GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
the offeror makes a public announcement of the tender offer disclosing the minimum required content under the applicable provisions, which shall also include its intention (if any) to acquire additional securities issued by the target com - pany within the tender offer period and up to the lapse of the acceptance period, other than those which will be offered to it in the context of the tender offer. The HCMC must approve the tender offer prospectus within ten days of its submission by the offeror. Once the prospectus is approved by the HCMC, it is published within three business days on the ATHEX website, its daily statistical bulletin and the website of the offeror. The official publication of the prospectus marks the start of the acceptance period, and following such publication, the board of directors of the target company informs the representa - tives of the employees or, in their absence, the employees of the company directly. The official publication of the prospectus is fol - lowed by the publication of the justified opinion of the board of directors of the offeree company regarding the tender offer. The board’s opinion is also accompanied by a detailed report of the offeror’s financial adviser. Finally, as of the initial publication of the tender offer and up to the completion of the acceptance period, a ban on advertisements is in place and any public announcement must be strictly lim - ited to the information which is necessary and appropriate for the due publication of the bid, its terms and the acceptance procedure. 7.2 Type of Disclosure Required When securities are offered to the public or admitted to trading in the stock exchange mar - ket, Regulation (EU) 2017/1129 and the provi - sions of Law 4706/2020, as in force, shall apply providing for the publication of a prospectus for
any public offering of securities with the mini - mum total aggregate considerations provided therein. The ATHEX regulation on disclosure requirements of listed companies shall also apply. The disclosure thresholds of Law 3556/2007 are set out in 4.2 Material Shareholding Disclosure Threshold . In the context of a tender offer, there are also additional disclosure requirements, including the disclosure of the acquisition of the below holdings, the purchase price and relevant vot - ing rights. These disclosure requirements are triggered if the offeror, any individual or legal entity holding at least 5% of the voting rights in the offeree company, as well as any member of the board of directors of the target company or the company the securities of which are offered as considera - tion, acquires securities, on the stock exchange or over the counter, of the target company or the company the securities of which are offered as consideration. They are also triggered if any person acquires at least 0.5% of the voting rights in the target company or the offeror company or any other company the securities of which are offered as consideration. 7.3 Producing Financial Statements The offeror shall disclose in the tender offer prospectus all information required under Law 3461/2006. There is no relevant requirement for the bidder to produce financial statements (pro forma or otherwise) in its disclosure documents; however, within the tender offer, the HCMC may request that the offeror includes additional data
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