ALPHA BANK A.E. (the Offeror) filed with the Hellenic Capital Market Commission (the HCMC) and the Board of Directors of ALPHA LEASING A.E. (the Company) a draft copy of an Information Circular, as the same is defined in art. 11 of Law 3461/2006, in relation to this voluntary public tender offer (the Tender Offer) for the Company shares.
1. THE OFFEROR
It is the credit institution ALPHA BANK A.E., established and operating as a societe anonyme, under the laws of Greece, having its registered seat in the Municipality of Athens, 40, Stadiou Street, lawfully represented.
2. THE COMPANY THE SHARES WHEREOF ARE THE TENDER OFFER SUBJECT
It is ALPHA LEASING A.E., a company having its registered seat in the Municipality of Athens, at 6, Philellinon Street.
3. ADVISOR TO THE OFFEROR
The company ALPHA FINANCE Α.X.E.Π.Ε.Υ., having its registered seat in the Municipality of Athens, at 5, Merlin Street, will act, under art. 12 of Law 3461/2006, as the Offeror''s Advisor.
4. THE SHARES WHICH ARE THE TENDER OFFER SUBJECT
All common, registered, voting, shares, issued by the Company and accepted to trading on the Athens Exchange, each of a par value equal to Euro 2.77 (the Shares), which the Offeror did not hold on the date of filing this Tender Offer. This Tender Offer shall apply regardless of the number of offered Shares. Note should be taken of the Offeror''s intention to acquire Shares, as of the date hereof till the end of the Tender Offer acceptance period, through the Athens Exchange.
5. MAXIMUM NUMBER OF SHARES WHICH THE OFFEROR IS BOUND TO ACQUIRE
The Offeror undertakes to acquire all offered Shares in an amount up-to 137,088 Shares representing up to 0.35% of the aggregate share capital of, and the voting rights of Shares issued by, the Company.
6. CONSIDERATION TO BE OFFERED
The Offeror will offer for each validly tendered Share a cash consideration in the amount of Euro 6.50. The Offeror will pay the Central Securities Depository charges otherwise incumbent on the accepting shareholders.
7. NUMBER OF SHARES HELD BY THE OFFEROR
On 1 November 2006, the Offeror held 39,447,912 Company Shares or 99.65% of its share capital, in addition to 99.65% of the voting rights (including 420 voting rights emanating from an equal number of pledged Shares).
8. NOTES
The acceptance period will commence upon HCMC approval of the Information Circular, copies whereof and acceptance forms shall be available to the Company shareholders from Alpha Bank branches, in Greece.
Following completion of the Tender Offer, the Offeror will avail itself of the squeeze-out right provided for in art. 27 of Law 3461/2006 to become holder of 100% of the Shares and, thereafter, having observed the requisite formalities, will apply to HCMC to have the Shares de-listed from the Athens Exchange, as per art. 17 of Law 3371/2005.
This voluntary Tender Offer is exclusively addressed to shareholders capable of lawfully accepting it. In particular, this Tender Offer is not, in any way or form (whether in writing or otherwise), addressed, directly or indirectly, in, or to, whichever country where, under its laws, this Tender Offer, or the delivery/distribution of this announcement, is illegal or in breach of any applicable laws, rules or regulations.