Zepos and Yannopoulos - Services [ Capital Markets ]

Capital Markets

Zepos & Yannopoulos is widely recognized as having one of the leading capital markets practices in Greece. We advise on the legal and tax aspects of equity and debt transactions, public M&As, including initial public offerings (domestic and international), private placements of securities, 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 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 Merrill Lynch, Morgan Stanley, JP Morgan Chase, Goldman Sachs, Deutsche Bank and American Express.

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 areas:

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 and services
Bond issuance, distribution and trading
Derivatives and structured financial products
Funds and their distribution in Greece.

Zepos & Yannopoulos is the Greek contributor to the Journal of International Banking Law and Regulation, published by Sweet & Maxwell. Furthermore, 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 as well as to the "Common Legal Framework for Takeover Bids in Europe: Volume I", published by Cambridge University Press (2008).

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 (f/k/a Athens Stock Exchange) and on combined offerings for the listings on the London Stock Exchange and on the New York Stock Exchange.

In addition, we advise listed companies on their corporate affairs and compliance obligations towards the ATHEX and the Capital Markets Commission (CMC). We also advised several times on offerings and private placements of securities of foreign entities to investors and/or employees in Greece.

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

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 on the acquisition of Agrotiki Insurance, a company listed on the ATHEX (deal not consummated)
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 ASE
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 Vassilopoulos, 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 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. During the last eight years we acted as local counsel for the following fund houses: Janus World Funds, American Express Funds, BlackRock Global Funds, JP Morgan Funds & JP Morgan Investment Funds, Schroder International Selection Funds, Goldman Sachs Structured Investment SICAV, Pimco Funds, Henderson Horizon Funds, Franklin Templeton Funds and BNY Mellon Funds.

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