GREECE: HCMC responds to queries on Greece takeover rules

Thursday December 9 2010

In response to queries regarding the implementation of the Takeovers Directive, the Hellenic Capital Market Commission has replied as follows:

There is not a standard form required for reporting to the Hellenic Capital Market Commission transactions in shares of the target company. However, the information requirements are provided in Article 24 (2) of Law 3461/2006, according to which “Over a period beginning at the disclosure of the bid according to article 10 and ending when the offer closes for acceptance:

a) The offeror, the natural persons and the legal entities that hold at least 5% of the voting rights in the offeree company, as well as, the members of the board of the offeree company or of the company the securities of which are offered as consideration, shall declare to the Capital Market Commission and shall announce on the Daily Official List Announcements every acquisition of securities of the offeree company or of the company the securities of which are offered as consideration, executed in or out the Stock Exchange, as well as the acquisition price, within the time period of article 5 of presidential decree 51/1992, paragraph 1.

The same obligation is imposed on the natural persons or legal entities acting in their own name but on behalf of the persons of the previous section (paragraph 2(a)), on the undertakings controlled by those persons in the meaning of article 8 of presidential decree 51/1992, as well as every person acting in concert with the abovementioned.

b) Every natural person or legal entity who acquires at least 0,5% of the voting rights in the offeree company or in the offeror company or in any other company the securities of which are offered as consideration, shall declare to the Hellenic Capital Market Commission and shall announce on the Daily Official List Announcements, within the time period of article 5 of presidential decree 51/1992, paragraph 1, every acquisition of securities of the offeree company or of the offeror company or of the company the securities of which are offered as consideration, performed by himself/herself, or by other natural persons or legal entities acting on his/her behalf, by undertakings controlled by him/her in the meaning of article 8 of presidential decree 51/1992, or by any other person acting in concert with him/her, and shall also announce the price of acquisition, as well as the voting rights already held by the abovementioned.”

According to Article 2 (g) of Law 3461/2007, “securities” shall mean securities admitted to trading on a regulated market operating in Greece, carrying voting rights in a company and being the object of the takeover bid.