Listing / Admission of Bonds

Below follows a more detailed description of the conditions, the procedure and the supporting documents necessary for listing corporate bonds on the ATHEX Regulated Market.


Listing conditions
The  ATHEX Rulebook and  Law 3371/2005 , as in force, which lays down the minimum conditions for the listing of transferable securities on Regulated Markets, establish the conditions for listing corporate bonds to trading on the ATHEX regulated market.
  • A prospectus must have been published pursuant to  Law 3401/2005 .
  • The corporate bond must be for at least EUR 200,000.
  • Bonds must be freely negotiable.
  • The bond issuer must comply with the corporate governance principles.
  • The application for listing on ATHEX must concern all bonds of the same issue.
  • Where an application is filed for the listing 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.
More specific conditions
  • Convertible and exchangeable bonds, and bonds with warrants
Convertible and exchangeable bonds, as well as bonds with warrants may be listed solely on the condition that the transferable securities to which they refer have been previously listed on ATHEX or another regulated market or are being listed at the same time.
  • Bonds of foreign issuers
Bonds of foreign issuers that are established in another Member State or a third country, either must have been previously dematerialized or immobilized pursuant to Greek legislation, or they must be securities that have been registered, under the legislation to which their issuer is subject, with a register of dematerialized or immobilized securities, which, in accordance with the legislation governing them, are subject to registration and monitoring in book form (Article 8(1) of Law 3756/2009).

 


Listing procedure
Provided below is the procedure that needs to be followed for listing corporate bonds on the regulated market;
  1. Applying for the listing of corporate bonds on the ATHEX Regulated Market and furnishing all prescribed supporting documents.

Where the bond issuer is:

  • Listed on the Regulated Market of ATHEX, the necessary supporting documents are set forth in   Resolution No 27 of the ATHEX  BoD  - "Supporting documents for issuer corporate actions"
  • Not listed on the Regulated Market of ATHEX, the necessary supporting documents are set forth in Resolution No 28 of the ATHEX BoD - "Supporting documents for the first-time listing of transferable securities on ATHEX".
  1. Approval of the listing application by ATHEX.
  2. Prospectus approval by the Hellenic Capital Market Commission.
  3. Bond offer, provided that the corporate bond has 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 of bond offer.

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.

 


Supporting documents

The supporting documents required for listing will vary subject to whether the bond issuer is already listed on the Regulated Market or is included in the ATHEX Alternative Market.

Particularly:

(a) The corporate bond issuer is listed on the ATHEX Regulated Market
The supporting documents necessary for having the listing/trading of bonds on the ATHEX Regulated Market approved for an issuer that is already listed on the ATHEX Regulated Market are set forth in Resolution No 27 of the ATHEX  BoD . These are:

  1.  Corporate bond listing application

Application/letter furnished by the issuer for the listing 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 competent body 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 competent body 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. Prospectus

Copy of prospectus approved by the issuer's Competent Authority or of the form provided for under  Law 3401/2005  (where required).

  1. Corporate bond issue decision

True copy of the minutes of the issuer's competent body that decided to issue the corporate bond.

  1. Approval by the Ministry of Development/Registration with the General Commercial Register

Registration of the issue of a bond loan 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
  • Supporting document evidencing that the respective fee has been paid to the HCMC (where required).
  • Payment of amounts owed to ATHEX Group (where required).

(b) The corporate bond issuer is NOT listed on the ATHEX Regulated Market
The supporting documents necessary for having the initial listing/trading of bonds on the ATHEX Regulated Market are set forth in Resolution No 28 of the ATHEX BoD. These are:

  1. Application of the issuer for the trading of the issuer's bonds on the ATHEX regulated market.
  2. Company Profile signed by the issuer and the Consultant/Lead Underwriter, if any.
  3. Eligibility Questionnaire submitted by the company or the Consultant/Lead Underwriter, if any.
  4. Statements of the issuer's BoD Members.
  5. Statements of the issuer's Shareholders >5%.
  6. Ordinary Chartered Auditor certificate.
  7. Copy of the minutes of the competent organ of the issuer that resolved to have bonds admitted for trading on the ATHEX regulated market.
  8. Copy of the codified Articles of Association of the issuer (with all amendments thereto up until the time of filing the application for listing).
  9. Consolidated financial statements of the issuer, as well as financial statements of the companies included in the consolidation regarding the accounting period prior to the filing of the application regarding the respective accounting periods, audited by a Chartered Auditor. Where the issuer does not draft consolidated financial statements, the issuer's financial statements audited by an auditor will be furnished.
  10. Copy of the HCMC resolution approving the Prospectus and the public offering (where required).
  11. Copy of the Prospectus in hard and soft copy.
  12. Issuer application whereby the issue of ISIN and CFI codes is requested.
  13. Supporting documents evidencing the issuer's applicable legal representation
  14. 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.
  15. Draft communication regarding the start of bond trading
  16. 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/Lead Underwriter, 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 regulated market will be established;
  • the final Bondholder Record will be submitted for registration, 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 the issuer has taken all prescribed action to publicize the start of trading, pursuant to applicable provisions
  • 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.
  1. Payment of amounts due to ATHEX Group (where required).

Note: Supporting documents under paragraphs 13 to 18 above will be furnished within three business days at the latest prior to the scheduled trading start date.

 

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.

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