Implementation of the Transparency Directive II in Greece – changes in the major shareholding disclosure and reporting requirements

On 1st April 2016, the new Law No 4374/2016 was published in the Government Gazette (No 50/1.4.2016). Law 4374/2016 transposes Directive 2013/50/EU (the “Transparency Directive II”) in Greece. As the Transparency Directive II amends Directive 2004/109/EC (the “Transparency Directive I”), its implementing Law 4374/2016 accordingly amends Law 3556/2007 by which the Transparency Directive I was transposed.

The Transparency Directive II brings substantial changes in the major shareholding disclosure and reporting regime. These mainly concern:

  • the types of financial instruments which are taken into account for calculating long positions (as new types of instruments are now within scope, such as cash-settled derivatives, CFDs, baskets and indices),
  • the types of issuers being within scope of the TD rules,
  • the content of the notifications to the regulator,
  • exemptions to the disclosure and reporting requirements,
  • enhancement of the sanctioning powers of the regulator (HCMC), as new types of sanctions can be imposed now by the regulator for potential violations (such as issuance of a public statement, issuing an order to cease the respective activity) as well as new methods of calculating potential monetary fines have been introduced.

The new rules are effective in Greece from April 1st, which means that investors whose portfolios include certain financial instruments (e.g. cash-settled derivatives, CFDs, baskets, indices where a financial instrument is referenced to such basket or index) must re-calculate their positions in order to be able to proceed to filing a notification on a Transparency Directive II-compliant basis where necessary, if they cross any of the TD thresholds or if they have crossed such thresholds solely as a result of the entering into force of that new Law (even without any posterior trading activity). The respective deadline is three business days from the effective date of the new Law, however it is possible that the regulator will show some tolerance in short delays.

The Commission Delegated Regulation (EU) No 2015/761 of 17 December 2014 with regard to certain regulatory technical standards on major holdings is also applicable across all EU member states.

Apart from the above, the Transparency Directive II also imposed certain changes to the requirements of listed issuers to publish their (annual or semi-annual) financial statements.


For additional information about the points covered above or indeed any other issue concerning the Transparency Directive II rules, you may contact Michael Tsibris or Giannis Koumettis of our offices.

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