NAT. BANK OF GREECE SA
The commencement of the acceptance period in the context of the voluntary takeover bid for the purchase of common registered voting shares of the greek societe anonyme "THE ETHNIKI", HELLENIC GENERAL INSURANCE COMPANY S.A. in consideration for euro 5,50
The Board of Directors of the Capital Markets Commission (the "CMC") approved on Thursday, 11 October 2007 the Offering Circular of the company National Bank of Greece S.A. (the "Offeror") in connection with the voluntary takeover bid (the "Public Offer") for the shares of the Greek societe anonyme "THE ETHNIKI, HELLENIC GENERAL INSURANCE COMPANY S.A. (the "Company"). The Public Offer was submitted by the Offeror according to Law 3461/2006 on the "Implementation of EU Directive 2004/25/EK on takeover bids" (the "Law"). The period, in which the Target Company's shareholders may declare the acceptance of the Public Offer by the submission of the relevant declaration of acceptance to any branch of National Bank of Greece S.A. (the "National Bank"),
- starts on Tuesday, 16 October 2007 at 08:00 a.m., and
- ends on Tuesday, 13 November 2007 at 14:30 p.m.
The acceptance procedure includes two stages:(a) Accepting Shareholders must first address themselves to the initial Operator (as defined in the "Decision No 3/304/10-06-2004 of the Greek Capital Market Commission regulating the operation of the dematerialised securities system", hereafter the "DSS Operation Regulation") of the Tendered Shares whom they will instruct to transfer the number of shares they wish to tender, in order to accept the Public Offer, by using the Security Release procedure of DSS (the "Security Release Procedure"). The initial Operator shall deliver to the Accepting Shareholder a form ("Release Procedure Receipt") indicating the Release Procedure transaction number, the date of the transaction and the number of shares that have been released. The Accepting Shareholder shall also receive from the initial Operator a printout from DSS showing the investor Account and securities Account that the Accepting Shareholder maintains with DSS. (
b) Accepting Shareholders must then proceed to any of the branches of National Bank in Greece, during normal business days and hours, having with them the Release Procedure Receipt, and the printout from the DSS showing the shareholders Investor account data and the securities account with DSS. At the branch (i) they will authorise National Bank to undertake the operation of the Shares by signing a relevant Operation Authorisation, (ii) they will fill in and submit the appropriate document used to receive the shares and then the security Receipt Procedure will be effected for the number of shares for which they have effected the Security Release Procedure by their initial Operator and (iii) they will fill in and sign the Declaration of Acceptance of the Public Offer, in order for the computerised process to be effected and they will receive a valid copy of the Declaration of Acceptance. All the above documents, including the Declaration of Acceptance, must be duly signed by the Accepting Shareholder.
The acceptance procedure is described in detail in section 3 of the Offering Circular. The shareholders of the Company may obtain copies of the Offering Circular, the declaration of acceptance and information regarding its submission procedure from any branch of the National Bank in Greece as of Tuesday, 16 October 2007, and during the acceptance period of the Public Offer or additional information regarding the submission of the declaration of acceptance at the following telephone numbers at the National Bank during working days and hours: (0030) 210 3349681, (0030) 210 3349655 and (0030) 210 3349697.
The results of the Public Offer will be published within two (2) business days from the end of the above acceptance period. Τhe payment of the shareholders who will accept the Public Offer will start at 21 November 2007. Due to the fact that the Offeror, following the submission of the Public Offer, has acquired more than 90% of the Company's shares, it intends to exercise the right of buying out the minority shareholders' shares according to article 27 of the Law in the three months time limit. After the exercise of the right of buying out, the Offeror intends to convene the general meeting of the shareholders of the Target Company, having as item on the agenda the delisting of the Company's shares from the ATHEX.
IMPORTANT NOTICE The Public Offer is being made in accordance with the Law only to shareholders of the Company who may lawfully accept it. The Public Offer is not being made, directly or indirectly to, in or into any country where, under its law, the execution of the Public Offer or the posting or distribution of the Offering Circular is illegal or contravenes any applicable law, rule or regulation, including but not limited to the United States of America (each an "Excluded Territory" and, together, the "Excluded Territories"). Accordingly, copies of the Offering Circular and any related document or materials will not be, mailed or otherwise forwarded, distributed or sent by anybody to, in, into or from the Excluded Territories. It is the responsibility of any Overseas Shareholder wishing to accept the Public Offer to be informed about, and satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Public Offer. If you are an Overseas Shareholder and you are in doubt about your position, you should consult your professional advisor in the relevant overseas jurisdiction.
The Public Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the shares may not be tendered in the offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the offering circular and any other documents or material relating to the Public Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of shares in the Public Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of shares made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. For the purposes of this paragraph, the United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The Public Offer is not being made and will not be made, directly or indirectly, in or into any other country, including into, Canada, Australia or Japan, where, under its law, the execution of the offer or the posting or distribution of the offering circular is illegal or contravenes any applicable law, rule or regulation.
- starts on Tuesday, 16 October 2007 at 08:00 a.m., and
- ends on Tuesday, 13 November 2007 at 14:30 p.m.
The acceptance procedure includes two stages:(a) Accepting Shareholders must first address themselves to the initial Operator (as defined in the "Decision No 3/304/10-06-2004 of the Greek Capital Market Commission regulating the operation of the dematerialised securities system", hereafter the "DSS Operation Regulation") of the Tendered Shares whom they will instruct to transfer the number of shares they wish to tender, in order to accept the Public Offer, by using the Security Release procedure of DSS (the "Security Release Procedure"). The initial Operator shall deliver to the Accepting Shareholder a form ("Release Procedure Receipt") indicating the Release Procedure transaction number, the date of the transaction and the number of shares that have been released. The Accepting Shareholder shall also receive from the initial Operator a printout from DSS showing the investor Account and securities Account that the Accepting Shareholder maintains with DSS. (
b) Accepting Shareholders must then proceed to any of the branches of National Bank in Greece, during normal business days and hours, having with them the Release Procedure Receipt, and the printout from the DSS showing the shareholders Investor account data and the securities account with DSS. At the branch (i) they will authorise National Bank to undertake the operation of the Shares by signing a relevant Operation Authorisation, (ii) they will fill in and submit the appropriate document used to receive the shares and then the security Receipt Procedure will be effected for the number of shares for which they have effected the Security Release Procedure by their initial Operator and (iii) they will fill in and sign the Declaration of Acceptance of the Public Offer, in order for the computerised process to be effected and they will receive a valid copy of the Declaration of Acceptance. All the above documents, including the Declaration of Acceptance, must be duly signed by the Accepting Shareholder.
The acceptance procedure is described in detail in section 3 of the Offering Circular. The shareholders of the Company may obtain copies of the Offering Circular, the declaration of acceptance and information regarding its submission procedure from any branch of the National Bank in Greece as of Tuesday, 16 October 2007, and during the acceptance period of the Public Offer or additional information regarding the submission of the declaration of acceptance at the following telephone numbers at the National Bank during working days and hours: (0030) 210 3349681, (0030) 210 3349655 and (0030) 210 3349697.
The results of the Public Offer will be published within two (2) business days from the end of the above acceptance period. Τhe payment of the shareholders who will accept the Public Offer will start at 21 November 2007. Due to the fact that the Offeror, following the submission of the Public Offer, has acquired more than 90% of the Company's shares, it intends to exercise the right of buying out the minority shareholders' shares according to article 27 of the Law in the three months time limit. After the exercise of the right of buying out, the Offeror intends to convene the general meeting of the shareholders of the Target Company, having as item on the agenda the delisting of the Company's shares from the ATHEX.
IMPORTANT NOTICE The Public Offer is being made in accordance with the Law only to shareholders of the Company who may lawfully accept it. The Public Offer is not being made, directly or indirectly to, in or into any country where, under its law, the execution of the Public Offer or the posting or distribution of the Offering Circular is illegal or contravenes any applicable law, rule or regulation, including but not limited to the United States of America (each an "Excluded Territory" and, together, the "Excluded Territories"). Accordingly, copies of the Offering Circular and any related document or materials will not be, mailed or otherwise forwarded, distributed or sent by anybody to, in, into or from the Excluded Territories. It is the responsibility of any Overseas Shareholder wishing to accept the Public Offer to be informed about, and satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Public Offer. If you are an Overseas Shareholder and you are in doubt about your position, you should consult your professional advisor in the relevant overseas jurisdiction.
The Public Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the shares may not be tendered in the offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the offering circular and any other documents or material relating to the Public Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of shares in the Public Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of shares made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. For the purposes of this paragraph, the United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The Public Offer is not being made and will not be made, directly or indirectly, in or into any other country, including into, Canada, Australia or Japan, where, under its law, the execution of the offer or the posting or distribution of the offering circular is illegal or contravenes any applicable law, rule or regulation.