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

Amendments to two key legislative frameworks governing the Greek capital market were introduced through a government amendment that was incorporated—somewhat unusually—into a Ministry of Education bill concerning vocational training.

The amendment modifies Laws 3461/2006 (on public takeover bids) and 3371/2005 (on capital market operations and share delistings), aiming, according to the explanatory report, to “clarify and facilitate procedures” relating to critical issues of corporate transformations and acquisitions.

The measure takes retroactive effect from October 1, 2025, and was approved by Parliament on Wednesday, October 8, as part of the bill “Establishment of Vocational Training Academies – Integration of the Academies into the National System of Vocational Education and Training and other vocational training matters.”

Although presented as a technical and harmonizing measure, both the timing and content of the amendment are seen as far from coincidental, since it may have practical implications for the progress of Euronext’s takeover bid for ATHEX.

Two key changes

The amendment focuses on two main areas; namely, the revision of terms governing public takeover bids, and the framework 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 public offer is replaced with the term “revision.”

While this may appear minor, it carries significant implications. The bidder can now adjust the terms of the offer not only by increasing the offered price but also by reducing the minimum number of shares required for the bid to be deemed successful.

According to the explanatory memorandum, the purpose is to clarify the framework and resolve interpretative ambiguities that have arisen in the past—particularly in cases of competing bids, where there was uncertainty over which conditions could be altered during the process.

The report also notes that equating “improvement” with “revision” created practical difficulties, especially when the consideration was not purely monetary but involved shares or other variable-value securities, making it hard to determine whether a new offer was indeed more favorable for shareholders.

2. New exceptions for voluntary share delistings

The second key change concerns Article 17, paragraph 5 of Law 3371/2005, which regulates the delisting of securities from the stock exchange.

The amendment retains the strict requirement of a 95% majority of voting rights when a company requests voluntary delisting from the market, but introduces an important exception.
Under the new provision, the 95% threshold does not apply in cases of cross-border corporate transformations—that is, mergers, demergers, or conversions—when shareholders of a Greek company receive new shares listed on another regulated market within the European Union.

In other words, if a Greek listed company is absorbed or transformed into an entity listed in Paris, Amsterdam, or any other EU market, its delisting from the Athens Stock Exchange (ATHEX) can proceed without the consent of 95% of shareholders.

This change is interpreted as an alignment with the EU framework for capital markets integration, facilitating cross-border mergers and restructurings of listed companies.

A matter of timing…

The retroactive effect from October 1, 2025, naturally raises questions, since it coincides with the acceptance period of Euronext’s takeover bid for ATHEX, which began on October 6.
Essentially, this bid represents a cross-border merger, the framework for which is now being reshaped by the second change.

In practice, at a later stage, the exemption from the 95% requirement in cases of cross-border mergers could pave the way for ATHEX’s integration into the Euronext network without the need for the near-unanimous shareholder consent that was previously required.

Source: tovima.com