CySEC chairman: ‘Eurobank mandated to bid for 100 per cent of Hellenic Bank’

The chairman of the Cyprus Securities and Exchange Commission (CySEC) George Theocharides on Thursday stated that Eurobank should proceed with a mandatory public offer to the shareholders of Hellenic Bank for the acquisition of 100 per cent of the bank’s capital.

In an interview with the Cyprus News Agency (CNA), Theocharides underscored the importance of adhering to regulatory processes and compliance in such transactions.

Eurobank announced on Wednesday through the Athens Stock Exchange that it has agreed to acquire a 17.3 per cent stake (71,428,572 shares) in Hellenic Bank from Poppy S.à r.l. for a total price of €167.9 million (€2.35 per share_, which may be adjusted based on various factors, including the completion date of the transaction and the terms of the subsequent public offer.

With the additional acquisition of 17.3 per cent of Hellenic Bank, Eurobank’s stake will rise from 29.2 per cent to 46.5 per cent upon the completion of the transaction, which is subject to regulatory approvals.

Commenting on the legal steps required for Eurobank’s additional stake acquisition in Hellenic Bank, Theocharides clarified that the completion of this transaction depends on obtaining necessary approvals from supervisory authorities, including the Central Bank of Cyprus, the European Central Bank, the Single Supervisory Mechanism, and the Commission for the Protection of Competition.

In addition, the CySEC chairman noted that this process will take several months to conclude.

Theocharides explained that, according to Cypriot legislation, when a company acquires over 30 per cent of the share capital of a listed company, it must make a public offer to the shareholders of the listed company to acquire the entirety of its share capital.

To be successful, Eurobank would need to acquire at least 50 per cent plus one share of Hellenic Bank’s shares to gain control. This means that after acquiring 46.5 per cent after the aforementioned regulatory approvals, it will need an additional 3.5 per cent plus one share in order to meet this requirement.

When asked whether Hellenic Bank should delist from the stock exchange when Eurobank acquires 50 per cent plus one share, Theocharides responded in the negative, adding that for a public company to delist, an acquisition of over 90 per cent of its share capital is required to execute a squeeze-out of minority shareholders.

In the event that the public offer is unsuccessful, Theocharides stated that Eurobank would not be able to proceed with any further share acquisitions of Hellenic Bank for a certain period. After this period, they could consider reapproaching with a new public offer.