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Obligation of shareholders of listed companies to report significant changes in their shareholdings

Iason Skouzos - TaxLaw > Practice Areas  > Company Law  > Obligation of shareholders of listed companies to report significant changes in their shareholdings

Obligation of shareholders of listed companies to report significant changes in their shareholdings

Under the provisions of L.3556/2007, each shareholder, who acquires or disposes shares of companies admitted to the Athens Exchange Market with voting rights and as a result of this acquisition or disposal the percentage of the voting rights reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3 is obliged to inform the issuer of shares and the Exchange Commission of the proportion of voting rights held as a result of the acquisition or disposal (article 9 par.1 L.3556/2007). This obligation also burdens every person who becomes a shareholder for the first time, since by this acquisition the above mentioned thresholds are reached or exceeded.

The same obligations stands whenever a corporate event changes the breakdown of the voting rights, regardless of whether there is an acquisition or disposal of securities (article 9 par.3 L. 3556/2007).

Similar obligation to report, burdens each shareholder who holds voting rights of more than ten percent (10%), if his percentage of participation changes equally or more than three percent (3%) of the total voting rights, due to acquisition or disposal of shares with voting rights or due to corporate events changing the breakdown of voting rights (article 9, par. 4 L.3556/2007). The percentage change of three percent (3%) of the voting rights may be the result of one or more acts together. In order to calculate the change, one can take as a basis the previous mandatory disclosure made ​​by the shareholder under the law.

For transactions concluded on the Securities Market of the Athens Exchange or other regulated market, the date of acquisition or disposal of shares is the date the transaction took place. If the shareholder makes a purchase or sale of shares during the same session, the percentage of shares and voting rights is the percentage that a shareholder holds after the close of the market.

Persons charged with the obligation to report in accordance with paragraphs 1 and 4 of articles 9, 10 or 11 of L.3556/2007, must notify the above mentioned significant changes simultaneously to the issuer of shares and the SEC as soon as possible but no later than three (3) trading days from the date that the relevant obligation was born.

The report to the issuer is realized by submission of the notification form, duly signed.

The report includes mainly the following information:
a) the percentage of voting rights held as a result of the acquisition or disposal,
b) the chain of controlled undertakings through which the voting rights are held, if applicable and
c) the date on which the percentage of voting rights reached, exceeded or fell the limits of article 9.

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