Local view for "http://purl.org/linkedpolitics/eu/plenary/2008-09-03-Speech-3-327"
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"en.20080903.25.3-327"2
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"I should firstly like to underline that the protection of the interests of minority shareholders in listed companies is one of the key objectives of the Community rules on takeover bids. In the event of a change of control in a listed company, all shareholders should be afforded equivalent treatment and minority shareholders should be protected. The Commission is very much attached to this fundamental principle.
Minority shareholders in state-owned companies which are listed are entitled to exactly the same rights as minority shareholders in companies owned by private parties. This principle normally implies that persons acquiring control of a listed company should launch a mandatory bid over the capital held by minority shareholders. However, the Community rules allow Member States to derogate from the mandatory-bid rule in order to take account of circumstances determined at national level.
Greece has made use of this discretion. Its national law foresees that the mandatory-bid rule should not be applicable in certain situations. This includes, in particular, the case where the privatisation process of a company is ongoing. This exemption is general in nature but, as usual, the devil is in the detail.
The Commission does not challenge the fact that the Greek national telecommunications operator, OTE, about which the honourable Member is enquiring, was a state-owned company. Although the state held only 28% of the company, the company was fully controlled by the Government. The real question at issue here is: how long can a privatisation process be ongoing? In the case of OTE, the privatisation procedure appears to be long. In fact, it seems to be very long indeed. The process, which is apparently still ongoing, started 12 years ago. How long can a company be kept out of the scope of application of the mandatory-bid rule of the Takeover Bid Directive? The Greek supervisor, the Hellenic Capital Market Commission, has decided that OTE is still undergoing a privatisation process and that, in consequence, no mandatory bid was necessary.
In conclusion, when Member States derogate from the mandatory-bid rule, they must nevertheless respect the general principle of protection of minority shareholders and ensure that they benefit from a treatment equivalent to that of majority shareholders. I have yet to see how the Greek authorities will ensure such protection in the present case. Therefore I have asked my services to enquire whether such protection has been achieved and to examine whether the rules of the Takeover Bid Directive have been respected by the Greek authorities in this case."@en1
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