ENA PLUS is directed towards companies with prior operating history and business development, and more specifically those active for at least two years in the economic sector and area of business in which they will operate after admission of their shares to trading in this segment.
In the case of companies with fewer financial years, ATHEX may approve admission subject to the submission of specific documentation by the Nominated Adviser.
If a company does not have two years of previous activity in the economic sector and area of business in which it will be operating, it draws up a business plan for the admission of its shares to ENA PLUS.
The shares of 11 companies are currently trading on ENA PLUS.
The requirements for a company's admission to ENA PLUS are the following:
|Legal Form|| |
Greek ‘Societe Anonyme'
|Raised funds||No restriction|
|Financial Statements|| |
2 fiscal years
Financial statements must comply with IAS/IFRS standards and have been audited by a Certified Auditor.(In cases of fewer fiscal years, admission may be approved subject to submission of specific documentation by the Nominated Adviser.)
|Business Plan||It is drawn up if the company does not have at least two years of previous activity in the sector of economy and the area of business in which it will operate after admission of its shares in ENA.|
Free Float *
% distribution to investment public
|Number of persons < 5%||at least 50|
|Tax audit||Statement submitted by the Nominated Adviser regarding the adequacy of provisions recognized in the financial statements and any tax liabilities for the unaudited fiscal years. (for the company and its subsidiaries included in the latest consolidated financial statements)|
|Lock-up period|| |
|If a Business Plan is submitted||Shareholders holding >/ 5% each may transfer a maximum of 25% of the shares they held on the date of admission, during the period of implementation of the Business Plan.|
| If losses have been reported in the two |
fiscal years prior to admission
|Shareholders holding >/ 5% each may not transfer their shares for a period of one year after admission.|
|Nominated Adviser||Mandatory appointment of a Nominated Adviser at the admission approval stage and retention of the Nominated Adviser for two years after admission.|
|Corporate Governance||Corporate governance practices applied or reference to the Corporate Governance Code adopted.|
Procedure for admission to ENA PLUS
1. Appointment of Nominated Adviser
Before a company's shares can be admitted to ΕΝΑ PLUS, the company must first appoint an Adviser, selected from the list of EN.A. Nominated Advisers, which will coordinate and manage the admission process.
2. Preparation of admission file
The admission file is prepared by the Nominated Adviser in cooperation with the company.
3. Application for admission to ΕΝΑ PLUS
The Nominated Adviser and the company jointly submit the application for admission to the Athens Stock Exchange, accompanied by the necessary documentation (Resolution 2).
4. Presentation of the company to the ENA Evaluation Committee
The Nominated Adviser and the company make a presentation of the company to the ENA Evaluation Committee.
If a company has been admitted to an ATHEX Acceleration Programme, evaluation by the Committee is deemed to be the company's evaluation by the relevant Selection Committee after completion of the final stage of the Acceleration Programme.
5. Approval of admission requirements by ATHEX
ATHEX accepts the application for admission to ΕΝΑ PLUS. At this stage, all admission requirements are met except the achievement of a sufficient free float.
6. Conducting of a Private Placement / Public Offering
IIn order to achieve a sufficient free float, the issuing company conducts a Private Placement of shares to a limited number of investors, or, if it wishes, a Public Offering to the investing public.
7. Approval of admission by ATHEX and commencement of trading of shares on ENA PLUS.
- The Nominated Adviser submits to ATHEX the necessary documentation relating to admission and sufficient free float.
- ATHEX approves the admission (fulfilment of the free float criterion) and the start of trading of the company's shares.
8. Start of share trading on ΕΝΑ PLUS
The company sets the date for the commencement of trading of its shares on ENA PLUS.
ENA Resolution 2 details the procedure for admission to ENA PLUS.
Fund-raising on admission to ENA PLUS
At the stage of admission of shares to ENA PLUS, the issuing company invites interest from investors in order to raise the required capital.
Shares are offered to investors through:
- a Private Placement to a limited number of investors or
- a Public Offering of shares to the investing public, or
- a combination of Private Placement and Public Offering.
In all cases, use may be made of the Electronic Book Building service and the network of ATHEX Members.
After raising funds on admission to ENA PLUS, a company may further strengthen its capital position, indicatively by:
- increasing its share capital with pre-emption rights in favour of existing shareholders;
- increasing its share capital with cancellation of pre-emption rights of existing shareholders.
In both the above cases, the relevant decisions are taken by the General Meeting of the company's shareholders.
The regulatory framework consists of the following:
A. ENA Opetating Rules
See the Alternative Market Operating Rules
B1. Resolutions on admission to ENA PLUS
- Resolution 2 - Procedure and documentation for admission to trading of transferable securities on ENA PLUS
- Resolution 3 - Content of Information Document
- Resolution 34 - Electronic Book Building (EBB) Service
B2. Resolutions on matters following admission on ENA PLUS
- Resolution 4 - Procedure and documentation for corporate actions of companies admitted to the Alternative Market
- Resolution 7 - Additional information provided by companies admitted to the Alternative Market
Β3. Decisions of the Hellenic Capital Market Commission
If the company chooses to raise capital through a Public Offering of shares, of total value less than €5,000,000, it must publish an Information Document in accordance with the provisions of Decision 12/697/10.11.2014 of the Hellenic Capital Market Commission (HCMC) and submit to Athens Exchange the documentation set out in HCMC Decision 3/398/22.9.2006.
ATHEX charges for a company seeking admission to ENA PLUS include:
1. Application fee
Payment of €4,500 on submission of the application
This amount will be paid regardless of whether the company's shares will be admitted to ENA PLUS.
2. Single registration fee
Payment of €7,500 on on admission of shares to ENA PLUS.
The above application fee is offset against the registration fee.
3. Annual subscription fee
Companies whose shares have been admitted to trading on ENA PLUS pay an annual subscription fee, charged quarterly, according to the following scale:
|Capitalization||Quarterly charge||Annual charge|
|Up to €20.000.000||€750||€3.000|
|From €20.000.001 - 40.000.000 €||€1.250||€5.000|
The minimum annual subscription fee cannot be less than €3,000 , while the maximum fee cannot be higher than €7,000.
See Resolution 5 of the Alternative Market for details of all charges.
4. Fees for registration of securities in the Dematerialized Securities System
An amount equal to 0.01% of the issue value is payable for the registration of shares in the Dematerialized Securities System (DSS).
The issue value is calculated as follows:
- for existing shareholders, the face value of the shares multiplied by the number of shares;
- for the portion of shares resulting from the increase, the offer price per share multiplied by the number of shares.
The minimum registration fee cannot be less than €1,000 , while the maximum fee cannot be higher than €5,000.
See Resolution 1 ATHEXCSD for details of all charges relating to the registration of securities in the DSS.
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