Listing / Admission of Bonds

Next follows a more detailed description of the conditions, the procedure and the supporting documents necessary for the admission of corporate bonds to trading on the  ATHEX Alternative Market;


Conditions for admission

Article 25 of the Alternative Market Rulebook of ATHEX establishing the minimum requirements for the admission of corporate bonds sets forth the conditions for the admission of bonds to trading on the ATHEX Alternative Market.

  • For Private Placement an Information Document is published pursuant  to the Alternative Market Rulebook, (Resolution 3 of ATHEX BοD) while for Public Offering up to 5 million Euros an Infomation Memorandum is drafted pursuant to the Decision of the Hellenic Capital Market Commission (HCMC Decision 12/697/10.11.2014).
  • Bonds must be freely negotiable.
  • Where an application is filed for the admission of a company's bonds, such company must, in terms of its legal status, be compliant with such legislation and regulations as it is subject to with regard to its incorporation and its operation pursuant to its Articles of Association.
  • The bonds must be legally compliant with such legislation and regulations as they are subject to.
  • Financial Statement must have been drafted pursuant to the IASs / IFRSs.

More specific conditions;

  • Convertible and exchangeable bonds, and bonds with warrants

Convertible and exchangeable bonds, as well as bonds with warrants may be admitted in the Alternative Market for trading solely on the condition that the transferable securities to which they refer have been admitted in or are traded on a regulated market or are being admitted to trading in the Alternative Market or in another Multilateral Trading Facility (MTF) at the same time.

ATHEX may, on a case to case basis, establish further requirements for the admission of bonds in the Alternative Market.
 


Admission procedure

The procedure involving the admission of corporate bonds in the Alternative Market is simple and flexible, subject to the issuer selecting to issue bonds:

  • for an amount up to EUR 5 million;
  • for any amount solely to Qualified Investors;
  • for any amount aimed at less than 150 non-Qualified Investors (Private Placement);
  • for any amount aimed at all investors with a minimum participation of EUR 100,000; 
  • with a face value per unit of at least EUR 100,000. 

Α pulbication of a Prospectus is not required, but suffice a pulbication or Information Document (for Private Placement) or an Information Memorandum (for Public Offering) up to 5 million Euros.

The Issuer Service Division may be contacted for specific information depending on each issuer's needs.
Provided below is the procedure that needs to be followed for admitting corporate bonds in the Alternative Market;

  1. Applying for the admission of corporate bonds in the ATHEX Alternative Market and furnishing the necessary supporting documents.

Where the bond issuer is:

  • Listed on the Regulated Market or is admitted in the ATHEX Alternative Market, Resolution No 4 of the ATHEX  BoD  "Procedure and supporting documents for corporate actions of companies listed on the Alternative Market" establishes the supporting documents required;
  • Not listed/admitted in an ATHEX market, Resolution No 2  of the ATHEX  BoD "Procedures and supporting documents required for applying for admission to trading on the Alternative Market" establishes the supporting documents required.
  1. Presentation to the Alternative Market Commission (solely in the event of an issuer not listed/admitted in an ATHEX market).
  2. ATHEX approval for the admission of corporate bonds.
  3. Bond offer, provided that the corporate bonds have already been issued at the time of the application.
  4. Start of trading of bonds.

The aforementioned procedure will be tailored depending on each specific case.

More specifically, regarding the trading of bonds of foreign issuers who are established in another Member State or in a third country, it will be possible by resolution of the competent body of ATHEX to allow for an exception with regard to the supporting documents and the time limits, especially for the purpose of coordinating the procedure with the procedures provided for under the law to which the foreign company or the functioning of the foreign exchange or such other regulated market, where the issuer of the stocks may have listed or intends to list its securities, is subject.

For the authorized Nominated Advisers of the Alternative Market (EN.A.) select here.
 


Supporting documents

(a) The corporate bond issuer is listed on or admitted in an ATHEX market;
The supporting documents necessary for having the admission/trading of bonds on the ATHEX Alternative Market are set forth in Resolution No 4 of the ATHEX BoD. for the Alternative Market "Procedure and supporting documents for corporate actions of companies admitted in the Alternative Market". These will be:

  1.  Corporate bond admission application

Application/letter furnished by the issuer for the admission of its bonds and the allocation of an ISIN and a CFI code.

  1. Documentation proving payment of the issue amount of the corporate bond

Authenticated copy of the minutes of the issuer's BoD demonstrating payment of the issue amount of the corporate bond. Where bonds have been placed with third parties, the resolution to that effect taken by the issuer's BoD will be furnished.

  1. Documentation proving that the amount corresponding to the issue has been raised

Certification issued by a bank lawfully operating in Greece whereby it will be certified that the overall sum corresponding to the issue of the corporate bond has been deposited into a special account in the name of the issuer.

  1. Information document regarding the admission to trading, according to Resolution No 3 of the Athex BoD, or Information Memorandum pursuant to the Decision of the Hellenic Capital Market Commission (HCMC Decision 12/697/10.11.2014), where required.
  2. Corpporate Bond Issue Resolution.True copy of the minutes of the issuer's competent body that decided to issue the corporate bond.
  3. Approval by the Competent Authority/Registration with the General Commercial Register

Registration of the issue of a corporate bond with the General Commercial Register (in the event of a bond loan convertible into stocks);

  • For domestic issuers, authenticated copy of the approving decision of the Ministry of Development and of the registration with the General Commercial Register regarding the amendment of the relevant articles of the issuer's Articles of Association.
  • For foreign issuers, authenticated copy of the respective decision adopted by the issuer's competent authorities or bodies, as well as of the respective registrations with the respective commercial register of the issuer regarding the aforementioned amendment to the Articles of Association or authenticated copy of the amendment to the Articles of Association in accordance with the law to which it is subject.
  1. Bond Allocation Record

Allocation record and detailed numbered computer list with the bondholders and the bonds of the issuer, as well as certification issued by the issuer whereby the issuer will certify that the data included in the aforementioned list are the same as the data in the allocation record submitted.

  1. Other supporting documents
  • Draft communication regarding the start of bond trading
  • Certificate regarding the issuer's Legal Representation
  • Payment of amounts due to ATHEX Group (where required).

(b) The corporate bond issuer is NOT listed on/admitted in an ATHEX market;
Resolution No 2 of the ATHEX BoD establishes the supporting documents that are necessary to have the admission/start of trading of bonds in the ATHEX Alternative Market for an issuer not listed/admitted in an ATHEX market;

  1. Application of the company for the trading of the issuer's bonds on the ATHEX Alternative Market.
  2. Information Document regarding the admission to trading, signed by the company and the Consultant, if any, according to Resolution No 3 of the Athex BoD, or Information Memorandum pursuant to the Decision of the Hellenic Capital Market Commission (HCMC Decision 12/697/10.11.2014), where required.
  3. Eligibility Questionnaire submitted by the company or the Consultant if any.
  4. Statements of the issuer's BoD Members.
  5. Statements of the issuer's Shareholders >5%.
  6. Statement of the company applying regarding the trading of transferable securities.
  7. Copy of the minutes of the company's competent body that resolved to have bonds traded on the Alternative Market.
  8. Copy of the codified Articles of Association of the company (with all amendments thereto up until the time of filing the application for admission in the Alternative Market).
  9. Consolidated financial statements of the company for the last two published accounting periods, as well as of the companies included in the consolidation regarding the accounting period prior to the filing of the application, in compliance with the full consolidation method, regarding the respective accounting periods, audited by a Chartered Auditor. Where the company does not draft consolidated financial statements, the issuer's financial statements audited by an auditor will be furnished.
  10. Company application whereby the issue of ISIN and CFI codes is requested.
  11. Supporting documents evidencing the issuer's applicable legal representation.
  12. True excerpt of the meetings of the issuer's competent body authorizing an employee(s) to act on the issuer's behalf regarding the registration of the bondholders record following the procedure established by the HCSD.
  13. Documentation proving payment of the issue amount of the corporate bond. Authenticated copy of the minutes of the issuer's BoD demonstrating payment of the issue amount of the corporate bond. Where bonds have been placed with third parties, the resolution to that effect taken by the issuer's BoD will be furnished.
  14. Draft communication regarding the start of bond trading.
  15. Registration of the issue of a corporate bond with the General Commercial Register (in the event of a bond loan convertible into stocks):
  • For domestic issuers, authenticated copy of the approving decision of the Ministry of Development and of the registration with the General Commercial Register regarding the amendment of the relevant articles of the issuer's Articles of Association.
  • For foreign issuers, authenticated copy of the respective decision adopted by the issuer's competent authorities or bodies, as well as of the respective registrations with the respective commercial register of the issuer regarding the aforementioned amendment to the Articles of Association or authenticated copy of the amendment to the Articles of Association in accordance with the law to which it is subject (where required).
  1. Letter of  the company or the Consultant, if any, whereby:
  • it will be certified that the bond loan has been paid and that the amount raised has been deposited in a bank account of the company;
  • the trading start price of the bonds to be listed will be established;
  • the trading start date for the bonds on the ATHEX Alternative Market will be established;
  • the final Bondholder Record will be submitted, pursuant to the DSS Operation Regulation, as in force;
  • a detailed numbered computer list of the bondholders and bonds of the issuer will be submitted, signed by the issuer's legal representatives;
  • it will be certified that it has taken all actions required so that at the trading start date all share accounts of bond holders have been credited with the relevant amounts;
  • it will be certified that the issuer has taken all prescribed action to publicize the start of trading, pursuant to applicable provisions (where required).
  1. Payment of amounts due to ATHEX Group (where required).

Notes:

  • Supporting documents under paragraphs 12 to 17 above will sent to ATHEX Group within three business days at the latest prior to the scheduled trading start date.
  • In the event of foreign companies, the procedure and the corporate action supporting documents furnished may adapt to the law of the location where the company has its registered offices. Regarding such companies, the admission procedure will apply accordingly and the respective supporting documentation may be filed in English.

 

In order to issue bonds and offer them to investors, issuing companies may use the EBB (Electronic Book Building) service that ATHEX has developed and provides. For more information regarding the EBB service please press here.

PRESS RELEASES - INFORMATION


COMPANY ANNOUNCEMENTS


 
 
 
Search
Toolbox
New Listings Prospectuses

Market

Composite index

Calendar

FinancialCalendarPortlet

Asset Publisher