Capital Markets & Financial Regulation News – June 2016
Amendments to Greek Laws 3556/2007, and 3401/2005 and transposing the Transparency and Prospectus Directives
Amendments recently brought to Greek Laws
3556/2007 and 3401/2005, transposing the
Transparency and Prospectus Directives,
respectively:
Law 4374/2016 (GG A’ 50) has recently entered into
force aiming at the alignment of the Greek legislation
to the Directive 2013/50/EU amending the
Transparency and Prospectus Directives. The latter
(Prospectus Directive) was further amended by art.1
of Directive 2014/51/EU, which is as well, transposed
into the Greek legal order by the same,
aforementioned, Law.
The existing Transparency Directive (2004/109/EC)
was transposed by Greek Law 3556/2007 (GG A’ 91),
while the Prospectus Directive (2003/71/EC) was
transposed by Greek Law 3401/2005 (GG A’ 257),
which are, consequently, amended accordingly
following the entry into force of the recent Law
4374/2016. The main amendments, however, relate
to the Transparency Directive, i.e. Law 3556/2007.
The main amendments, thus, brought to Law
3556/2007 (hereinafter “the Law”) are the following:
The definition of “issuer” in article 3 of the Law has
been now extended to cover natural persons as well.
Further, in the case of depository receipts admitted to
trading on a regulated market, the “issuer” means the
issuer of the securities represented, whether or not those
securities are admitted to trading on a regulated market.
The definition of the “home Member State” has been
modified in certain cases, such as:
When it comes to issuers incorporated in a third
country, when issuing debt securities, the
denomination per unit of which is less than 1.000€,
or shares, the home Member State is considered to
be the Member State chosen by the issuer from
amongst the Member States where its securities
are admitted to trading on a regulated market.
The choice of home Member State in this case shall
remain valid unless the issuer has chosen a new home Member State and has proceeded to the
relevant disclosures as provided by the Law.
ؼؼؼ To be noted here that when the issuer of the above
mentioned type of securities is incorporated in the
Community, the provision remains the same, i.e. the
Member State of the registered office is still
considered to be the home Member State for the
purposes of the said Law.
ؼؼؼ When it comes to issuers falling outside the
scope of the aforementioned provisions, a
choice may be made by the issuer among the
Member State of its registered office (where
applicable) and those Member States where its
securities are admitted to trading on a regulated
market.
ؼؼؼ Other modifications refer to cases where securities
are no longer admitted to trading on the regulated
market of the issuer’s home Member State, but
rather in one or more other Member States.
Further to the new provisions, issuers have to disclose
their home Member State within a period of 3 months. In
the absence of such disclosure by the issuer, the
relevant provisions of the law apply instead. Issuers,
apart from relevant disclosures in relation to their home
Member State, should also proceed to necessary
notifications to relevant competent authorities, as
specifically described in the Law.
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