifications of persons discharging mana - gerial responsibilities and/or persons closely associ - ated with these persons are applicable under the EU Market Abuse Regulation, in the case of transactions linked to the issuer’s securities. These key obligations are particularly relevant for PE bidders using acquisition vehicles or co-investment structures, as indirect holdings or voting arrange - ments may be aggregated. Failure to comply with dis - closure rules can result in suspension of voting rights, administrative fines, or delays in the offer timetable. 7.3 Mandatory Offer Thresholds Greece has a mandatory offer threshold governed by Law 3461/2006. A mandatory public offer must be launched when a person (acting alone or in concert) acquires more than one third (33.3%) of the voting rights in a company listed on the Athens Exchange. In addition, if a shareholder already holds between 33.3% and 50%, and increases their holding by more than 3% within six months, a mandatory offer is also triggered. For PE-backed bidders, particular attention must be given to the rules on attribution and consolidation of shareholdings. The law requires aggregation of voting rights held by affiliates, subsidiaries, funds under com - mon control, and persons acting in concert, including other portfolio companies or co-investment vehicles if they act together with the bidder. This means that a bidder must carefully assess whether related entities or funds hold shares in the target – whether directly or indirectly – as these may count towards the threshold, even if acquired through separate vehicles. If attri - bution applies, a mandatory offer may be triggered unintentionally unless structured properly.
Public-to-private transactions involving PE-backed bidders have historically been rare in Greece, espe - cially in comparison to EU or other jurisdictions, and largely due to the limited size of the public market, the low number of listed mid-cap targets, and regulatory complexity. However, such transactions have recent - ly emerged, particularly in privatisation processes or where listed subsidiaries are targeted for delisting and restructuring. Equity funds prefer acquiring majority control, which is harder in fragmented or family-con - trolled firms. Control enables cost-cutting, asset sales or transformation strategies without resistance from minority shareholders. Key sectors in Greece – ship - ping, tourism, energy, real estate and infrastructure – offer high returns with EU integration support. In a public-to-private context, the target’s board plays a key advisory role, primarily by assessing the fairness of the offer, issuing a reasoned opinion to sharehold - ers, and ensuring compliance with disclosure and process rules under the Greek capital markets regime. Direct “transaction agreements” or “relationship agreements” between the bidder and the (listed) target company are not common in Greek practice, largely because Greek takeover rules restrict pre-bid co- ordination that could trigger mandatory tender offer obligations (ie, parties being considered as “acting in concert”) or that could raise concerns around equal treatment. However, in major deals, relationship agreements or shareholders’ agreements are often signed between the selling and acquiring parties, and these can outline voting rights, board representation rules, non-com - pete clauses, strategic alignments or future govern - ance structure. 7.2 Material Shareholding Thresholds and Disclosure in Tender Offers Material shareholding disclosure obligations are gov - erned primarily by Law 3556/2007, which implements the EU Transparency Directive. Any person acquiring or disposing of shares in a Greek-listed company must disclose to both the issuer and the HCMC when their
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