the dual listing option. 2 athens exchange s.a equity finance in shipping industry - scope listedthe...
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The The
Dual Listing Dual Listing
OptionOption
22Athens Exchange S.AAthens Exchange S.A
Equity Finance in Shipping Industry - ScopeEquity Finance in Shipping Industry - Scope
• The recent experience has shown that shipping companies listedlisted on any stock market encounter
fewer difficulties in financing their investment plans as compared to the non-listed.
• Several Greek owned shipping companies are currently listed in the U.S. and the U.K., mainly in
NYSE and NASDAQ.
• The Athens Exchange (ATHEX) is now able to offer to the Greek owned shipping companies that are
listed in the U.S. and U.K., the opportunity of dual listingopportunity of dual listing on its markets through an attractive
regulatory and operational framework.
33Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (1)Why Dual List on ATHEX (1)
1.3
4.0
5.34.3 4.3
11.2
1.3
2005 2006 2007 2008 2009 2010 2011
Fund Raising Capacity Fund Raising Capacity
The Athens Exchange has proved that it has robust
fund raising capacity to support IPOs and subsequent
fund raising of considerable size, over time.
Between 2005 and 2011 the capital raised in ATHEX
reached € 32.5 billion€ 32.5 billion the majority of which was
raised from international institutional investorsinternational institutional investors.
LiquidityLiquidity
The Athens Exchange has shown that it has
considerable liquidity. Even today, in the middle of the
economic crisis, the average daily value of transactions
in our cash market is close to € 115 million€ 115 million.
The total value of transactions in 2010 was reduced by
51% mainly due to the country macro environment.
112
139
205210
343
481
316
2005 2006 2007 2008 2009 2010 2011
Capital Raised (in billion Capital Raised (in billion €)€)
Average Value of Transactions (in million Average Value of Transactions (in million €)€)
44Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (2)Why Dual List on ATHEX (2)
48.051.048.0
51.0 51.056.0
62.0
2005 2006 2007 2008 2009 2010 2011
International InvestorsInternational Investors
The presence of international investors is very strong in
the Athens Exchange since they are responsible for
-- Trading-- Trading more than 51%51% of the total transactions
value of the market and
-- Holding-- Holding nearly 51%51% of the total market
capitalization
From the beginning of 2005 until the end of 2010 there
was a cashcash inflowinflow of € 12.3 billion € 12.3 billion from international
investors.
% of total of total market cap% of total of total market cap
by International Investors on ATHEX Marketby International Investors on ATHEX Market
51.650.548.5
40.3
46.651.8
47.9
2005 2006 2007 2008 2009 2010 2011
% of total trading by value% of total trading by value
by International Investors on ATHEX Marketby International Investors on ATHEX Market
55Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (3)Why Dual List on ATHEX (3)
Remote MembersRemote Members
Since 2008 Foreign Investment Firms are allowed to
trade directlytrade directly in ATHEX as Remote Members
following the implementation of MiFID.
Currently:
- 7 7 international investment firms and
- 1111 remote members from Cyprus
are operating directly in ATHEX
Just in December 2010, the 7 international investment
firms contributed to around 15%15% of the daily value
International Investment Firms
with direct access in ATHEX
C.A. Cheuvreux
Citigroup Global Market
Credit Suisse
Deutsche Bank
Bank of America Merrill Lynch
Société Générale
UBS
66Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (4)Why Dual List on ATHEX (4)
21.03021.824.5
22.6
19.421.1
2005 2006 2007 2008 2009 2010 2011
Widening of the investor base Widening of the investor base
Shipping companies dual listed on the Athens
Exchange will be able to tap additional liquidityadditional liquidity from:
- Foreign institutional investors interested in ATHEX
- Greek Institutional Investors
- Private investors – retail
Private Investors on ATHEX Market (% of total transactions Private Investors on ATHEX Market (% of total transactions
value)value)
77Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (5)Why Dual List on ATHEX (5)
Enhanced VisibilityEnhanced Visibility
The shipping companies that will decide to list on the
Athens Exchange will, due to their size, be part of the
major indices of the Greek market.
This will give them enhanced liquidityenhanced liquidity since the
majority of the international institutional investors are
trading on the constituents of the FTSE/ATHEX index FTSE/ATHEX index
familyfamily.
Most of the shipping companies listed in NYSE or
NASDAQ are considered small for the size of such
markets, but would be considered «Blue ChipsBlue Chips» for
the Greek market.
57.356.654.8
45.0
52.0
60.055.0
2005 2006 2007 2008 2009 2010 2011
International Investor on FTSE/ATHEX 20 International Investor on FTSE/ATHEX 20
(as % of market cap(as % of market cap
Investment AppetiteInvestment Appetite
The successful annual Roadshows of the Athens
Exchange in U.K. and U.S. have proved that there is an
increasing interest of international institutional
investors for new investment segmentsnew investment segments, one of
which is the Greek owned shipping industryshipping industry.
88Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (6)Why Dual List on ATHEX (6)
New Regulatory Framework New Regulatory Framework
The Athens Exchange has adopted a new and flexible
regulatory framework for the listing/dual listing of
shipping companies.
Corporate GovernanceCorporate Governance
The Athens Exchange offers an attractive framework,
fully harmonized with E.U. standardsfully harmonized with E.U. standards, providing
adequate protection to investors without burdening the
issuer with excessive bureaucratic procedures and
operating expenses imposed mainly in the U.S. (e.g.
Sarbanes - Oxley ActSarbanes - Oxley Act)
Foreign offshore shipping companies Foreign offshore shipping companies
are eligible to list directly.are eligible to list directly.
Financial statements according to Financial statements according to
U.S. GAAP.U.S. GAAP.
Reporting in English language Reporting in English language
No limitations as to number of ships, No limitations as to number of ships,
or flag. or flag.
99Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (7)Why Dual List on ATHEX (7)
Home Ground Effect Home Ground Effect
Institutional investors seem to prefer investing in the market of the issuer’s origin.
There is such evidence from the Hellenic Telecom (OTE) listing in Athens and New York stock
Exchange.
0
20.000.000
40.000.000
60.000.000
80.000.000
100.000.000
120.000.000
140.000.000
160.000.000
01/12/2
001
01/03/2
002
01/06/2
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OTE GR
OTE US
1010Athens Exchange S.AAthens Exchange S.A
Why Dual List on ATHEX (8)Why Dual List on ATHEX (8)
Low Listing Costs Low Listing Costs
The Athens Exchange offers comparatively lower lower
costs for listing,costs for listing, e.g. regarding fees for underwriting,
due diligence, roadshows etc, compared to the U.S.
and U.K. markets. (more than 50% lower).Significantly lower direct and Significantly lower direct and
indirect costs at IPO stage and indirect costs at IPO stage and
ongoing basis, compared to the U.S. ongoing basis, compared to the U.S.
markets.markets.
Seamless Trading – more liquiditySeamless Trading – more liquidity
The Greek owned shipping companies that are already
listed in the U.S., if they decide to dual list their
companies in the Athens Exchange, will enjoy
- seamless trading for almost 13 hours13 hours a day,
- in two strong currenciestwo strong currencies ($, €),
- with different participants/investors.
09:0009:00 15:0015:0012:0012:00 18:0018:00 21:0021:00 24:0024:00
ATHEX ATHEX (10:30 – 17:15)(10:30 – 17:15)
NYSENYSE(16:30 – 23:00)(16:30 – 23:00)
NASDAQNASDAQ(16:30 – 23:00)(16:30 – 23:00)
1111Athens Exchange S.AAthens Exchange S.A
Cost effective settlement proceduressettlement procedures for dual listed companies, through the connection of the local
Depository of the market of the primary listing (e.g. DTCC for U.S.DTCC for U.S.) with HELEX.
Existing shares can be moved initially or at any time thereafter from the account (s) of shareholders of
TEN in DTCC to the accounts of investors in HELEX, and vice versa, through the use of:
- the Custodians of TEN shares Beneficial Owners in DTCC
- the Custodian of HELEX in DTCC (Citi – CGTS)
- the HELEX infrastructure as Investor CSD
TENTENBeneficial Beneficial
OwnerOwnerAccountAccount
CUSTODIAN of B.O. of TENCUSTODIAN of B.O. of TEN
U.S. MARKET U.S. MARKET (NASDAQ – NYSE)(NASDAQ – NYSE)
DTCCDTCC
HELEXHELEXAccountAccount
Citi - Citi - CGTSCGTS
Local Settleme
nt
LOCAL CUSTODIANSLOCAL CUSTODIANS
GREEK MARKET GREEK MARKET (ATHEX)(ATHEX)
HELEXHELEX
DTCCDTCCMirrorMirror
AccountAccount
HELEXHELEXMirror AccountsMirror Accounts
Local Settleme
nt
Transfer
InvestorInvestorAccountsAccounts
Simple and Effective link with DTCC Simple and Effective link with DTCC
Why Dual List on ATHEX (9)Why Dual List on ATHEX (9)
1212Athens Exchange S.AAthens Exchange S.A
Listing Requirements in ATHEXListing Requirements in ATHEX
Main MarketMain Market
IssuerIssuer, Greek or foreign company including offshore foreign
companies.
No market capitalizationNo market capitalization limit.
Shareholders’Shareholders’ equity of at least €3 million€3 million.
Minimum free float 5%free float 5% in Greece allocated to 100 persons.
AuditedAudited financial statements for at least 3 years.
1414Athens Exchange S.AAthens Exchange S.A
Regulatory FrameworkRegulatory Framework
The listing criterialisting criteria applied for companies already listed primarily in a foreign exchange and wish to
list their shares on ATHEX (Dual Listing) are the same with those for a primary listing on ATHEX with the
following diversificationsdiversifications:
Exception from the Earnings listing requirement (after decision of ATHEX BoD).
Financial statements according to U.S. GAAP or IFRS
Similar reporting status as on U.S. and U.K.
Reporting in English language.
Acceptance of the free float effected in the primary market, but obligatory
allocation of 5% of the total number of shares to at least 100 persons where each
shareholder controls less than 2% of the company’s share capital.
1515Athens Exchange S.AAthens Exchange S.A
Listing Costs (1)Listing Costs (1)
ATHEX Listing FeesATHEX Listing Fees
1. The companies whose stocks are admitted to trading on ATHEX for the first time pay a lump sum as
listing rights, which is calculated according to the following scale:
2. The value of the stocks to be admitted to trading results as the product of the number of listed
securities times the listing price.
3. The amount of €10,000 is set as the minimum lump sum of listing rights for the Main Market.
4. Upon approval of the company’s application for listing its stocks in ATHEX, a lump sum is paid for the
examination of the application for admission to the Main Market. This lump sum is paid regardless of
whether the company’s shares shall be listed in ATHEX. In case of listing, the lump sum relating to
the listing rights paid by the company shall be reduced by the above amounts.
VALUE OF LISTED STOCKS Percentage on value
Up to € 1,500,000,000 0.08%€1,500,000,001 - €3,000,000,000 0.04%
Over € 3,000,000,000 0.02%
1616Athens Exchange S.AAthens Exchange S.A
Listing Costs (2)Listing Costs (2)
HELEX Registration FeesHELEX Registration Fees
1. The companies whose stocks are admitted to trading on ATHEX for the first time pay registration
fees**, which are calculated according to the following scale:
Minimum and maximum amounts that are payable to HELEX are set at € 3,000 and € 180,000
respectively.
For stocks admitted for trading on ATHEX for the first time, the issue value for that part of stocks held
by existing shareholders shall be equal to the product of the face value of the stocks multiplied by the
number of stocks held, while for the part of stocks resulting from the increase, shall be equal to the
product of the offer price of each stock multiplied by the number of stocks.
* * RegistrationRegistration in DSS of new securities due to new company listing or share capital increase with inflow of new funds in DSS of new securities due to new company listing or share capital increase with inflow of new funds
VALUE OF LISTED STOCKS Percentage on valueUp to € 3,000,000 0.30%€ 3,000,000.01 - € 9,000,000 0.20%€ 9,000,000.01 - € 15,000,000 0.10%Over € 15,000,000.01 0.05%
1717Athens Exchange S.AAthens Exchange S.A
Cash Market ScheduleCash Market Schedule
ATCATC
CAMM
CAM
Continuous Automated Matching Method
Call Action Method At The Close Trades
RTP Random Time Period
10:3010:30
10:0010:00 11:0011:00 12:0012:00 13:0013:00 14:0014:00 15:0015:00 16:0016:00 17:0017:00 18:0018:00
11:3011:30 12:3012:30 13:3013:30 14:3014:30 15:3015:30 16:3016:30 17:3017:30
MID & SMALL MID & SMALL CAP CATEGORYCAP CATEGORY
BIG CAP BIG CAP CATEGORYCATEGORY
10:1510:15
10:1510:15
RTP Opening: 10:29 - 10:30 / RTP Closing: 17:03 - 17:04RTP Opening: 10:29 - 10:30 / RTP Closing: 17:03 - 17:04
RTP Opening: 10:26 - 10:27RTP Opening: 10:26 - 10:27
17:2017:20
17:2017:20
17:0417:04
ALTERNATIVE ALTERNATIVE MARKETMARKET
10:1510:15 RTP Opening: 10:58 - 11:00RTP Opening: 10:58 - 11:0012:3012:30
1818Athens Exchange S.AAthens Exchange S.A
Market CharacteristicsOperation and regulation based on ATHEX Rule Book
Order Driven Market with the use of Market Makers
Trading Anonymity
Price Time Priority
Volatility Interrupters
Fully Electronic Trading
Settlement at End Investor level
Market Basic Goals
ATHEX Trading ModelATHEX Trading Model
Increase of LiquidityLiquidity
Improvement of Transparency Transparency
Procedures SimplificationSimplification
EfficiencyEfficiency
Handiness
AttractingAttracting Investors
Investors ProtectionProtection
1919Athens Exchange S.AAthens Exchange S.A
Athens Exchange S.A. (ATHEX)Athens Exchange S.A. (ATHEX)110 Athinon Avenue,
104 42 Athens – GREECE
Email: [email protected]
Tel: 210 3366 800, www.athex.gr/, www.ase.gr/
Contact DetailsContact Details
Important NoticeImportant NoticeHELEX/ATHEX believes that the information presented on this web page is accurate at the time of its publication and in no cases it replaces the existing Regulatory Framework (ATHEX Rulebook, ATHEX Board of Directors’ Decisions, HCMC Board of Directors Decisions, etc.), which in all cases prevails. The present text may be altered without any further notice. HELEX/ATHEX shall not be held liable for any direct or indirect consequences that may occur from possible errors or omissions of the present.
The present text is more updated compared to older versions which might contain the respective type of information.
For Business issuesFor Business issues::
Konstantinos Kounadis (Konstantinos Kounadis ([email protected]) ) Deputy Director, Issuer Support DivisionDeputy Director, Issuer Support Division
For Legal issues:For Legal issues:
Peggy Papastavrou (Peggy Papastavrou ([email protected]) ) Lawyer, Legal DivisionLawyer, Legal Division