Employee Share Plans in Europe and the USA - Sorainen

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Employee Share Plans in Europe and the USAGreeceGreece1. Securities law1.1 Offer of securities: The Prospectus Directive was implemented into Greeklegislation by Greek Law 3401/2005 on the "prospectus for securities offered tothe public or admitted to trading". In principle, it applies to share plans offered inGreece, including both share option plans and free share plans. Although theoffer of securities to the public generally requires the publication of a prospectus,there is an exemption from that requirement where securities are only offered toexisting or former directors or employees by their employer (or an affiliatedcompany) which has securities listed on an EU regulated market provided that adocument is made available containing information on the number and nature ofthe securities and the reasons for and details of the offer. 1 This document mustbe registered with the Greek Capital Market Committee (GCMC) before the grantdate, although the GCMC's approval for the document is not required.In addition, the obligation to publish a prospectus does not apply to certain othertypes of offer, including:• an offer of securities addressed solely to qualified investors; and/or• an offer of securities addressed to fewer than 100 natural or legalpersons per EU member state, other than qualified investors. 212This document should be a notification of no more than 2 pages and should include information on thenumber and nature of securities and the reasons for and details of the offer. More specifically, thenotification usually will include the following information: 1. total number of offered shares; 2. price ofeach share; 3. eligible beneficiaries; 4. number of shares that are to be awarded to each eligiblebeneficiary; 5. duration of the plan; 6. grant date and exercise date/s; and 7. provisions regarding thetermination of the relationship between the company and the eligible beneficiary prior to the exercisedate/s. The above-mentioned notification is just a simple summary of the plan, is not as detailed as aprospectus and is not subject to any approval by the GCMC.Other exemptions include (a) an offer of securities addressed to investors who acquire securities for atotal consideration of at least EUR 50,000 per investor, for each separate offer; and/or (b) an offer ofsecurities whose denomination per unit amounts to at least EUR 50,000; and/or (c) an offer ofsecurities with a total consideration of less than EUR 100,000, which limit shall be calculated over aperiod of 12 months.The obligation to publish a prospectus does not apply to offers to the public of shares issued insubstitution for shares of the same class already issued, if the issuing of such new shares does notinvolve any increase in the issued capital.The obligation to publish a prospectus does not apply to the admission to trading on a regulated marketof the following types of securities; (a) shares representing, over a period of 12 months, less than 10per cent of the number of shares of the same class already admitted to trading on the same regulatedUK/1729295/03 87 September 2010
Employee Share Plans in Europe and the USAGreecemarket; (b) shares issued in substitution for shares of the same class already admitted to trading on thesame regulated market, if the issuing of such shares does not involve any increase in the issuedcapital; (c) shares resulting from the conversion or exchanging of other securities or from the exerciseof the rights conferred by other securities, provided that the said shares are of the same class as theshares already admitted to trading on the same regulated market.The obligation to publish a prospectus also does not apply to the following cases:• for securities offered in connection with a takeover by means of an exchange offer, provided that adocument is available containing information which is regarded by the competent authority as beingequivalent to that of the prospectus, taking into account the requirements of Community legislation;• for securities offered, allotted or to be allotted in connection with a merger, provided that adocument is available containing information which is regarded by the competent authority as beingequivalent to that of the prospectus, taking into account the requirements of Community legislation;• for shares offered, allotted or to be allotted free of charge to existing shareholders, and dividendspaid out in the form of shares of the same class as the shares in respect of which such dividendsare paid, provided that a document is made available containing information on the number andnature of the shares and the reasons for and details of the offer;• for securities offered, allotted or to be allotted to existing or former directors or employees by theiremployer which has securities already admitted to trading on a regulated market or by an affiliatedundertaking, provided that a document is made available containing information on the number andnature of the securities and the reasons for and details of the offer;• for securities offered in connection with a takeover by means of an exchange offer, provided that adocument is available containing information which is regarded by the competent authority as beingequivalent to that of the prospectus, taking into account the requirements of Community legislation;• for securities offered, allotted or to be allotted in connection with a merger, provided that adocument is available containing information which is regarded by the competent authority as beingequivalent to that of the prospectus, taking into account the requirements of Community legislation;• for shares offered, allotted or to be allotted free of charge to existing shareholders, and dividendspaid out in the form of shares of the same class as the shares in respect of which such dividendsare paid, provided that the said shares are of the same class as the shares already admitted totrading on the same regulated market and that a document is made available containing informationon the number and nature of the shares and the reasons for and details of the offer;• for securities offered, allotted or to be allotted to existing or former directors or employees by theiremployer or an affiliated undertaking, provided that the said securities are of the same class as thesecurities already admitted to trading on the same regulated market and that a document is madeavailable containing information on the number and nature of the securities and the reasons for anddetail of the offer;• for securities already admitted to trading on another regulated market, on the following conditions;(i) that these securities, or securities of the same class, have been admitted to trading on the otherregulated market for more than 18 months; (ii) that, for securities first admitted to trading on aregulated market after the date of entry into force of the Directive, the admission to trading on thatother regulated market was associated with an approved prospectus made available to the public inconformity with Article 14; (iii) that, except where (ii) applies, for securities first admitted to listingafter 30 June 1983, listing particulars were approved in accordance with the requirements ofDirective 80/390/EEC or Directive 2001/347/EC; (iv) that the ongoing obligations for trading on thatother regulated market have been fulfilled; (v) that the person seeking the admission of a security toUK/1729295/03 88 September 2010
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Employee Share Plans in Europe and the USA - Sorainen

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