ENA STEP is a category of the Alternative Market (ENA) of Athens Exchange which seeks to offer a funding solution to new, small and innovative companies on market terms.

In particular, ENA STEP is addressed to growth companies that apply innovative ideas in the development, production or marketing of their products and services, but also to companies that are in the early stage of their business development, which seek an alternative source of funding to implement new business ideas and achieve future growth. During their initial evaluation phase for admission to ENA STEP, a key selection criterion is the implementation of original business ideas, both in technologically advanced sectors (e.g. energy, water resource management, biotechnology, ICT) but also in more traditional sectors (e.g. new methods of agricultural production, packaging and standardization of food and beverages, methods to penetrate foreign markets).

Once admitted to ENA STEP, companies may raise funds through a share capital increase paid in cash up to €5 million with the issue of shares allocated to investors.

A particular characteristic of ENA STEP is that capital raising must be made using the EBB tool (Electronic Book Building). EBB is an online application accessible to all ATHEX Members in order to attract client interest to acquire shares in the companies to be admitted to ENA STEP.

By using the EBB fund-raising method:

  • any investor, whether large or small, retail or institutional, Greek or foreign, may acquire shares in the companies of ENA STEP through their broker;
  • eligible companies for ENA STEP obtain access to a broad base of potential investors (e.g. business angels, business angel networks) who are looking for alternative investment options and seek to fund interesting business ideas;
  • fund-raising is implemented in a secure online environment which enables the issuing company to monitor online the demand and coverage of offered shares;
  • the details of investors are checked for uniqueness and correctness and are automatically entered in the Dematerialized Securities System;
  • in case of full coverage of a share capital increase, the new shares will be automatically credited to the registers of investors.

When raising funds using the EBB for admission of shares to ENA STEP, both qualified and non-qualified (retail) investors may participate. The issuing company may set a maximum participation limit for any of the above investor categories.

Because these are relatively new companies and in order to enable them to focus on their business growth while ensuring that investors are more confident about their investments, certain requirements have been established for participation in the funding procedure, admission to and trading on ENA STEP.

More specifically:

  • Total fund-raising by a single company may not exceed € 5 million per year.
  • The company is required to outsource the following:
    • An internationally recognized audit firm shall be assigned with the outsourcing of the company's accounting services after admission to ENA STEP.
    • A law firm shall perform the extraordinary legal audit and provide advice at the funding and admission stage, and outsource the company's legal support (convening general meetings, corporate governance, changes to BoD members, corporate actions, amendments to articles, etc) after admission to the category.
    • An internationally recognized audit firm shall perform the company's extraordinary financial audit in the procedure for admission to ENA STEP (particularly if financial years exist).

The trading model for shares admitted to ENA STEP is:

-Continuous trading of shares during trading hours from 10:30 to 17:20;

- Price fluctuation limits are set at + / - 10%, + / -20%;

-Use of the ATHEX trading system and the clearing, settlement and registration system of HCSD subject to the DSS Rulebook of the HSMC and the Clearing Regulation.


Requirements for Admission

The requirements for admission of a company to ENA STEP are:

   
Equity No restriction
Raised funds

Up to €5,000,000

(without Prospectus)

Financial Statements 

No financial statements are required for newly established companies.

Companies with long presence will be required to procure financial statements for the last two financial years (provided that the company has completed at least two financial years) or for the last financial year

Financial statements must have been drafted pursuant to the IASs / IFRSs and audited by a Chartered Auditor.

Profitability No restriction
Free Float At least to 50 persons after completion of fund-raising
Tax audit

For all the fiscal years for which there are published financial statements, except the last two fiscal years. In case of tax unaudited fiscal years, a special tax audit report by an independent auditing firm may be submitted.
For foreign companies the audit is performed by an independent auditing and accounting firm, which prepares a special tax liability report.

Lock-up of shares

Shareholders holding more than 5% of the total share capital may not transfer their shares until completion of the investment plan as described in the Information Document and as applicable.

External associates

On admission and during trading in the category,mandatory cooperation with:

  • Internationally recognized audit firm
  • Law firm
Corporate Governance Desirable


Admission procedure

1. Selection of external associates

Before the shares of a company can be admitted to ENA STEP on ATHEX, the company will first have to select the external professional associates (certified auditors, legal adviser) with which it will cooperate on admission and during trading in the category.

2. Preparation of admission file

The admission file will be prepared by the company. If the company so desires, it may assign this task to an Adviser.

3. Application for admission to ENA  STEP of ATHEX

The company, or the Adviser (if appointed by the company), submits the application for admission to the Stock Exchange, accompanied by the necessary documentation (Resolution 2).

4. Presentation of the company to the Εvaluation Committee of the Alternative Market

The executives, or the Adviser (if appointed by the company), make a presentation of the company to the Evaluation Committee of the Alternative Market 

5. Approval of admission requirements by ATHEX 

ATHEX accepts the application for admission to ENA STEP, subject to successful fund-raising of 100% of the requirement in the admission file amount, through the Electronic Book Building (EBB).

6. Raising funds through the Electronic Book Building (EBB)

The procedure of fund-raising and share allocation to new investors must be made with the use of EBB through the network of ATHEX Members, subject to the coordination of the issuing company or its Adviser (if appointed by the company).

7. Start of share trading on ENA STEP

The company submits to ATHEX all the documentation for admission and sets the launch date on ENA STEP.

 

Part A of Resolution 2 of ENA details the procedure for admission to ENA STEP of ATHEX.


Consultants-Outsourcing

To participate in the funding procedure and raise funds through EBB and be admitted to ENA STEP category, the issuing company will be required to cooperate with the following external associates:

  • An internationally recognized audit firm that will perform the extraordinary audit of the company in the procedure for admission to ENA STEP.
  • A law firm that will perform the extraordinary legal audit at the funding and admission stage.

The appointment of Nominated Adviser of the Alternative Market is optional and may be made if a company wishes to receive professional services and be assisted in preparing the admission application and the Information Sheet. Where the company has appointed a Nominated Adviser, the financial and legal audits will not be mandatory.

Following admission to ENA STEP category and while the company's shares are traded on STEP, accounting and legal support shall be assigned to the following external associates:

  • An internationally recognized audit firm assigned with the outsourcing of the company's accounting services.
  • A law firm assigned with the outsourcing of the company's legal support (convening general meetings, corporate governance, changes to BoD member, corporate actions, amendments to articles, etc).  

 

For a detailed list of Alternative Market Nominated Advisers, click here.


Fund-raising on admission

On admission to the ENA STEP category, the issuer may raise funds of up to €5,000,000 without requiring the issue of a Prospectus. Fund raising will be implemented using the EBB application (Electronic Book Building) developed by ATHEX, and through the existing network of ATHEX Members.

More specifically, the following will be announced for each issuing company:

  •  Announcement by the company of the period for which participation in fund-raising will be open to investors;
  • Announcement by the company of the offer price and the number of transferable securities offered.
  • An investor who wishes to participate in a share capital increase must contact ATHEX Members/DSS operators to place their participation order by committing the relevant amount.
  • The Members shall register each investor's participation order with the EBB service.
  • The company can monitor the progress of expression of interest from investors on a daily basis.
  •  Information about the progress of fund-raising is made available on the ATHEX website.
  • On completion of the EBB service and application of the relevant allocation algorithm, the system will automatically implement the allocation of transferable securities to interested investors. 
  •  The transferable securities will be credited in the DSS once settlement is complete.
  • Participation of an investor will be conditional upon the existence (or creation) of a register and a securities account with the DSS, considering that the EBB application automatically checks the particulars of each investor and credits the registers with the underlying securities following successful placement.

After using and closing the Electronic Book Building and based on the registered participation orders, the funds required by the IM to be raised must have been covered by at least 100% in order for an issue to be considered successful. In case of over-subscription, investors will be satisfied pro rata based on the integrated functionality in the allocation algorithm or as may be determined by the issuer/consultant for subscriptions by more investors.

If the raised amount on expiry of the EBB period is less than 100% of the required funds, the issue will be unsuccessful, the procedure will be canceled and the money will be returned to investors.

For more information reguarding EBB, see here.


Further fund-raising

Following fund-raising on admission to ENA STEP category, the company may proceed to further financing indicatively, by:

  • increasing the share capital with preemptive rights in favor of existing shareholders;
  • increasing the share capital with no preemptive rights of existing shareholders;
  • issuing various types of bond loans (common, convertible, exchangeable, right to participate in profits).

In all the above cases, the body responsible to make the relevant decisions shall be the General Meeting of the company's shareholders.


Regulatory Framework

The regulatory framework includes the following:

A. Alternative Market Operation Regulation

See the Alternative Market Rulebook

B1. Resolutions on admission to ENA STEP

  1. Resolution 2 - Procedure and supporting documents for admission to ENA STEP
  2. Resolution 3 - Determination of the Contents of the Information Memorandum
  3. Resolution 34 -  Electronic Book Building (EBB) Service.

B2. Resolutions while trading on ENA  STEP

  1. Resolution 4 - Procedure and supporting documents for corporate actions of companies admitted to the Alternative Market
  2. Resolution 7 - Additional information provided by companies admitted to the Alternative Market.

Β3. Hellenic Capital Market Commission Decisions
 

For the public offering of shares of a total value of less than 5,000,000 EUR an Information Memorandum should be published in accordance with the provisions of HCMC Decision 12/697/10.11.2014. Additionally, the supporting documents provided for in HCMC Decision 3/398/22.9.2006 should be submitted to ATHEX.

   
HCMC Decision 12/697/10.11.2014: Information Memorandum to be published in case of offering of securities in the case of item h) of paragraph 3 of article 1 of law 3401/2005  (Available only in Greek)

HCMC Decision 3/398/22.9.2006:    Procedure and supporting documents required for the approval of a prospectus  (Available only in Greek)

 

 

 


Admission charges

ATHEX charges for a company that wishes to be admitted to ENA STEP include:

1. Application processing costs

A. Payment of €3,000 on submission of the application

B. Companies that have been awarded at business contests will pay the amount of €2,000.

This amount will be paid regardless of whether the company's shares will be admitted to ENA STEP.

2. Single registration fee

A. Payment of €5,000 on successful completion of EBB; or

B. Companies that have been awarded at business contests will pay the amount of €3,500.

The above amount application processing costs will be offset against the registration fees.

3. Annual Fees

Companies whose shares are admitted to trading on the Alternative Market (EN.A PLUS & EN.A STEP) pay an annual fee per quarter, according to the following scale:

 Capitalization Charge per quarter Annual fee
Up to 20.000.000    750,00 3.000,00
20.000.001 € - 40.000.000 1.250,00 5.000,00
Over 40.000.000 1.750,00 7.000,00


The minimum annual fee can not be less than 3.000,00 €, while the maximum fee can not be higher than 7.000,00 €.

See Resolution 5 of the Alternative Market for all charges relating to the Alternative Market.

4. Fees for registration of securities with the Dematerialized Securities System

On successful completion of funding, 0.01% will be paid of the value of issue of all transferable securities to be admitted for trading on ENA STEP.

The value of issue is calculated as follows:

  • for existing shareholders, the face value of the shares multiplied by the number of shares;
  • for the portion of shares resulting from the increase, the offer price per share multiplied by the number of shares.

See Resolution 1 of HCSD for all charges relating to the registration securities in the DSS


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