Athens Exch. OK'd as ‘Off-Shore Securities Market'

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By Antoinette Gartrell

July 19 — Hellenic Exchanges-Athens Stock Exchange, SA. is now a “designated offshore securities market” within the meaning of 1933 Securities Act Regulation S Rule 902(b), the Securities and Exchange Commission Division of Corporation Finance confirmed July 15 ( Hellenic Exchanges-Athens Stock Exchange SA., SEC No-Action Letter, 7/15/16).

The no-action relief will help eligible market participants meet the requirements for a registration safe harbor when reselling securities through the exchange's facilities.

Offshore Transactions

Regulation S Rule 904 affords a registration safe harbor for securities transactions occurring outside the U.S. To come within the safe harbor, the offer or sale must be made in an “offshore transaction.” Rule 902, in turn, provides that an offer or sale is made in an offshore transaction if it isn't made to a person in the U.S. and is executed via the facilities of a designated offshore securities market.

The Athens Stock Exchange is the only stock exchange in Greece and one of the oldest stock exchanges in Europe, Dimitris Karaiskakis, chief operating officer said. Following a December 2013 intra-group restructuring, the exchange was merged into its parent company Hellenic Exchanges S.A. (HELEX), which now operates as a fully private joint stock company under Greek corporate laws, under the name “Hellenic Exchanges-Athens Stock Exchange SA,” and the marketing name “ATHEX,” Karaiskakis explained.

ATHEX's main function is operating the Greek securities and derivatives markets.

In granting no-action relief, the staff said it relied on counsel's representations, including that prospective members must submit a membership application to be reviewed by the exchange. Once approved, members trading in the securities market must provide clearing collateral to ensure the execution of trades and members trading in the derivatives market must deposit margins for all binding positions, Karaiskakis said. The staff's response was signed by associate director Michele M. Anderson.

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