Athens Stock Exchange: Surprise Amendment on Takeover Bids and Share Delistings

Amendments to two cardinal legislative frameworks governing the Greek superior marketplace were introduced done a authorities amendment that was incorporated—somewhat unusually—into a Ministry of Education measure concerning vocational training.

The amendment modifies Laws 3461/2006 (on nationalist takeover bids) and 3371/2005 (on superior marketplace operations and stock delistings), aiming, according to the explanatory report, to “clarify and facilitate procedures” relating to captious issues of firm transformations and acquisitions.

The measurement takes retroactive effect from October 1, 2025, and was approved by Parliament connected Wednesday, October 8, arsenic portion of the measure “Establishment of Vocational Training Academies – Integration of the Academies into the National System of Vocational Education and Training and different vocational training matters.”

Although presented arsenic a technical and harmonizing measure, some the timing and contented of the amendment are seen arsenic acold from coincidental, since it whitethorn person applicable implications for the advancement of Euronext’s takeover bid for ATHEX.

Two cardinal changes

The amendment focuses connected two main areas; namely, the revision of terms governing nationalist takeover bids, and the model for voluntary delisting of shares from the stock exchange.

1. From “improvement” to “revision” of takeover bids

By amending paragraph 2 of Article 21 of Law 3461/2006, the term “improvement” of a nationalist connection is replaced with the term “revision.”

While this whitethorn look minor, it carries important implications. The bidder tin present set the terms of the connection not lone by expanding the offered terms but besides by reducing the minimum fig of shares required for the bid to beryllium deemed successful.

According to the explanatory memorandum, the intent is to clarify the model and resoluteness interpretative ambiguities that person arisen successful the past—particularly successful cases of competing bids, where there was uncertainty implicit which conditions could beryllium altered during the process.

The study besides notes that equating “improvement” with “revision” created applicable difficulties, particularly when the information was not purely monetary but progressive shares oregon different variable-value securities, making it hard to find whether a caller connection was so much favorable for shareholders.

2. New exceptions for voluntary stock delistings

The 2nd cardinal alteration concerns Article 17, paragraph 5 of Law 3371/2005, which regulates the delisting of securities from the stock exchange.

The amendment retains the strict request of a 95% bulk of voting rights when a institution requests voluntary delisting from the market, but introduces an important exception.
Under the caller provision, the 95% threshold does not use successful cases of cross-border firm transformations—that is, mergers, demergers, oregon conversions—when shareholders of a Greek institution person caller shares listed connected different regulated marketplace within the European Union.

In different words, if a Greek listed institution is absorbed oregon transformed into an entity listed successful Paris, Amsterdam, oregon immoderate different EU market, its delisting from the Athens Stock Exchange (ATHEX) tin proceed without the consent of 95% of shareholders.

This alteration is interpreted arsenic an alignment with the EU model for superior markets integration, facilitating cross-border mergers and restructurings of listed companies.

A substance of timing…

The retroactive effect from October 1, 2025, people raises questions, since it coincides with the acceptance play of Euronext’s takeover bid for ATHEX, which began connected October 6.
Essentially, this bid represents a cross-border merger, the model for which is present being reshaped by the 2nd change.

In practice, astatine a aboriginal stage, the exemption from the 95% request successful cases of cross-border mergers could pave the way for ATHEX’s integration into the Euronext web without the request for the near-unanimous shareholder consent that was antecedently required.

Source: tovima.com