GREECE: HCMC responds to queries on Greece major shareholdings and EU Acquisitions Directive provisions

Thursday December 9 2010

In response to an email regarding the provisions implementing the Transparency Directive and the Acquisitions Directive, the Hellenic Capital Market Commission has provided the following information:

Article 9 (2) of Law 3556/2007 states clearly that the disclosure thresholds of major shareholdings need to be applied separately in respect of (a) the total number of shares with voting rights and (b) each individual class of shares with voting rights.

According to Article 10 of HCMC Decision 1/434/3.7.2007 financial instruments include derivatives that are settled physically or in cash.

Acquisitions Directive

Article 16 of Law 3606/2007 (which implemented in the Hellenic Legislation the provisions of MiFID) is applicable for acquisitions in investment firms. More specifically, article 16 (3) of Law 3606/2007 provides for “the Hellenic Capital Market Commission shall approve in advance the acquisition or sale of a qualifying holding pursuant to this paragraph. Any natural or legal person that, individually or in association with other persons, proposes: (a) to acquire or increase, directly or indirectly, a qualifying holding in an AEPEY (an investment firm), if in consequence the proportion of the voting rights that they hold would reach or exceed 20%, 1/3 or 50% so that the AEPEY would become their subsidiary, it shall first notify the Hellenic Capital Market Commission in writing of the size of the resulting holding, as well as any other information under paragraph 7.”

Para 7 of article 16 of Law 3606/2007 provides that “a rule of the Hellenic Capital Market Commission shall define the period and procedure for the assessment of notifications for approval of qualifying holdings made pursuant to paragraph 3 of this article, as well as the relevant information and documentation to be submitted by the persons intending to acquire qualifying holdings in an AEPEY, in implementation of Directive 2004/39/EC.” According to this article, HCMC Rule 3/452/1.11.2007 was promulgated, which is available in English on our website: www.hcmc.gr (under the section “Legal framework”).

A standard form is not provided.