Restructure plan of the Hellenic Exchanges Holding S.A.

The company announces that it proceeds to a series of actions that are nearing conclusion in the current period and the year 2002, regarding its full assimilation to other modern stock exchange groups and the more competitive operation of the Greek stock market.

The mission of the Greek stock exchange is to act as a lever for the development of the economy, its vision is to operate as a safe and reliable stock exchange with a modern statutory frame and smooth operation of the mature market, while its objectives are the securing of sufficient depth of the market and its integration in the unified European capital market.

The strategy of the stock exchange is three · dimensional, consisting of the development of the domestic market, the expansion of the Athens Stock Exchange in the region of Southeastern Europe and the co-operation of the Greek Stock Exchange with a Stock Exchange or stock exchange organization of the European Union.

The opening of the markets, the capital mobility and the technological progress lead to a continuous increase of competition between the stock exchanges, a development, which apart from the necessary effective regulatory framework of the market, also affects the way the stock exchanges themselves are organized and the way they operate.

The trend of commercialization of the operation of the stock exchanges, the drive for profit and value arising from them, keep becoming more intense and, apart from the income that arises from the trading, they proceed to the differentiation of the sources of their income in order to achieve this objective.

The stock exchanges, as companies, are re organized, they restructure their departments in order to achieve synergies, economies of scale and increase of income. They even get listed on the stock exchange, and at the end of the year 2002, 65% - 70% of the stock exchanges are expected to be listed.

In this frame, HELLENIC EXCHANGES HOLDING S.A. (EHAE) Group is moving towards this direction. More specifically, since 1995, the government has consistently followed this policy.

Consequently, in 1995, the Athens Stock Exchange has been converted from a Legal Person of Public Law to a Public Limited Company, the sole shareholder of which was the Greek government.

Following consecutive distributions of the percentage of the holding of the Greek government, its holding was reduced to 47.7%.

Next, HELLENIC EXCHANGES HOLDING S.A. was established and in August 2000, it was listed on the Athens Stock Exchange. Currently, the holding of the Greek government amounts to 40.9% and the remaining percentage is held by credit institutions, institutional investors, listed companies and brokerage firms and by the investing public in general. HELLENIC EXCHANGES HOLDING S.A. controls the Athens Stock Exchange by 100%, which, in its turn, controls the other companies of the group by 38% - 40%. The listing of the securities of the HELLENIC EXCHANGES HOLDING S.A. on the Athens Stock Exchange was a significant step towards the upgrading of the Greek capital market on the same level with the developed overseas markets, as well as for a number of projects that have been planned, so that HELLENIC EXCHANGES HOLDING S.A. group becomes a modern and effective group, in accordance with international standards.

Four main projects are under development and they will start to be completed from the beginning of the year 2002 and up to the end of the above-mentioned year.

The first refers to the financial restructure of the group. The Board of Directors of HELLENIC EXCHANGES HOLDING S.A., on its session on December 21, 2001, decided to propose to the First Repeat General Meeting to the company's shareholders the share capital increase of HELLENIC EXCHANGES HOLDING S.A. through the contribution in kind of securities of the subsidiary companies of the group that are held by third parties, as follows:

  • · The third parties · shareholders will receive securities of HELLENIC EXCHANGES HOLDING S.A., in accordance with the already approved exchange ratios, i.e.: 1 security of C.S.D. S.A. for 2.50 securities of EHAE S.A. held 1 security of A.D.EX S.A. for 2.40 securities of EHAE S.A. held 1 security of ETESEP S.A. for 0.87 securities of EHAE S.A. held 1 security of ASYK S.A. for 3.76 securities of EHAE S.A. held 1 security of T.S.E.C. S.A. for 6.56 securities of EHAE S.A. held
  • · The third parties · shareholders will be invited to contribute the total number of securities they hold in ADEX S.A., ETESEP S.A., ASYK S.A., TSEC S.A. and up to 90,000 securities per shareholder for the CSD S.A., i.e. the 3,880,300 securities of CSD S.A. held. In the case that the total number of the above securities of CSD S.A. is not contributed, there will be a second apportionment for the interested shareholders, starting form those that hold the smallest number of shares.
Consequently, HELLENIC EXCHANGES HOLDING S.A. will incorporate greater value and profitability through this restructure, while the third parties · shareholders will acquire negotiable securities.

With the proposed restructure, the Greek government retains the statutory minority of 1/3 until the complete privatization of HELLENIC EXCHANGES HOLDING S.A., while the holding of the other major shareholders of HELLENIC EXCHANGES HOLDING S.A. does not increase, as in the phase of the final privatization, HELLENIC EXCHANGES HOLDING S.A. will have a broad capital base and the de facto control of the company will not be accumulated to shareholders with significant holdings.

The financial restructure will be followed by the full privatization of HELLENIC EXCHANGES HOLDING S.A. then, the conclusion of the transfer (directly or the through the Athens Stock Exchange) of the remainder number of securities of HELLENIC EXCHANGES HOLDING S.A., which was not included in the first phase, will be pursued.

The third project, i.e. the merger of the Athens Stock Exchange and the Athens Derivatives Exchange, as is the case with the other European stock exchanges, will be realized side by side with the former project.

The fourth project provides for the establishment of a central contracting party regarding the total stock market, in accordance with the model of the other markets of the European Union, further rationalizing the operation of the market, improving its liquidity through the reduction of cost and its access to foreign investors, making available capital that is currently blocked to the Guarantee Fund and Supplementary Fund. This project is being studied by a specialized team.

Other important steps, currently under development, is the drawing up, for the first time, of the business plan of HELLENIC EXCHANGES HOLDING S.A. and for each one of the companies of the group, as well as the construction of a building that will house all the companies of the group, as the cost for the leasing of buildings for the companies of the group is very high.


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