the dual listing option. 2 athens exchange s.a equity finance in shipping industry - scope listedthe...

The The

Dual Listing Dual Listing

OptionOption

22Athens Exchange S.AAthens Exchange S.A

Equity Finance in Shipping Industry - ScopeEquity Finance in Shipping Industry - Scope

• The recent experience has shown that shipping companies listedlisted 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.

• The 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 listingopportunity of dual listing on its markets through an attractive

regulatory and operational framework.


Why Dual List on ATHEX (1)Why Dual List on ATHEX (1)

1.3

4.0

5.34.3 4.3

11.2

1.3

2005 2006 2007 2008 2009 2010 2011

Fund Raising Capacity 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.

Between 2005 and 2011 the capital raised in ATHEX

reached € 32.5 billion€ 32.5 billion the majority of which was

raised from international institutional investorsinternational institutional investors.

LiquidityLiquidity

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€ 115 million.

The total value of transactions in 2010 was reduced by

51% mainly due to the country macro environment.

112

139

205210

343

481

316

2005 2006 2007 2008 2009 2010 2011

Capital Raised (in billion Capital Raised (in billion €)€)

Average Value of Transactions (in million Average Value of Transactions (in million €)€)



48.051.048.0

51.0 51.056.0

62.0

2005 2006 2007 2008 2009 2010 2011

International InvestorsInternational Investors

The presence of international investors is very strong in

the Athens Exchange since they are responsible for

-- Trading-- Trading more than 51%51% of the total transactions

value of the market and

-- Holding-- Holding nearly 51%51% of the total market

capitalization

From the beginning of 2005 until the end of 2010 there

was a cashcash inflowinflow of € 12.3 billion € 12.3 billion from international

investors.

% of total of total market cap% of total of total market cap

by International Investors on ATHEX Marketby International Investors on ATHEX Market

51.650.548.5

40.3

46.651.8

47.9

2005 2006 2007 2008 2009 2010 2011

% of total trading by value% of total trading by value

by International Investors on ATHEX Marketby International Investors on ATHEX Market



Remote MembersRemote Members

Since 2008 Foreign Investment Firms are allowed to

trade directlytrade directly in ATHEX as Remote Members

following the implementation of MiFID.

Currently:

- 7 7 international investment firms and

- 1111 remote members from Cyprus

are operating directly in ATHEX

Just in December 2010, the 7 international investment

firms contributed to around 15%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



21.03021.824.5

22.6

19.421.1

2005 2006 2007 2008 2009 2010 2011

Widening of the investor base Widening of the investor base

Shipping companies dual listed on the Athens

Exchange will be able to tap additional liquidityadditional liquidity from:

- Foreign institutional investors interested in ATHEX

- Greek Institutional Investors

- Private investors – retail

Private Investors on ATHEX Market (% of total transactions Private Investors on ATHEX Market (% of total transactions

value)value)



Enhanced VisibilityEnhanced 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.

This will give them enhanced liquidityenhanced liquidity since the

majority of the international institutional investors are

trading on the constituents of the FTSE/ATHEX index FTSE/ATHEX index

familyfamily.

Most of the shipping companies listed in NYSE or

NASDAQ are considered small for the size of such

markets, but would be considered «Blue ChipsBlue Chips» for

the Greek market.

57.356.654.8

45.0

52.0

60.055.0

2005 2006 2007 2008 2009 2010 2011

International Investor on FTSE/ATHEX 20 International Investor on FTSE/ATHEX 20

(as % of market cap(as % of market cap

Investment AppetiteInvestment Appetite

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 segmentsnew investment segments, one of

which is the Greek owned shipping industryshipping industry.



New Regulatory Framework New Regulatory Framework

The Athens Exchange has adopted a new and flexible

regulatory framework for the listing/dual listing of

shipping companies.

Corporate GovernanceCorporate Governance

The Athens Exchange offers an attractive framework,

fully harmonized with E.U. standardsfully 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 ActSarbanes - Oxley Act)

Foreign offshore shipping companies Foreign offshore shipping companies

are eligible to list directly.are eligible to list directly.

Financial statements according to Financial statements according to

U.S. GAAP.U.S. GAAP.

Reporting in English language Reporting in English language

No limitations as to number of ships, No limitations as to number of ships,

or flag. or flag.



Home Ground Effect 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.

0

20.000.000

40.000.000

60.000.000

80.000.000

100.000.000

120.000.000

140.000.000

160.000.000

01/12/2

001

01/03/2

002

01/06/2

002

01/09/2

002

01/12/2

002

01/03/2

003

01/06/2

003

01/09/2

003

01/12/2

003

01/03/2

004

01/06/2

004

01/09/2

004

01/12/2

004

01/03/2

005

01/06/2

005

01/09/2

005

01/12/2

005

01/03/2

006

01/06/2

006

01/09/2

006

01/12/2

006

01/03/2

007

01/06/2

007

01/09/2

007

01/12/2

007

01/03/2

008

01/06/2

008

01/09/2

008

01/12/2

008

01/03/2

009

01/06/2

009

01/09/2

009

01/12/2

009

01/03/2

010

01/06/2

010

01/09/2

010

01/12/2

010

OTE GR

OTE US



Low Listing Costs Low Listing Costs

The Athens Exchange offers comparatively lower lower

costs for listing,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 Significantly lower direct and

indirect costs at IPO stage and indirect costs at IPO stage and

ongoing basis, compared to the U.S. ongoing basis, compared to the U.S.

markets.markets.

Seamless Trading – more liquiditySeamless 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

- seamless trading for almost 13 hours13 hours a day,

- in two strong currenciestwo strong currencies ($, €),

- with different participants/investors.

09:0009:00 15:0015:0012:0012:00 18:0018:00 21:0021:00 24:0024:00

ATHEX ATHEX (10:30 – 17:15)(10:30 – 17:15)

NYSENYSE(16:30 – 23:00)(16:30 – 23:00)

NASDAQNASDAQ(16:30 – 23:00)(16:30 – 23:00)


Cost effective settlement proceduressettlement 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.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

TENTENBeneficial Beneficial

OwnerOwnerAccountAccount

CUSTODIAN of B.O. of TENCUSTODIAN of B.O. of TEN

U.S. MARKET U.S. MARKET (NASDAQ – NYSE)(NASDAQ – NYSE)

DTCCDTCC

HELEXHELEXAccountAccount

Citi - Citi - CGTSCGTS

Local Settleme

nt

LOCAL CUSTODIANSLOCAL CUSTODIANS

GREEK MARKET GREEK MARKET (ATHEX)(ATHEX)

HELEXHELEX

DTCCDTCCMirrorMirror

AccountAccount

HELEXHELEXMirror AccountsMirror Accounts

Local Settleme

nt

Transfer

InvestorInvestorAccountsAccounts

Simple and Effective link with DTCC Simple and Effective link with DTCC



Listing Requirements in ATHEXListing Requirements in ATHEX

Main MarketMain Market

IssuerIssuer, Greek or foreign company including offshore foreign

companies.

No market capitalizationNo market capitalization limit.

Shareholders’Shareholders’ equity of at least €3 million€3 million.

Minimum free float 5%free float 5% in Greece allocated to 100 persons.

AuditedAudited financial statements for at least 3 years.


Regulatory FrameworkRegulatory Framework

The listing criterialisting 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 diversificationsdiversifications:

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.


Listing Costs (1)Listing Costs (1)

ATHEX Listing FeesATHEX 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 STOCKS Percentage on value

Up to € 1,500,000,000 0.08%€1,500,000,001 - €3,000,000,000 0.04%

Over € 3,000,000,000 0.02%


Listing Costs (2)Listing Costs (2)

HELEX Registration FeesHELEX 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.

* * RegistrationRegistration in DSS of new securities due to new company listing or share capital increase with inflow of new funds in DSS of new securities due to new company listing or share capital increase with inflow of new funds

VALUE OF LISTED STOCKS Percentage on valueUp to € 3,000,000 0.30%€ 3,000,000.01 - € 9,000,000 0.20%€ 9,000,000.01 - € 15,000,000 0.10%Over € 15,000,000.01 0.05%


Cash Market ScheduleCash Market Schedule

ATCATC

CAMM

CAM

Continuous Automated Matching Method

Call Action Method At The Close Trades

RTP Random Time Period

10:3010:30

10:0010:00 11:0011:00 12:0012:00 13:0013:00 14:0014:00 15:0015:00 16:0016:00 17:0017:00 18:0018:00

11:3011:30 12:3012:30 13:3013:30 14:3014:30 15:3015:30 16:3016:30 17:3017:30

MID & SMALL MID & SMALL CAP CATEGORYCAP CATEGORY

BIG CAP BIG CAP CATEGORYCATEGORY

10:1510:15

10:1510:15

RTP Opening: 10:29 - 10:30 / RTP Closing: 17:03 - 17:04RTP Opening: 10:29 - 10:30 / RTP Closing: 17:03 - 17:04

RTP Opening: 10:26 - 10:27RTP Opening: 10:26 - 10:27

17:2017:20

17:2017:20

17:0417:04

ALTERNATIVE ALTERNATIVE MARKETMARKET

10:1510:15 RTP Opening: 10:58 - 11:00RTP Opening: 10:58 - 11:0012:3012:30


Market CharacteristicsOperation 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 ModelATHEX Trading Model

Increase of LiquidityLiquidity

Improvement of Transparency Transparency

Procedures SimplificationSimplification

EfficiencyEfficiency

Handiness

AttractingAttracting Investors

Investors ProtectionProtection


Athens Exchange S.A. (ATHEX)Athens Exchange S.A. (ATHEX)110 Athinon Avenue,

104 42 Athens – GREECE

Email: [email protected]

Tel: 210 3366 800, www.athex.gr/, www.ase.gr/

Contact DetailsContact Details

Important NoticeImportant NoticeHELEX/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 issuesFor Business issues::

Konstantinos Kounadis (Konstantinos Kounadis ([email protected]) ) Deputy Director, Issuer Support DivisionDeputy Director, Issuer Support Division

For Legal issues:For Legal issues:

Peggy Papastavrou (Peggy Papastavrou ([email protected]) ) Lawyer, Legal DivisionLawyer, Legal Division

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