NAT. BANK OF GREECE SA
Announcement for the exercise of subscription rights.
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
National Bank of Greece S.A. informs investors that the period for exercising pre-emptive rights in the Bank?s € 607,041,575 share capital increase, which included the issue of 121,408,315 new ordinary registered shares (nominal value of €5.00) each for cash at the offer price of €5,20 each, as well as the issue of 227,640,590 registered non-interest bearing convertible equity notes of nominal value, issue price and conversion price of €5.20 per convertible note representing a total value of €1,183,731,068 ended on 11.10.2010, in line with the Board of Directors' resolution dated 10.09.2010. For the combined offering of the new shares and the convertible equity notes € 3,315,704,345 were offered vis-?-vis € 1,815,054,306 that related to the new shares and convertible equity notes offered, corresponding to an oversubscription of 1.83 times.
Results of the share capital increase as at the end of the pre-emptive rights period
Existing shareholders and other persons who acquired pre-emptive rights during the period in which the rights were traded, exercised pre-emptive rights for 119,302,142 new ordinary registered shares and the amount of € 620,371,138 was paid corresponding to a 98,3% coverage of the total share capital increase. Moreover, over-subscription applications were submitted by holders of pre-emptive rights and subscription applications were submitted by employees and pensioners of the NBG Group, by which a total of 158,795,114 additional shares were applied for, corresponding to an oversubscription of 75.4 times for the remaining new shares following exercise of pre-emptive rights by holders of such rights.
Accordingly, the total number of new ordinary registered shares applied for by (i) those exercising their pre-emptive rights (ii) those who had over-subscription rights and (iii) rights of employees and pensioners of the NBG Group amounted, in aggregate, to 278,097,256 corresponding to € 1,446,105,731 or an oversubscription of 2.3 times vis-a-vis the total of 121,408,315 shares offered, and corresponding to € 607,041,575.
Results of the issue of convertible equity notes as at the end of the pre-emptive rights period
Existing shareholders and other persons who acquired pre-emptive rights during the period in which the rights were traded, exercised pre-emptive rights for 222,655,317 convertible equity notes and the amount of € 1,157,807,648 was paid corresponding to s 97.8% coverage of the total amount of the convertible equity notes issue.
Moreover, over-subscription applications were submitted by holders of pre-emptive rights and subscription applications were submitted by employees and pensioners of the NBG Group, by which a total of 136,882,878 additional convertible equity notes were applied for, corresponding to an oversubscription of 27.5 times for the remaining convertible equity notes following exercise of pre-emptive rights by holders of such rights.
Accordingly, the total number of convertible equity notes applied for by (i) those exercising their pre-emptive rights (ii) those who had over-subscription rights and (iii) rights of employees and pensioners of the NBG Group amounted, in aggregate, to 359,538,195 corresponding to € 1,869,598,614 or an oversubscription of 1.6 times vis-a-vis the total of 227,640,590 convertible notes offered, and corresponding to €1,183,731,068.
The final results of the rights issue and the issue of convertible equity notes, the extent to which demand through the over-subscription process for shares and convertible equity notes and the subscription of employees and pensioners of NBG Group was met, the date the new shares deriving from the share capital increase will be credited to beneficiaries? accounts, and the commencement of trading of such shares on the Athens Exchange shall be communicated to investors in forthcoming announcements by the Bank, in accordance with the approved Prospectus and previous announcements to investors, following the exercise (or non-exercise) by the Hellenic Republic of its pre-emptive right to acquire unsubscribed new registered shares and convertible equity notes in its capacity of preference shareholder in accordance with the law.
United States
This release is not an offer of securities for sale in the United States. The securities discussed in this release have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.
European Economic Area
No offer or invitation to acquire securities of National Bank of Greece S.A. is being made by or in connection with this release. Any such offer will be made solely by means of the Prospectus once it has been approved by the Hellenic Capital Market Commission and published in accordance with Greek law in connection with the public offer in Greece, or outside Greece in reliance upon any exemption set forth in the Prospectus Directive or other applicable law, rule or regulation.
U.K.
This communication 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 communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Greece
This release does not constitute a prospectus or an advertisement for the public offer of securities in Greece, and is not an offer, or an invitation to make offers or to purchase or invest in any securities in Greece. Any investment decision in relation to securities referred to in this release and offered to the public in Greece should be based solely on the information that will be contained in the Prospectus once it has been approved by the Hellenic Capital Market Commission and published in accordance with the law.
Forward-Looking Statements
This release contains certain forward-looking statements. These 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 these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. National Bank of Greece S.A disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.
Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London, Goldman Sachs International, and Morgan Stanley & Co. International plc, each of which is regulated and authorised in the United Kingdom by the FSA, are each acting for National Bank of Greece S.A and for no-one else in connection with the Combined Equity Capital Raising and will not be responsible to anyone other than National Bank of Greece S.A for providing the protections afforded to their respective clients or for providing advice in relation to the Combined Equity Capital Raising, the contents of this announcement and or any matters or arrangements referred to herein or therein.
National Bank of Greece S.A. informs investors that the period for exercising pre-emptive rights in the Bank?s € 607,041,575 share capital increase, which included the issue of 121,408,315 new ordinary registered shares (nominal value of €5.00) each for cash at the offer price of €5,20 each, as well as the issue of 227,640,590 registered non-interest bearing convertible equity notes of nominal value, issue price and conversion price of €5.20 per convertible note representing a total value of €1,183,731,068 ended on 11.10.2010, in line with the Board of Directors' resolution dated 10.09.2010. For the combined offering of the new shares and the convertible equity notes € 3,315,704,345 were offered vis-?-vis € 1,815,054,306 that related to the new shares and convertible equity notes offered, corresponding to an oversubscription of 1.83 times.
Results of the share capital increase as at the end of the pre-emptive rights period
Existing shareholders and other persons who acquired pre-emptive rights during the period in which the rights were traded, exercised pre-emptive rights for 119,302,142 new ordinary registered shares and the amount of € 620,371,138 was paid corresponding to a 98,3% coverage of the total share capital increase. Moreover, over-subscription applications were submitted by holders of pre-emptive rights and subscription applications were submitted by employees and pensioners of the NBG Group, by which a total of 158,795,114 additional shares were applied for, corresponding to an oversubscription of 75.4 times for the remaining new shares following exercise of pre-emptive rights by holders of such rights.
Accordingly, the total number of new ordinary registered shares applied for by (i) those exercising their pre-emptive rights (ii) those who had over-subscription rights and (iii) rights of employees and pensioners of the NBG Group amounted, in aggregate, to 278,097,256 corresponding to € 1,446,105,731 or an oversubscription of 2.3 times vis-a-vis the total of 121,408,315 shares offered, and corresponding to € 607,041,575.
Results of the issue of convertible equity notes as at the end of the pre-emptive rights period
Existing shareholders and other persons who acquired pre-emptive rights during the period in which the rights were traded, exercised pre-emptive rights for 222,655,317 convertible equity notes and the amount of € 1,157,807,648 was paid corresponding to s 97.8% coverage of the total amount of the convertible equity notes issue.
Moreover, over-subscription applications were submitted by holders of pre-emptive rights and subscription applications were submitted by employees and pensioners of the NBG Group, by which a total of 136,882,878 additional convertible equity notes were applied for, corresponding to an oversubscription of 27.5 times for the remaining convertible equity notes following exercise of pre-emptive rights by holders of such rights.
Accordingly, the total number of convertible equity notes applied for by (i) those exercising their pre-emptive rights (ii) those who had over-subscription rights and (iii) rights of employees and pensioners of the NBG Group amounted, in aggregate, to 359,538,195 corresponding to € 1,869,598,614 or an oversubscription of 1.6 times vis-a-vis the total of 227,640,590 convertible notes offered, and corresponding to €1,183,731,068.
The final results of the rights issue and the issue of convertible equity notes, the extent to which demand through the over-subscription process for shares and convertible equity notes and the subscription of employees and pensioners of NBG Group was met, the date the new shares deriving from the share capital increase will be credited to beneficiaries? accounts, and the commencement of trading of such shares on the Athens Exchange shall be communicated to investors in forthcoming announcements by the Bank, in accordance with the approved Prospectus and previous announcements to investors, following the exercise (or non-exercise) by the Hellenic Republic of its pre-emptive right to acquire unsubscribed new registered shares and convertible equity notes in its capacity of preference shareholder in accordance with the law.
United States
This release is not an offer of securities for sale in the United States. The securities discussed in this release have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.
European Economic Area
No offer or invitation to acquire securities of National Bank of Greece S.A. is being made by or in connection with this release. Any such offer will be made solely by means of the Prospectus once it has been approved by the Hellenic Capital Market Commission and published in accordance with Greek law in connection with the public offer in Greece, or outside Greece in reliance upon any exemption set forth in the Prospectus Directive or other applicable law, rule or regulation.
U.K.
This communication 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 communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Greece
This release does not constitute a prospectus or an advertisement for the public offer of securities in Greece, and is not an offer, or an invitation to make offers or to purchase or invest in any securities in Greece. Any investment decision in relation to securities referred to in this release and offered to the public in Greece should be based solely on the information that will be contained in the Prospectus once it has been approved by the Hellenic Capital Market Commission and published in accordance with the law.
Forward-Looking Statements
This release contains certain forward-looking statements. These 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 these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. National Bank of Greece S.A disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.
Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London, Goldman Sachs International, and Morgan Stanley & Co. International plc, each of which is regulated and authorised in the United Kingdom by the FSA, are each acting for National Bank of Greece S.A and for no-one else in connection with the Combined Equity Capital Raising and will not be responsible to anyone other than National Bank of Greece S.A for providing the protections afforded to their respective clients or for providing advice in relation to the Combined Equity Capital Raising, the contents of this announcement and or any matters or arrangements referred to herein or therein.