GREECE Law and Practice Contributed by: Paris Tzoumas, Vivian Efthymiou and Dimitrios Mekakas, Zepos & Yannopoulos
plan that must contain a minimum set of infor - mation should also be submitted by the pro - posed acquirer. Assessment by the BoG The BoG will assess whether the potential acqui - sition complies with all regulatory conditions and will prepare a draft decision which is submit - ted to the ECB. The ECB will thereafter decide whether or not to oppose the acquisition on the basis of its assessment of the proposed acqui - sition and the BoG’s draft decision. In terms of timing, the regulators will assess the proposed acquisition within 60 business days from the date of the written acknowledgement of receipt of a complete file. This can be extended up to 90 business days from the receipt of a complete file. Other Qualifying Holdings A person may be deemed to be acquiring a qual - ifying holding even in circumstances where they acquire less than 10% of the shares and voting rights, since the definition of qualifying holding also includes cases where a proposed acquirer is deemed to exercise a “significant influence” over the management of a credit institution. Under Law 4261, a prior notification to the BoG is also required with respect to the acquisition or increase of a holding that would reach or exceed 5% in the share capital or voting rights of a Greek credit institution. The BoG will, thereafter, con - duct an ad hoc assessment and decide, within five business days, whether such acquisition or increase will constitute a significant influence, and if so, it will notify the proposed acquirer and carry out an assessment in light of the qualifying holding process. Credit institutions are also subject to reporting requirements to the BoG (on becoming aware of any acquisitions or disposals of holdings which cause holdings to exceed or fall below the rel -
evant thresholds, or where a change occurs, or on an annual basis). The Transparency Directive Besides the aforementioned qualifying hold - ing approval process, notification requirements under Law 3556/2007, as amended and in force (Law 3556) implementing the Transparency Directive (Directive 2004/109) in Greece, might be also triggered as regards the acquisition of significant shareholdings in entities whose shares are traded on a regulated market (noting that the majority of the significant Greek credit institutions are wholly owned by financial hold - ing companies which are listed on ATHEX). The shareholders should notify the issuer and the HCMC of the percentage of voting rights held by them if they directly or indirectly acquire or dispose of the shares of the issuer carrying vot - ing rights and if, as a result of that acquisition or disposal, the percentage of their voting rights reaches or exceeds or falls below the applicable thresholds (ie, 5%, 10%, 15%, 20%, 25%, 33.33 % (one-third), 50% and 66.66% (two-thirds)) or reaches, exceeds or falls below the aforemen - tioned applicable threshold as a result of corpo - rate events changing the breakdown of voting rights or on the basis of information disclosed by an issuer. A notification obligation also lies with any shareholder who holds voting rights exceeding 10%, if such percentage changes by 3% or more, following acquisition or disposal of voting rights or other corporate events altering the breakdown of voting rights. New changes exceeding 3% create a new notification obliga - tion. The Competition Law Additional requirements may be also triggered under the competition law.
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