The Dual Listing Option
2 Athens Exchange S.A Equity Finance in Shipping Industry - Scope listedThe recent experience has shown that shipping companies listed 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. opportunity of dual listingThe 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 listing on its markets through an attractive regulatory and operational framework.
3 Athens Exchange S.A Why Dual List on ATHEX (1) 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. € 32.5 billion international institutional investors Between 2005 and 2011 the capital raised in ATHEX reached € 32.5 billion the majority of which was raised from international institutional investors. Liquidity € 115 million 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. The total value of transactions in 2010 was reduced by 51% mainly due to the country macro environment. Capital Raised (in billion €) Average Value of Transactions (in million €)
4 Athens Exchange S.A Why Dual List on ATHEX (2) International Investors The presence of international investors is very strong in the Athens Exchange since they are responsible for -- Trading51% -- Trading more than 51% of the total transactions value of the market and -- Holding51% -- Holding nearly 51% of the total market capitalization cashinflow€ 12.3 billion From the beginning of 2005 until the end of 2010 there was a cash inflow of € 12.3 billion from international investors. % of total of total market cap by International Investors on ATHEX Market % of total trading by value by International Investors on ATHEX Market
5 Athens Exchange S.A Why Dual List on ATHEX (3) Remote Members trade directly Since 2008 Foreign Investment Firms are allowed to trade directly in ATHEX as Remote Members following the implementation of MiFID. Currently: international investment firms and remote members from Cyprus are operating directly in ATHEX 15% Just in December 2010, the 7 international investment firms contributed to around 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
6 Athens Exchange S.A Why Dual List on ATHEX (4) Widening of the investor base additional liquidity Shipping companies dual listed on the Athens Exchange will be able to tap additional liquidity from: - Foreign institutional investors interested in ATHEX - Greek Institutional Investors - Private investors – retail Private Investors on ATHEX Market (% of total transactions value)
7 Athens Exchange S.A Why Dual List on ATHEX (5) Enhanced 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. enhanced liquidity FTSE/ATHEX index family This will give them enhanced liquidity since the majority of the international institutional investors are trading on the constituents of the FTSE/ATHEX index family. Blue Chips Most of the shipping companies listed in NYSE or NASDAQ are considered small for the size of such markets, but would be considered «Blue Chips» for the Greek market. International Investor on FTSE/ATHEX 20 (as % of market cap Investment Appetite new investment segments shipping industry 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 segments, one of which is the Greek owned shipping industry.
8 Athens Exchange S.A Why Dual List on ATHEX (6) New Regulatory Framework The Athens Exchange has adopted a new and flexible regulatory framework for the listing/dual listing of shipping companies. Corporate Governance fully harmonized with E.U. standards Sarbanes - Oxley Act The Athens Exchange offers an attractive framework, fully 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 Act) Foreign offshore shipping companies are eligible to list directly. Financial statements according to U.S. GAAP. Reporting in English language No limitations as to number of ships, or flag.
9 Athens Exchange S.A Why Dual List on ATHEX (7) 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.
10 Athens Exchange S.A Why Dual List on ATHEX (8) Low Listing Costs lower costs for listing, The Athens Exchange offers comparatively lower 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 indirect costs at IPO stage and ongoing basis, compared to the U.S. markets. Seamless 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 13 hours - seamless trading for almost 13 hours a day, two strong currencies - in two strong currencies ($, €), - with different participants/investors. 09:0015:0012:0018:0021:0024:00 ATHEX (10:30 – 17:15) NYSE (16:30 – 23:00) NASDAQ
11 Athens Exchange S.A settlement procedures DTCC for U.S. Cost effective settlement 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.) 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 TENBeneficialOwnerAccount CUSTODIAN of B.O. of TEN U.S. MARKET (NASDAQ – NYSE) DTCC HELEXAccount Citi - CGTS Local Settlement LOCAL CUSTODIANS GREEK MARKET (ATHEX) HELEX DTCCMirrorAccount HELEX Mirror Accounts Local Settlement Transfer InvestorAccounts Simple and Effective link with DTCC Why Dual List on ATHEX (9)
12 Athens Exchange S.A Listing Requirements in ATHEX Main Market Issuer Issuer, Greek or foreign company including offshore foreign companies. No market capitalization No market capitalization limit. Shareholders’€3 million Shareholders’ equity of at least €3 million. free float 5% Minimum free float 5% in Greece allocated to 100 persons. Audited Audited financial statements for at least 3 years.
13 Athens Exchange S.A Annexes
14 Regulatory Framework listing criteria diversifications The listing 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 diversifications: 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.
15 Athens Exchange S.A Listing Costs (1) ATHEX 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 STOCKSPercentage on value Up to € 1,500,000, % €1,500,000,001 - €3,000,000, % Over € 3,000,000, %
16 Athens Exchange S.A Listing Costs (2) HELEX 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. * Registration in DSS of new securities due to new company listing or share capital increase with inflow of new funds VALUE OF LISTED STOCKSPercentage on value Up to € 3,000, % € 3,000, € 9,000, % € 9,000, € 15,000, % Over € 15,000, %
17 Athens Exchange S.A Cash Market Schedule ATC CAMM CAM Continuous Automated Matching Method Call Action MethodAt The Close Trades RTP Random Time Period 10:30 10:0011:0012:0013:0014:0015:0016:0017:0018:00 11:3012:3013:3014:3015:3016:3017:30 MID & SMALL CAP CATEGORY BIG CAP CATEGORY 10:15 10:15 RTP Opening: 10: :30 / RTP Closing: 17: :04 RTP Opening: 10: :27 17:20 17:20 17:04 ALTERNATIVEMARKET 10:15 RTP Opening: 10: :00 12:30
18 Athens Exchange S.A Market Characteristics Operation 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 Model Liquidity Increase of Liquidity Transparency Improvement of Transparency Simplification Procedures Simplification Efficiency Handiness Attracting Attracting Investors Protection Investors Protection
19 Athens Exchange S.A Athens Exchange S.A. (ATHEX) 110 Athinon Avenue, Athens – GREECE Tel: , Contact Details Important Notice HELEX/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 issues: Konstantinos Kounadis Deputy Director, Issuer Support Division For Legal issues: Peggy Papastavrou Lawyer, Legal Division