Capital Markets

Capital Markets

Zepos & Yannopoulos is widely recognized as having one of the leading capital markets practices in Greece. We provide comprehensive legal and tax advice on a full range of capital markets issues, including regulatory matters, compliance issues, equity and debt transactions, public Mergers & Acquisitions, (eg initial public offerings (domestic and international), private placements of securities, etc), medium-term note programs, Eurobonds, convertible bonds, debt and equity derivative trades and other equity-linked products as well as on the provision of investment services in Greece and the distribution and marketing of UCITS and non-UCITS funds in Greece. Our distinctive feature is that we offer our clients combined legal and tax support on the most innovative products of capital markets. Our clients include issuers, underwriters, guarantors, trustees, financial and credit institutions, investment firms, investment funds, UCITS funds, funds of funds, swap counterparties, investors and companies listed on the Athens Exchange (ATHEX). Our firm regularly acts as outside legal and tax counsel to major credit institutions and investment firms, such as American Express, Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan Chase and Morgan Stanley.

Our Capital Markets team, which consists of attorneys with international experience, actively follows the continuous changes of the regulatory framework and is always at the forefront of developments in capital markets. Our work benefits from our size and structure, which enables us to conduct extensive and intense due diligence exercises and from our constructive and long-term cooperation with the regulators.

Particular areas of expertise of our Capital Markets practice include the following:

  • Investment services and activities
  • Acquisitions of stakes in companies listed on ATHEX
  • Takeover bids
  • Listing of companies on ATHEX, secondary and follow-on offerings; Private placements; Disclosure and other reporting obligations of investors and listed companies; Corporate and other obligations of listed companies
  • Cross-border transactions and passporting of products
  • Share buy backs
  • Money laundering
  • Insider trading
  • Code of Conduct Rules
  • Trading and settlement of securities
  • Securities lending, short sales, repo transactions
  • Bond issuance, distribution and trading
  • Derivatives and structured financial products
  • Funds and their distribution in Greece.

We contributed to the Law Practitioner Series re: “Prospectus for the Public Offering of Securities in Europe: Volume I”, published by Cambridge University Press (2008) the part relating to Greece and to the “Common Legal Framework for Takeover Bids in Europe: Volume I”, published by Cambridge University Press (2008) as well as to the Journal of the Japanese Institute of International Business Law” (Kokusai Shoji Home magazine, vol. 39, No.3) on the Basic Principles of Greek Companies and Corporate Governance Rules. We have also contributed to the Doing Business in Greece, edited by World Bank and Lex Mundi re Corporate Governance issues. Vassiliki Lazarakou & Michalis Pattakos have also contributed in the International Survey of Investment Adviser Regulation (3rd Edition) published by, Kluwer Law International 2012 (Editor: Marcia L. MacHarg)

A. Equity
B. Debt
C. Derivatives
D. Funds 

Α. Equity 

Our firm has been involved, by advising either companies or their underwriters, in many of the largest initial and secondary offerings of Greek companies on the ATHEX and on combined offerings for the listings on the London Stock Exchange and on the New York Stock Exchange. Furthermore, we focus on advising foreign institutions on takeover bids and their implementation as well as on other matters such as passporting of products and services in Greece. We also advise on offerings and private placements of securities of foreign entities to investors and/or employees in Greece. In addition, we advise listed companies on their corporate affairs and compliance obligations towards the ATHEX and the Capital Markets Commission (CMC). Lastly, we advise clients on a regular basis on the acquisition of major or minority stakes in Greek listed companies including financial institutions.

Related projects in which our firm has been involved include advising:

  • Fosun Group, a private equity fund, on the acquisition of a minority stake in a company listed on the Athens Exchange (Folli Follie) and the relevant obligations thereof, including the disclosure obligations
  • Sudzucker AG with respect to its participation to the bid for the acquisition of majority shareholding stake in the Greek listed company Hellenic Sugar Industry
  • Iberdrola Energias Renovables SA, a leading energy multinational, on the takeover bid launched for the acquisition of all registered and preference shares in C. Rokas SA, a leading company in the renewables sector in Greece
  • A major insurance firm with respect to its participation to the bid for the acquisition of Agrotiki Insurance, a company listed on the ATHEX
  • JPMorgan Asset Management on the establishment of its branch in Greece
  • Merrill Lynch Bank and Trust Company Cayman Ltd on the transfer of a stake in Emporiki Mutual Funds Asset Management Company S.A. to Credit Agricole Asset Management
  • Eurobank and Commercial Bank of Greece and Merrill Lynch, Pierce, Fenner & Smith and Salomon Smith Barney, lead underwriters, with respect to the privatization and initial public offering of mobile telephone operator Cosmote, and the international and domestic offering of its shares to domestic and foreign investors. We conducted the legal due diligence of the company and participated in the drafting of governmental privatization decisions and prospectus, as well as in the drafting and negotiations of the underwriting agreements
  • The Agricultural Bank of Greece on its privatization and issues related to the listing of its shares on the ATHEX
  • The Hellenic Industrial Development Bank (ETBA Bank), drafting the articles of incorporation by virtue of which the issuer was converted to a Greek corporate entity and drafted the law and the relevant governmental decisions for its privatization
  • The Hellenic Duty-Free shops, drafting the articles of incorporation by virtue of which the issuer was established as a Greek corporate entity and drafted the law for its privatization
  • Salomon Smith Barney and Credit Suisse First Boston with regard to the second international offering of Hellenic Petroleum shares. We conducted the legal due diligence of the company and drafted the relevant reports. We also represented the underwriters in the negotiations for the first agreement in Greece for the swap of shares of publicly-owned companies between the Greek state and the banks
  • Warburg Dillon Read, Salomon Smith Barney and the Ionian Bank with respect to the restructuring and privatisation of Hellenic Petroleum. Our work included the analysis of the regulatory framework on energy and the operational aspects of the restructuring of the group and the drafting of proposed amendments to the existing regulatory framework. We conducted the legal due diligence of the group including all subsidiaries such as DEPA (Public Gas Corporation) and the oil refineries. We also participated in the drafting of the relevant governmental privatisation decisions and the prospectus
  • Salomon Smith Barney and Credit Suisse First Boston, lead underwriters, with regard to the third and fourth secondary offerings of OTE shares. We advised on all issues of the combined offerings including the exchange of the "Privatisation Certificates" for shares, that was effected for the first time in the Greek market; and
  • Salomon Brothers, HSBC, James Capel, BZW, lead underwriters, with regard to OTE's privatization and IPO, including issues relating to the combined offering of OTE's shares to domestic and foreign investors, the liability of the underwriters, the underwriting agreement and other related legal issues.
Β. Debt
 
We advise our clients on bond issues, medium-term note programs, Eurobonds, convertible bonds, government bonds, hybrid notes and on the operation of and trading on the Electronic Secondary Securities Market (HDAT). Our firm has advised a number of international investment firms on securitisation. 

Representative transactions include advising:

  • CQS Fund on the acquisition of listed guaranteed exchangeable notes of Euromedica Finance, a Luxembourg subsidiary of the listed Greek company Euromedica SA
  • AB Vasilopoulos, a listed company, on bond issuances Grand Vision Marinopoulos on two bond issuances and all related matters
  • Fortress Investment Group on the issuance of two bond loans to a major Greek listed Food Producer company (deal not consummated)
  • The Greek State on the issuance by the Hellenic Exchangeable Finance S.C.A. of 2% Exchangeable Bonds due 2005, exchangeable into ordinary shares of OTE in the aggregate principal of an amount of €1 billion, resulting in the decrease of the Greek State's shareholding in OTE to under 51%
  • Merrill Lynch, Morgan Stanley Dean Witter and National Bank of Greece on the issuance of the first Euro-denominated Greek corporate bond offering of €1.1 billion issued by OTE. We advised on all legal and tax aspects of the transaction
  • The National Bank of Greece in connection with a Global Medium-Term Note Programme (€ 1,000,000,000) and
  • National Bank of Greece and Piraeus Bank on all tax aspects of bond issues in the UK.
C. Derivatives

We have extensive expertise on issues relating to derivative products. We have advised on the structure of innovative derivatives transactions, such as the issue of the first covered warrant on Greek shares and various OTC derivatives on shares listed on the ATHEX. Furthermore, we regularly provide legal advice on the enforceability of various derivatives contracts and developments of the ATHEX-Derivatives market and the obligations of the counterparties. Our Tax Practice has provided advice to major foreign banks in structuring various innovative investment products for the Greek counterparties.

D. Funds

We are the leading firm as to providing full range services in connection with the registration and support of UCITS and non-UCITS in Greece of the major investment houses. We have extensive experience in the registration, marketing and distribution of shares of funds and have been advising major foreign fund houses in relation to a number of UCITS and non-UCITS platforms on all regulatory and commercial aspects of their activity in Greece, such as registration procedure, marketing and selling restrictions, advisory, sub-advisory, distribution and paying agency contracts, as well as on tax matters. We represented and registered with the CMC a significant number of foreign UCITS funds for distribution in Greece and have advised foreign investment firms and banks on the distribution of notes linked to hedge funds in Greece. We have acted as local counsel for the following fund houses: American Express Funds, BlackRock Global Funds, BNY Mellon Funds, Franklin Templeton Funds, Goldman Sachs Structured Investment SICAV, Henderson Horizon Funds, Janus World Funds, JP Morgan Funds & JP Morgan Investment Funds, Schroder International Selection Funds and Pimco Funds.

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