GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
4.2 Material Shareholding Disclosure Threshold In accordance with Law 3556/2007 on disclo - sure obligations in the case of acquisition of significant holdings in listed companies, a dis - closure requirement to the issuer is triggered if any person reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 33.33%, 50% and 66.66% of the total percentage of voting rights in a listed company. The same requirement is applicable if a person holding more than 10% of the voting rights has an increase or a decrease of such percentage equal to or more than 3% of the issuer’s total voting rights. The calculation of the relevant thresholds needs to take into account voting rights held both directly and indirectly by the respective person. The notification must be also submitted to the HCMC. 4.3 Hurdles to Stakebuilding The reporting thresholds are set out in 4.2 Mate- rial Shareholding Disclosure Threshold . Addi - tional hurdles to stakebuilding may arise from restrictions imposed on the transferability of a company’s shares, as reflected in the company’s articles of association. Regulatory approvals, including merger clearance from the competent competition authorities, may also come into play in this regard. 4.4 Dealings in Derivatives Dealings in derivatives are permitted under Greek law. The main pieces of legislation in this regard are Regulation (EU) No 648/2012 on over- the-counter derivatives, central counterparties and trade repositories, and Regulation (EU) No 236/2012 on short selling and certain aspects of credit default swaps, as well as the relevant decisions and guidance issued by the HCMC from time to time.
4.5 Filing/Reporting Obligations The same reporting obligations provided in 4.2 Material Shareholding Disclosure Threshold apply to any persons that acquire or dispose of, directly or indirectly through a third party, finan - cial instruments that (a) on maturity, provide the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to the right to acquire shares of the company to which voting rights are attached and which are already issued or (b) are not included in point (a), but concern shares mentioned therein and have an economic effect similar to that of the financial instruments listed therein, whether they provide a right of physical settlement or not. For the purposes of the above assessment, the following are considered as financial instru - ments, provided they meet the requirements set out above: securities, options, futures, swaps, forwards, contracts for difference and other con - tracts or agreements with a similar economic effect, for which a physical or cash settlement or arrangement may apply. 4.6 Transparency Generally, shareholders are not required to dis - close the purpose of their acquisition. However, in accordance with Law 3461/2006, any person intending to submit a public offer (whether vol - untary or mandatory) has to notify in advance in writing the HCMC and the board of directors of the target company. The offeror is required to publish an information memorandum (fol - lowing approval thereof by the HCMC), which must set out the offeror’s intentions regarding the continuation of the business activities of the offeree company and the offeror company and in relation to the safeguarding of the jobs of their employees and management, including any material change in the conditions of employ - ment, as well as in particular the offeror’s strate -
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