ALPHA SERVICES AND HOLDINGS S.A.
ANNOUNCEMENT
This release is not an offer of securities for sale in the United States or elsewhere. Neither the shares of Alpha Bank A.E. (the "Company") nor the rights to acquire the same have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. There will be no public offering of the rights or the shares in the United States.
This release and the information contained herein do not constitute and should not be construed as constituting a public offer or solicitation of any offer to buy or subscribe for new shares that the Company is proposing to issue pursuant to its share capital increase or an invitation or solicitation to make offers to purchase or subscribe such shares, as contemplated in Greek Law 3401/2005. Any investment decision to purchase, subscribe or otherwise invest or sell any such Company?s shares should be based exclusively on the information that will be contained in the Company's Prospectus that will be prepared in connection with the offering and the admission of the Company's shares to trading on the Athens Exchange, after it has been approved by the Capital Market Commission and published in accordance with Greek Law 3401/2005.
This release is directed in the United Kingdom solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) (all such persons together being referred to as Relevant Persons). This release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this release must satisfy themselves that it is lawful to do so.
Following the commencement of the Rights Issue, each investor will be representing by transferring any Right, or exercising any Right to subscribe for New Shares that he is either:
(i) not resident or physically present in any of the Member States of the European Economic Area (other than Greece) having implemented the Directive 2003/71/CE; or
(ii) both:
(A) one of the following types of legal entity: (a) a legal entity which is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or (b) a legal entity meeting two or more of the following criteria: (1) an average number of at least 250 employees during the last financial year, (2) a total balance sheet of more than euro 43,000,000; and (3) an annual net turnover of more than euro 50,000,000, as shown in its last annual or consolidated accounts; and
(B) either: (a) acting for his own account; (b) acting for the account of a client that is an entity of a type referred to in (A) above; or (c) acting for the account of a client that is not an entity of a type referred to in (A) where the terms on which he is engaged to act for that client enables him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client.
This release contains certain forward-looking statements. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Alpha Bank A.E. disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.
ANNOUNCEMENT
RIGHTS ISSUE
Alpha Bank A.E. (hereinafter the "Bank") announces that the Board of Directors of the Bank will meet on Monday 19.10.2009, pursuant to a proposal of its Executive Committee which was convened today 16.10.2009 at 17.30, to resolve, among other issues, on the following:
(1) A rights issue (the "Rights Issue") in favour of the current common shareholders of up to Euro 986 million, through a share capital increase in cash up to an amount of Euro 579.5 million, by issuance of up to 123.3 million common, voting, dematerialized shares, of par value Euro 4.70 each, with an issue price equal to Euro 8.00 per newly issued share (the ?New Shares?). The proposed subscription ratio is 3 New Shares for every 10 shares held by existing shareholders. Upon full subscription of the New Shares, the share capital of the Bank will amount to Euro 3,451.1 million divided into 534.3 million common, registered, voting, dematerialized shares and 200 million preference, registered, non-voting, paper and redeemable shares, each of nominal value Euro 4.70 per share.
(2) The execution of a Rights Issue, by way of Board of Directors' resolution, in favour of common shareholders of the Bank, with additional over-subscription rights on their part, pursuant to the authorization assigned to the Board by the Extraordinary General Meeting of Shareholders of the Bank held on 6.6.2006, in application of the provisions of art.13 par. 1 c.l. 2190/1920.
(3) The exclusive use of the proceeds of the Rights Issue for the full redemption of all 200 million registered, non-voting and redeemable preference shares, in paper form, which the Bank issued to the Hellenic Republic, under art. 1 of law 3723/2008, pursuant to a resolution of the Extraordinary General Meeting of the Shareholders dated January 12, 2009.
Furthermore, it is also proposed that the Bank enters into an underwriting agreement with certain international financial institutions, under which these institutions will act as joint bookrunners of the Rights Issue, under terms to be agreed.
The Board of Directors of the Bank, in its meeting of 19.10.2009, will resolve upon the proposal of the Executive Committee as well as on any other terms of the Rights Issue, and all necessary regulatory announcements will ensue.
This release and the information contained herein do not constitute and should not be construed as constituting a public offer or solicitation of any offer to buy or subscribe for new shares that the Company is proposing to issue pursuant to its share capital increase or an invitation or solicitation to make offers to purchase or subscribe such shares, as contemplated in Greek Law 3401/2005. Any investment decision to purchase, subscribe or otherwise invest or sell any such Company?s shares should be based exclusively on the information that will be contained in the Company's Prospectus that will be prepared in connection with the offering and the admission of the Company's shares to trading on the Athens Exchange, after it has been approved by the Capital Market Commission and published in accordance with Greek Law 3401/2005.
This release is directed in the United Kingdom solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) (all such persons together being referred to as Relevant Persons). This release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this release must satisfy themselves that it is lawful to do so.
Following the commencement of the Rights Issue, each investor will be representing by transferring any Right, or exercising any Right to subscribe for New Shares that he is either:
(i) not resident or physically present in any of the Member States of the European Economic Area (other than Greece) having implemented the Directive 2003/71/CE; or
(ii) both:
(A) one of the following types of legal entity: (a) a legal entity which is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or (b) a legal entity meeting two or more of the following criteria: (1) an average number of at least 250 employees during the last financial year, (2) a total balance sheet of more than euro 43,000,000; and (3) an annual net turnover of more than euro 50,000,000, as shown in its last annual or consolidated accounts; and
(B) either: (a) acting for his own account; (b) acting for the account of a client that is an entity of a type referred to in (A) above; or (c) acting for the account of a client that is not an entity of a type referred to in (A) where the terms on which he is engaged to act for that client enables him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client.
This release contains certain forward-looking statements. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Alpha Bank A.E. disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.
ANNOUNCEMENT
RIGHTS ISSUE
Alpha Bank A.E. (hereinafter the "Bank") announces that the Board of Directors of the Bank will meet on Monday 19.10.2009, pursuant to a proposal of its Executive Committee which was convened today 16.10.2009 at 17.30, to resolve, among other issues, on the following:
(1) A rights issue (the "Rights Issue") in favour of the current common shareholders of up to Euro 986 million, through a share capital increase in cash up to an amount of Euro 579.5 million, by issuance of up to 123.3 million common, voting, dematerialized shares, of par value Euro 4.70 each, with an issue price equal to Euro 8.00 per newly issued share (the ?New Shares?). The proposed subscription ratio is 3 New Shares for every 10 shares held by existing shareholders. Upon full subscription of the New Shares, the share capital of the Bank will amount to Euro 3,451.1 million divided into 534.3 million common, registered, voting, dematerialized shares and 200 million preference, registered, non-voting, paper and redeemable shares, each of nominal value Euro 4.70 per share.
(2) The execution of a Rights Issue, by way of Board of Directors' resolution, in favour of common shareholders of the Bank, with additional over-subscription rights on their part, pursuant to the authorization assigned to the Board by the Extraordinary General Meeting of Shareholders of the Bank held on 6.6.2006, in application of the provisions of art.13 par. 1 c.l. 2190/1920.
(3) The exclusive use of the proceeds of the Rights Issue for the full redemption of all 200 million registered, non-voting and redeemable preference shares, in paper form, which the Bank issued to the Hellenic Republic, under art. 1 of law 3723/2008, pursuant to a resolution of the Extraordinary General Meeting of the Shareholders dated January 12, 2009.
Furthermore, it is also proposed that the Bank enters into an underwriting agreement with certain international financial institutions, under which these institutions will act as joint bookrunners of the Rights Issue, under terms to be agreed.
The Board of Directors of the Bank, in its meeting of 19.10.2009, will resolve upon the proposal of the Executive Committee as well as on any other terms of the Rights Issue, and all necessary regulatory announcements will ensue.