NBG: Tender offer for the acquisition of covered bonds and hybrid securities
                       National  Bank of Greece S.A. (“NBG”) announces the launch of a voluntary tender  offer (the “Tender Offer”) for the acquisition of any and all of the  outstanding €1,500,000,000 Fixed Rate Series 3 Covered Bonds due 2016  issued by NBG (ISIN: XS0438753294) (the “Covered Bonds”) and of the  €350,000,000 Series A Floating Rate Non-cumulative Guaranteed Non-voting  Preferred Securities (ISIN:XS0172122904), the €350,000,000 Series B  CMS-Linked Non-cumulative Guaranteed Non-voting Preferred Securities  (ISIN: XS0203171755), the US$180,000,000 Series C CMS-Linked  Non-cumulative Guaranteed Non-voting Preferred Securities (ISIN:  XS0203173298), the €230,000,000 Series D CMS-Linked Non-cumulative  Guaranteed Non-voting Preferred Securities (ISIN: XS0211489207), and the  £375,000,000 Series E Fixed/Floating Rate Non-cumulative Guaranteed  Non-voting Preferred Securities (ISIN: XS0272106351) issued by National  Bank of Greece Funding Limited and having the benefit of a subordinated  guarantee of NBG (together, the “Hybrid Securities”, and together with  the Covered Bonds, the “Securities”). 
The Securities are listed on the Official List, and admitted to trading  on the regulated market, of the Luxembourg Stock Exchange, whilst two  series of the Hybrid Securities are also admitted to trading on Euronext  Amsterdam. The Tender Offer, for which the consent of the Bank of  Greece and of the European Commission Directorate General for  Competition have already been granted, is for the total amount  outstanding of the five series of the Hybrid Securities and the Covered  Bonds, with an aggregate nominal value of €1,746,073,000 with respect of  the Securities denominated in Euro, US$86,482,000 with respect to the  Securities denominated in U.S. dollars, and £56,281,000 with respect to  the Securities denominated in Sterling.
The consideration for the acquisition of the Securities is payable in  cash and is equal to 70% in respect of the Covered Bonds, and 45% in  respect of the Hybrid Securities, of the nominal amount of the relevant  series of Securities validly tendered and accepted for purchase pursuant  to the Tender Offer.
It is noted that the acquisition by NBG of any or all of the Securities  (regardless of series) tendered as part of the Tender Offer is subject  to the absolute discretion of NBG, and shall be funded using NBG’s  existing own funds.
Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London  Branch, Merrill Lynch International and Morgan Stanley & Co.  International plc are acting as Dealer Managers of the Tender Offer.
Pursuant to the terms and conditions of the Tender Offer, no public  tender for the acquisition of the Securities will be made in Greece.  Accordingly, the present announcement does not constitute a public offer  to acquire or a solicitation of an offer to sell Securities in Greece.
OFFER AND DISTRIBUTION RESTRICTIONS
The Tender Offer is subject to offer and distribution restrictions in,  amongst other countries, the United States, the United Kingdom, Italy,  the Grand Duchy of Luxembourg, Belgium and France, as more fully set out  in the tender offer memorandum relating to the Tender Offer. The  distribution of this announcement and the tender offer memorandum in  those jurisdictions is restricted by the laws of such jurisdictions.
(capital.gr)
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