Markets
Greece: the par floor, and the range that must be voted first
Greece permits a refixing conversion price, but only inside a range the shareholders voted before the money arrived, and only above a floor that is different for every issuer. Article 71 of Law 4548/2018 requires the resolution to set the price or conversion ratio or its range, and forbids granting shares whose nominal value exceeds the issue price of the bonds.
Key takeaways
- A range, not a formula. The competent body must fix the time and manner of exercise and the price or conversion ratio or their range, and the board sets the final ratio before the bonds are issued. The outer bounds are voted in advance.
- The floor is the issuer's own ονομαστική αξία (onomastiki axia, nominal value). Article 71 prohibits granting shares whose nominal value exceeds the issue price of the bonds, and Article 35 prohibits issuing below άρτιο (artio, par). Nominal value is set between EUR 0.04 and EUR 100.
- Pre-emption is dealt with once. Article 71 disapplies the δικαίωμα προτίμησης (dikaioma protimisis, pre-emption right) provisions on conversion itself, so the vote is an event at the issue of the bond rather than at every drawdown.
Why the Greek floor is issuer-specific
Elsewhere in Europe the constraint on a market-referenced conversion price is either a percentage of a market reference, as in Spain, or nothing beyond the below-par rule, as in Italy. Greece is different in kind: the floor is the company's own nominal value, a real number the company chose, anywhere between EUR 0.04 and EUR 100.
For a company trading at many multiples of its nominal value that floor is invisible, and Greece behaves like a permissive market with a range attached. For a company that has fallen a long way it is decisive. If the market price approaches or sits under nominal value there is no room beneath the market for a conversion price at all, and the structure is unavailable until the company reduces its nominal value or reverse-splits. No negotiation with an investor changes that.
| Gate | What the law requires | Effect on the structure |
|---|---|---|
| Article 71, the range | The resolution sets the price or conversion ratio or their range; the board fixes the final ratio before issue | Refixing is allowed, but the bounds are agreed with shareholders in advance |
| Article 71 and Article 35, the floor | No shares may be granted whose nominal value exceeds the issue price of the bonds; no issue below par | Availability depends on the issuer's own nominal value relative to its market price |
| Article 27, the vote | Increased quorum and majority at the general meeting, on a published board report; two thirds of all board members on the delegated route | One governance event at the issue of the bond, not one per conversion |
| Summary of the statute only. Articles 130 and 132 define increased quorum and majority and are not reproduced here. | ||
The μετατρέψιμο ομολογιακό δάνειο and who resolves it
The instrument is the μετατρέψιμο ομολογιακό δάνειο (metatrepsimo omologiako daneio), the convertible bond loan, and what it produces is an αύξηση μετοχικού κεφαλαίου (afxisi metochikou kefalaiou), a share capital increase. Article 71 gives two routes to it: a general meeting acting with increased quorum and majority, or a meeting acting with simple quorum together with a board decision taken under the conditions of Article 24. Article 24 is the standing capital-increase authority, exercisable for a period of five years and capped as a multiple of the company's capital.
Where Greece is genuinely helpful is at the far end. Article 71 disapplies the pre-emption provisions on conversion, and the capital increase follows automatically, with the board verifying and registering it within one month. A Greek convertible does not re-open the shareholder question every time the investor converts, which is more than several larger European markets manage. See convertible notes for listed issuers and equity facilities.
Switching off the δικαίωμα προτίμησης
Article 27 is the gate on the issue of the bond itself. The general meeting may limit or abolish the pre-emption right — κατάργηση δικαιώματος προτίμησης (katargisi dikaiomatos protimisis) — by a resolution passed with αυξημένη απαρτία και πλειοψηφία (afximeni apartia kai pleiopsifia), increased quorum and majority, on a written board report setting out the reasons and justifying the proposed price or minimum price. Report and resolution are both published. Where the board acts under a delegated power instead, it needs at least two thirds of all its members and has to explain in its report why it did not go to the meeting.
Note what the report is asked for: a price or a minimum price. That is the drafting hook a bounded Greek structure hangs on, and it is why the Article 71 range and the Article 27 report have to be drafted together.
General information, not legal advice. The ceiling and duration of the board's authority under Article 24, the definitions of increased quorum and majority in Articles 130 and 132, and anything the ATHEX Rulebook or the Hellenic Capital Market Commission may add for listed issuers are outside what is described here. Whether the par floor bites depends entirely on the issuer's own nominal value. Take advice from qualified Greek counsel.
Resale, and where the Greek constraint is not
Shares delivered on conversion are registered in the Dematerialised Securities System operated by ATHEXCSD, are fungible with the listed line and trade on admission, with no Greek holding period and no resale registration. On the ATHEX Main Market, admitting fungible shares is exempt from a prospectus up to 30% of the number already admitted over 12 months, raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024. On the Alternative Market, EN.A., no admission prospectus arises. Issuers with a US register should read Rule 144 and restricted securities separately.
Send the nominal value, the current market price and the last general meeting authority and we will tell you whether the structure is even available to you before anything else is discussed.
Primary sources
Orientation
Commentary, press and unofficial texts: useful for orientation, never the citation of record.
- Law 4548/2018, Article 71 — convertible bond loan
- Law 4548/2018, Article 27 — limitation or abolition of the pre-emption right
- Law 4548/2018, Article 35 — nominal value and the prohibition on issuing below par
Financing Greek listed issuers: frequently asked questions
Can a Greek listed company issue a convertible with a floating conversion price?
It can issue one that refixes inside a range. Article 71 of Law 4548/2018 requires the resolving body to establish the time and manner of exercising the conversion right and the price or the conversion ratio or their range, with the board fixing the final ratio before the bonds are issued. A range is expressly contemplated. A price that can go anywhere the market goes is not.
Why does a Greek company's nominal value decide whether the structure works?
Because Article 71 forbids granting shares whose nominal value exceeds the issue price of the convertible bonds, and Article 35 separately prohibits issuing shares below par. Nominal value in Greece is set between 0.04 euro and 100 euro. An issuer whose shares trade below their own nominal value therefore has no room beneath the market for a conversion price, whatever the investor is willing to accept.
What does it take to switch off the pre-emption right in Greece?
A general meeting resolution passed with increased quorum and majority, supported by a written board report giving the reasons and justifying the proposed price or minimum price, with both the report and the resolution published. Where the board exercises a delegated power instead, it needs a majority of at least two thirds of all its members and must explain why it did not go to the meeting.
Does pre-emption apply again each time bonds are converted?
No, and that is one of the helpful features of the Greek regime. Article 71 provides that the pre-emption provisions do not apply on the conversion of bonds into shares. Pre-emption is dealt with once, at the issue of the bond. The capital increase then follows automatically on conversion, and the board verifies and registers it within one month.
If this is about a live situation
Whether Greece is open to a given issuer is arithmetic on that issuer: nominal value against market price, and a conversion range voted before the money arrives. That pair decides the answer before any instrument does.