Disclosure Requirements - Greece
Disclosure Category 1
CBL, as the holder of omnibus account at AthexCSD and registered intermediary, falls under the obligation to comply with the mandatory disclosure requirements as provided in Law 4569/2018 and Law 4548/2018 and disclose the name of the beneficial owner and their holdings.
In the case of holdings in Greek equities issued by credit institutions, investment firms and insurance companies, CBL may fall under an obligation, under Law 4261/2014 and Law 4537/2018, to disclose the identity and holdings of customers holding applicable positions as set out in the Bank of Greece Governor's Act no. 142/11.6.2018.
CBL may also fall under an obligation, in Law 3556/2007 implementing the EU Transparency Directive, amended by article 2 of the Law 4374/2016 and Significant Shareholder Law 3310/2005 amended by Law 3414/2005 and by Law 3592/2007, to disclose the name of its customers and their holdings on applicable securities.
In order to comply with the legislation as mentioned below, customers entering into transactions in the Greek domestic market consent and are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, the listed company or its agent or the regulator) as their attorney-in-fact, under power of attorney, to collect from CBL such information as is required to be disclosed. Customers who do not want to grant such authority to CBL should refrain from holding such shares in their account with CBL.
Background and legal basis
Disclosure requirements applicable to securities held by registered intermediary on an omnibus account
Pursuant to Law 4569/2018 and Law 4548/2018 disclosure is mandatory:
- At the request of the issuers (meaning the issuers of securities on a regulated market) to identify the information of their shareholders who will keep their securities in an omnibus account in the DSS system of AthexCSD, whenever they wish to do so and for the purpose of participation in a general meeting or occasionally. Failure to identify the shareholders of listed companies by the relevant record date, results in the deprivation of the right of participation and vote in the GM, corresponding to the respective shares. Lack of identification or belated identification does not impact the validity of the GM resolution.
- At the request of the supervisory authorities.
Shares in Greek credit institutions, investment firms and insurance companies
Law 4261/2014, in conjunction with the Bank of Greece Governor’s Act 142/11.6.2018, set out the regulatory process for the acquisition, increase or decrease of a qualifying holding in a Greek credit institution (for instance, a holding representing 10% or more of the shares and/or voting rights in a credit institution). In particular, pursuant to this framework, persons intending to acquire directly or indirectly a holding of at least 5% in a Greek credit institution are required to give Bank of Greece prior notification of such intention and of the percentage to be acquired, in which case the Bank of Greece will assess whether such holding will lead to a significant influence over the credit institution and, if so, will notify the proposed acquirer and conduct an assessment on the conditions required for the acquisition. The aforesaid obligation also applies if the holding reaches or exceeds the thresholds of 20%, 33% or 50% of the total voting rights of the Greek credit institution or such credit institution becoming a subsidiary of such person (the “Qualifying Holder”). In case the Qualifying Holder is a legal entity, it must disclose to the Bank of Greece the identity of the members of its board of directors, of its most senior officers, of its shareholders holding at least 5% or above or its share capital, and where appropriate, its beneficial owner.
In addition, the Bank of Greece, for the purposes of efficient supervision, transparency and prevention of conflict of interest, is entitled to request information on any person or legal entity that holds either directly or indirectly a stake or voting rights exceeding 1% of share capital of a credit institution falling under the supervision of the Bank of Greece.
The obligation to disclose falls on CBL, as account holder in Greece, and on CBL’s customer and is to be cascaded down to final beneficial owner.
Similar reporting obligations are imposed over shareholders holding at least 10% of the voting rights of investment firms and insurance companies; for the latter the reporting must be done to the Private Insurance Supervisory Commission.
Directive (EU) 2017/828 of 17 May 2017 amending Directive 2007/36/EC with regard to the encouragement of long-term shareholder engagement (the second shareholder’s rights directive “SRD II”) has been transposed into local law by virtue of Greek Law 4706/2020, published in the Greek Government Gazette issue 136/A/17.07.2020 (the “SDR II Law”).
No specific information is available on risk incurred in the case of non-compliance. Sanctions may extend to disenfranchisement.
Securities admitted to trading on an organised market
Disclosure is applicable in relation to Law 3556/2007, amended by Article 2 of Law 4374/2016, applicable to securities admitted to trading on an organised market, whereby notification must be made by both the registered owner and the beneficial owner of the voting rights to the Hellenic Capital Market Commission (HCMC) and to the issuing company in either of the following cases:
- Acquisition or disposal reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, ⅓, 50% and ⅔ thresholds of the total voting rights granted by the issuing company. The voting rights are calculated on the basis of all the securities to which voting rights are attached, even if the exercise thereof is suspended; or
- The same obligation applies when the proportion reaches, exceeds or falls below the thresholds mentioned above as a result of events changing the breakdown of voting rights; or
- Shareholders with at least 10% of voting rights must also notify the issuer and the HCMC for any increase or decrease of at least 3%. The obligation to notify also applies to each subsequent acquisition or disposal (of the above threshold of 3%).
The above notification requirements also apply to a person entitled to acquire, or to dispose of, or to exercise voting rights in any of the following cases or combination of:
- Voting rights held by a third party with whom the person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question;
- Voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;
- Voting rights attached to securities which have been given as collateral to such person, provided that such person controls the voting rights and declares its intention of exercising them;
- Voting rights attached to securities to which such person is a life usufructuary;
- Voting rights which are held or may be exercised within the meaning of above points by such person’s controlled undertaking;
- Voting rights attached to securities deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;
- Voting rights held by a third party in its own name on behalf of the person;
- Voting rights which the person may exercise as a proxy where the person can exercise the voting rights at its discretion in the absence of specific instructions from the shareholder;
- In case the person is a UCITS Management Company, voting rights held by, acquired or disposed of by the UCITS managed by it.
The above notification requirements also apply to a person who holds, directly or indirectly, financial instruments:
i) That, on maturity, give the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to his right to acquire, shares to which voting rights are attached, already issued, of an issuer whose shares are admitted to trading on a regulated market;
ii) Which are not included in point (i) but which are referenced to shares referred to in such point and with economic effect similar to that of the financial instruments referred to in such point, whether or not they confer a right to a physical settlement.
The HCMC has clarified that warrants issued by the Hellenic Financial Stability Fund in the Greek banks’ re-capitalisation and restructuring process are regarded as such financial instruments triggering notification requirements (as stated in points 1-3 above). For the calculation of the transparency reporting threshold, the existing voting rights held by an investor under the shares are added to those that the investor is entitled to acquire (in the future) under the warrants.
The notification to the issuer and the HCMC must be made as soon as possible and no later than close of business three trading days after the trade date.
The notification is to be submitted through a form available on the HCMC website.
The disclosure requirements provided for the first three above points do not apply in the following cases:
A. To securities acquired for the sole purpose of clearing and settlement within the usual short settlement cycle;
B. To custodians holding securities in their custodian capacity provided that such custodians may only exercise the voting rights attached to such securities under instructions given in writing or by electronic means. The HCMC has the opinion that such notification does not apply to registered shareholders who act in the capacity of a custodian, as long as they exercise the voting rights only by an order from the investor (in writing or via electronic means). In further details, the HCMC has clarified that the custodian, who invokes the said exception, must be in a position to prove that the prerequisites of the law concur. Therefore, the custodian must directly, subsequent to a relevant request by the HCMC:
- Prove that it legally provides the ancillary service of administrative custody and management of financial instruments;
- Produce evidence (for example, the contract between itself and its investor) from which it can be proven that it holds the shares in its capacity as custodian, even if such shares are held in its name;
- Produce evidence from which it arises that it exercises the voting rights attached to such shares on the sole basis of orders provided in writing or via electronic means;
- Announce the name of its investors on whose account it holds such shares and the number of shares that correspond to each investor.
C. To a market maker acquiring or disposing of a holding reaching or crossing 5% threshold, provided that:
- The market maker is authorised by its home Member State under Directive 2004/39/EC; and
- It neither intervenes in the management of the issuer concerned nor exerts any influence on the issuer to buy such securities or back their price.
CBL falls under category B above.
Non-compliance with the requirements of the Law 3556/2007 as amended may result in the following sanctions imposed by the HCMC:
- A public statement indicating the natural person or the legal entity responsible and the nature of the breach
- An order requiring the natural person or the legal entity responsible to cease the conduct constituting the breach and to desist from any repetition of that conduct
- Fines up to:
a. In case of legal entity:
i) Up to EUR 10 million or up to 5% of the total annual turnover according to the last published annual accounts approved by the management body, where the legal entity is a parent undertaking or a subsidiary of a parent undertaking which has to prepare consolidated financial accounts the relevant total turnover shall be the total annual turnover or the related type of income, according to the last published consolidated annual accounts approved by the management body of the ultimate parent undertaking; or
ii) Up to twice the amount of the profits gained or losses avoided because of the breach, where those can be determined, whichever amount is the higher.
b. In case of a natural person
Up to EUR 2 million or up to twice the amount of the profits gained or losses avoided because of the breach, where those can be determined, whichever amount is higher.
In cases of serious breaches, HCMC may also suspend the exercise of voting rights of holder of shares or of financial instruments.
HCMC will also publish its decisions for the imposition of sanctions or fines, such information including at least the type and nature of the breach and the identity of natural persons or legal entities responsible for it.
Irrespective of the imposition of any sanctions or fines, HCMC may even decide the delisting of securities in order to ensure the smooth operation of the ATHEX market and protect the investors.
Should a sanction apply to CBL, it would be cascaded down to customers.
Shares in Mass Media Companies and Public Sector Contracts Companies
The Significant Shareholder Law 3310/2005, as amended by Law 3414/2005 and by Law 3592/2007, are applicable on Public Sector Contracts Companies (PSCCs) and Mass Media Companies (MMCs), where CBL might be deemed to disclose the name of its underlying customers.
Under Law 3414/2005 as amended by Law 3592/2007, any agreement regarding the possession and exercising of voting rights or the obligation to transfer shares representing at least 1% of the share capital of MMCs or PSCCs must be made by a notarial deed and notified to the National Telecommunications Council (NTC). Pledges over the above shares are also to be made in a notarial deed form, except for those established by credit institutions complying with capital adequacy/solvency criteria set by the Bank of Greece. Agreements made contrary to the above provisions are null and void.
Off shore companies are not allowed to be significant shareholders (natural or legal person directly or indirectly either holding shares or voting rights representing at least 1% of its share capital or total voting rights of the company.
Apart from rendering the shares null and void, non-compliance with the Law and, more specifically, with the provisions regarding incompatibilities and restrictions, results in administrative fines (up to an amount equal to the value of the shares in excess multiplied by five) and imprisonment for at least one year imposed on the natural person found guilty of the crime of active corruption.
Apart from rendering the shares null and void, non-compliance with the Law 3414/2005 and Law 3592/2007 and, more specifically, with the provisions regarding incompatibilities and restrictions, results in administrative fines (up to an amount equal to the value of the shares in excess multiplied by five) and imprisonment for at least one year imposed on the natural person found guilty of the crime of active corruption.
Other reporting obligations
Obligation to report transactions handled by specified persons within a listed company
The Law 4443/2016 implemented relative EU directives on insider dealing and market manipulation, accepted practices and the notification of suspicious transactions.
The Law 4443/2016 imposes strict administrative and criminal sanctions, which range from the imposition of fines to the temporary or permanent prohibition of exercise of professional activity.
Obligation to report with respect to takeover bids
Under Article 24, Paragraph 2 (b) of Law 3461/2006 on Takeover bids, any natural or legal person acquiring at least 0.5% of the voting rights of either (i) the Offeree Company (being the company that is the subject of a Takeover Bid) or (ii) the Bidder Company or (iii) any other company whose shares are offered as consideration in a takeover bid, is obliged (a) to report each such acquisition to the HCMC and (b) to publicise it to the ATHEX Daily List, along with the following data:
- The volume of such voting rights acquired (the exact percentage);
- Such acquisition’s price on each acquisition day;
- Any voting rights of such company already held by it.
The above disclosure must be made by the beneficial owner no later than on the day following any such acquisition and such obligation also applies for any natural or legal person acquiring such percentage through any other person acting on its behalf, or through any other person acting in coordination with it or through a company controlled by such person as per provisions of Article 3 of Law 3556/2007, as amended by Law 4374/2016 (that is, such person holds the majority of voting rights on such company or has the right to appoint or revoke the majority of the members of such company’s board of directors, management or supervision and is at the same time such company’s shareholder, or is shareholder and sole controller of voting rights, under any contractual agreement with the other shareholders of such company).
Non-compliance with the disclosure requirements of Law 3461/2006 on Takeover Bids results in a fine up to EUR 3 million imposed by the HCMC.
Obligation to report significant net short positions in listed shares and Greek government debt securities
Under article 5 of the Short Selling Regulation (EU No 236/2012) and with regard to shares admitted to trading on ATHEX a natural or legal person holding a net short position reaching or falling below the threshold of 0.2% of the share capital triggers a notification requirement. Under article 6, a public disclosure requirement is applicable to a net short position reaching or falling below the threshold of 0.5% of the share capital.
Under article 7 of the Short Selling Regulation and with regard to Greek government debt securities, a natural or legal person who has a net short position reaching or falling below the threshold of 0.1%.
A notification or disclosure under the above articles should set out the details of the identity of the natural or legal person, the size of the relevant position, the issuer and the date on which the relevant position was created, changed or ceased to be held.
The notification or disclosure must be made no later than at 15:30 CET+1 on the following trading day.
The HCMC impose fines with regard to Short Selling Regulation as follows:
- In case of breach by any person of the provisions of the Short Selling Regulation and of any other regulation issued in execution of the Short Selling Regulation, may impose a fine to that person(s) equal to twice the amount of the benefit of the person by the breach of the Short Selling Regulation or (if such amount cannot be identified) a fine between EUR 1,000 and EUR 1,000,000.
- Certain criteria may be taken in consideration by the HCMC to decide the amount of the fine, among them being the impact of the breach in the function of the market, the risk of damage to the interest of investors, the amount of damages investors suffered by the breach of the Short Selling Regulation of the liable person, the co-operation of the liable person with the HCMC at the stage of investigation and control of the implementation of the Short Selling Regulation, etc.
- The HCMC may impose a fine up to the amount of EUR 100,000 in case of non-cooperation in a search conducted by the HCMC under the Short Selling Regulation. The above criteria are also taken into consideration for the assessment of the fine.
- The HCMC may publicly announce the measures taken or the sanctions imposed in case of breach of the provisions of the Short Selling Regulation and any other relevant regulation, unless such public announcement causes significant disturbance to any financial market.
Reporting to the Bank of Greece
CBF, as a direct participant in the Bank of Greece settlement system (BOGS), is obliged to disclose upon request, to the Bank of Greece, all its global holdings per security and per nationality of its underlying customers in the different BOGS-eligible securities. The identity of the holders within CBF, CBL and the underlying beneficial owners will remain undisclosed.
Shareholder identification as set out in the SRD II Law
The SRD II Law provides for the right for issuers to identify their shareholders, providing inter alia, that an issuer (or a third party nominated by the issuer) can request intermediaries at each level of a custody chain to promptly provide relevant information regarding shareholder identification.
In particular, pursuant to the SRD II Law, at the request of the issuer (or of a third party nominated by the issuer, such as ATHEXCSD), an intermediary (in this case, Clearstream Banking) shall transmit the relevant shareholder identification request to the next intermediary in the custody chain (that is, Clearstream Banking customers with holdings in the requested securities). A response to the shareholder identification disclosure request shall be sent by every intermediary in the custody chain directly to the issuer (or to such third party nominated by the issuer) and without delay. Clearstream Banking will generate the response as required, with information regarding shareholder's identity, limited to Clearstream Banking books only.