ENA STEP is the segment of the Alternative Market (ENA) of Athens Exchange which aims to provide small and medium-sized companies with a funding solution on market terms.
In particular, ENA STEP is directed towards growth companies that apply innovative ideas in the development, production or marketing of their products and services, but also companies that are in the early stage of their business development, which seek an alternative source of funding to implement new business ideas and achieve future growth.
During the initial evaluation phase for admission to ENA STEP, a key selection criterion is the implementation of original business ideas, not only in technologically advanced sectors (e.g. energy, water resource management, biotechnology, ICT) but also in more traditional sectors (e.g. new methods of agricultural production, packaging and standardization of food and beverages, methods to penetrate foreign markets).
Requirements for Admission
The requirements for a company's admission to ENA STEP are the following:
|Raised funds||No restriction|
|Financial Statements|| |
No restrictionIn the case of companies that have published financial statements, the statements for the most recent fiscal year must comply with IAS/IFRS standards and have been audited by a Certified Auditor.
|Business Plan||It is drawn up if the company does not have at least two years of previous activity in the sector of economy and the area of business in which it will operate after admission of its shares in ENA.|
% distribution to investing public
|number of persons < 5%||No restriction|
|Tax audit|| |
Statement submitted by the Nominated Adviser regarding the adequacy of provisions recognized in the financial statements and any tax liabilities for the unaudited fiscal years. (for the company and its subsidiaries included in the latest consolidated financial statements)
|Lock-up period|| |
|If a Business Plan is submitted||Shareholders holding greater than or equal to 5% each may transfer a maximum of 25% of the shares they held on the date of admission, during the period of implementation of the Business Plan.|
|If losses have been reported in the two fiscal years prior to admission||Shareholders holding greater than or equal to 5% each may not transfer their shares for a period of one year after admission.|
|Nominated Adviser||Mandatory appointment of a Nominated Adviser at the admission approval stage and retention of the Nominated Adviser for as long as the company remains in ENA STEP.|
|Corporate Governance||Corporate governance practices applied or reference to the corporate governance code adopted.|
Procedure for admission to ENA STEP
1. Appointment of Nominated Adviser
Before a company's shares can be admitted to ΕΝΑ STEP, the company must first appoint an Adviser, selected from the list of ENA Nominated Advisers, which will coordinate and manage the admission process.
2. Preparation of admission file
The admission file is prepared by the Nominated Adviser in cooperation with the company.
3. Application for admission to ENA STEP
The Nominated Adviser and the company jointly submit the application for admission to the Athens Stock Exchange, accompanied by the necessary documentation (Resolution 2).
4. Presentation of the company to the ENA Εvaluation Committee
The Nominated Adviser and the company make a presentation of the company to the ENA Evaluation Committee.
If a company has been admitted to an ATHEX Acceleration Programme, evaluation by the Committee is deemed to be the company's evaluation by the relevant Selection Committee after completion of the final stage of the Acceleration Programme.
5. Approval of admission requirements by ATHEX
ATHEX accepts the application for admission to ΕΝΑ STEP.
6. Conducting of a Private Placement / Public Offering
In order to raise the desired amount of funds, the issuing company conducts a Private Placement of shares to a limited number of investors, or, if it wishes, a Public Offering to the investing public.
7. Start of share trading on ENA STEP
The Nominated Adviser submits to ATHEX the necessary documentation relating to admission and sets the date for the commencement of trading of its shares on ENA STEP.
ENA Resolution 2 details the procedure for admission to ENA STEP.
Fund-raising on admission to ENA STEP
At the stage of admission of shares to ENA STEP, the issuing company invites interest from investors in order to raise the required capital.
Shares are offered to investors through:
- a Private Placement to a limited number of investors, or
- a Public Offering of shares to the investing public, or
- a combination of Private Placement and Public Offering.
After raising funds on admission to ENA STEP, a company may further strengthen its capital position, indicatively by:
- increasing its share capital with pre-emption rights in favour of existing shareholders;
- increasing its share capital with cancellation of pre-emption rights of existing shareholders.
In both the above cases, the relevant decisions are taken by the General Meeting of the company's shareholders.
The regulatory framework consists of the following:
A. ENA Operating Rules
See the Alternative Market Operating Rules
B1. Resolutions on admission to ENA STEP
- Resolution 2 - Procedure and documentation for admission to trading of transferable securities on ENA STEP
- Resolution 3 - Content of Information Document
- Resolution 34 - Electronic Book Building (EBB) Service
B2. Resolutions on matters following admission to ENA STEP
- Resolution 4 - Procedure and documentation for corporate actions of companies admitted to the Alternative Market
- Resolution 7 - Additional information provided by companies admitted to the Alternative Market
Β3. Decisions of the Hellenic Capital Market Commission
If the company chooses to raise capital through a Public Offering of shares, of total value less than €5,000,000, it must publish an Information Document in accordance with the provisions of Decision 12/697/10.11.2014 of the Hellenic Capital Market Commission (HCMC) and submit to Athens Exchange the documentation set out in HCMC Decision 3/398/22.9.2006.
ATHEX charges for a company seeking admission to ENA STEP include:
1. Application fee
A. Payment of €3,000 on submission of the application
B. Companies that have been awarded at business contests will pay the amount of €2,000.
This amount payable regardless of whether the company's shares are admitted to ENA STEP.
2. Single registration fee
A. Payment of €5,000 on admission of shares to ENA STEP.
B. Companies that have been awarded at business contests will pay the amount of €3,500.
The above application fee is offset against the registration fee.
3. Annual subspciption fee
Companies whose shares have been admitted to trading on ENA STEP pay an annual subscription fee, charged quarterly, according to the following scale:
|Capitalization||Quarterly charge||Annual charge|
|Up to €20.000.000||€750||€3.000|
|From €20.000.001 - €40.000.000||€1.250||€5.000|
The minimum annual subscription fee cannot be less than €3,000 , while the maximum fee cannot be higher than €7,000.
See Resolution 5 of the Alternative Market for details of all charges.
4. Fees for registration of securities in the Dematerialized Securities System
An amount equal to 0.01% of the issue value is payable for the registration of shares in the Dematerialized Securities System (DSS).
The issue value is calculated as follows:
- for existing shareholders, the face value of the shares multiplied by the number of shares;
- for the portion of shares resulting from the increase, the offer price per share multiplied by the number of shares.
The minimum registration fee cannot be less than €1,000 , while the maximum fee cannot be higher than €5,000.
See Resolution 1 of ATHEXCSD for details of all charges relating to the registration of securities in the DSS.
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