This release is not an offer of securities for sale in the United States or elsewhere. Neither the shares of the Bank nor the rights to acquire the same have been or will be registered under the U.S. 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 Bank 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 Bank shares should be based exclusively on the information that will be contained in the Bank's Prospectus prepared in connection with the offering and the admission of the Bank's new shares to trading on the Athens Exchange, as approved by the Board of Directors of the Hellenic Capital Market Commission at its meeting of 4.11.2009 and published in accordance with Greek Law 3401/2005 and Regulation (EC) 809/2004 as well as the Prospectus Supplement which was approved by the Board of Directors of the Hellenic Capital Market Commission at its meeting of 19.11.2009 and published pursuant to this announcement in accordance with Greek Law 3401/2005 and Regulation (EC) 809/2004.
This release is directed solely at persons who (i) are outside the United Kingdom, (ii) 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 ("FPO") or (iii) 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) of the FPO (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.
This release is directed solely at persons who are, and following the commencement of the offering, each investor will be representing by transferring any right, or exercising any right to subscribe for new Bank shares, making use of the Bank's Prospectus and its Supplement(s), 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
((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: (i) an average number of at least 250 employees during the last financial year, (ii) a total balance sheet of more than euro 43,000,000; and (iii) 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; or (b) acting for the account of a client that is an entity of a type referred to in (ii)(A) above; or (c) acting for the account of a client that is not an entity of a type referred to in (ii) (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.
J.P. Morgan Securities Ltd., Merrill Lynch International, Morgan Stanley & Co. International plc, Deutsche Bank AG London Branch, Citigroup Global Markets Limited, Nomura International plc and UBS Limited, each regulated and authorized in the United Kingdom by the Financial Services Authority, are acting for the Bank and for no-one else in connection with the offering and will not be responsible to anyone other than the Bank for providing the protections afforded to their respective clients or for providing advice in relation to the offering, the contents of this announcement or any matters or arrangements referred to herein or therein. Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorized and subject to limited regulation by the Financial Services Authority.
(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. The Bank disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.
(Publication of Prospectus Supplement
(Alpha Bank A.E. (hereinafter the 'Bank'), in accordance with EC Regulation 809/2004 and Greek Law 3401/2005, announces that, as of 20.11.2009, the Greek Prospectus Supplement (hereinafter the 'Supplement'), which was approved by the Hellenic Capital Markets Commission (hereinafter the 'CMC') on 19.11.2009, will be available to investors. The Supplement relates to the Euro 986 million rights issue (hereinafter the 'Rights Issue') in favour of the Bank's existing common shareholders, as decided by the Bank's Board of Directors at its meeting on 19.10.2009 and includes updated important information on the Bank and its Group that has been published since the approval of the Prospectus relating to the Rights Issue by the Board of Directors of the CMC on November 4, 2009, as provided by article 16 of Greek Law 3401/2005 and EC Regulation 809/2004.
According to article 16 of Greek Law 3401/2005, investors who have already agreed to purchase or subscribe for the Bank's new shares (the "New Shares") before the publication of the Supplement, have the right to withdraw from such subscription within 3 working days from the publication of the Supplement.
(The revised expected timetable of the Rights Issue is as follows:
(4.11.2009 Approval of Greek Prospectus by the Board of the CMC
(4.11.2009 Approval of the commencement of trading of the pre-emption rights by the Board of the Athens Exchange
(4.11.2009 Announcement on the Athens Exchange regarding the ex-rights date, period for the exercise of pre-emption rights, and the beginning and end of the period of trading of such rights
(5.11.2009 Publication of Prospectus (posted on the webpages of the Bank, CMC and Athens Exchange)
(6.11.2009 Ex-rights date
(10.11.2009 Confirmation of beneficiaries of pre-emption rights (record date)
(12.11.2009 Pre-emption rights credited to beneficiaries? accounts in the Dematerialized Securities System (SAT)
(12.11.2009 Commencement of trading and exercise period of pre-emption rights
(19.11.2009 Approval of Supplement by the Board of the CMC
(20.11.2009 Publication of Supplement (posted on the webpages of the Bank, CMC and Athens Exchange)
(20.11.2009 End of trading of pre-emption rights
(23.11.2009 Commencement of period for exercise of withdrawal rights
(25.11.2009 End of period for exercise of withdrawal rights
(26.11.2009 End of period for the exercise of pre-emption and over-subscription rights
(30.11.2009 Announcement on the Athens Exchange regarding the take-up of rights and the offering of any unalloted shares
(3.12.2009 Approval of listing of the New Shares by the Board of the Athens Exchange
(3.12.2009 Announcement on the Athens Exchange regarding the commencement of trading of the New Shares
(7.12.2009 Commencement of trading of New Shares
(The above timetable depends on a number of unforeseeable factors and may be subject to change. Additional information regarding the process and timetable of the Rights Issue will be announced to the public as per applicable law. The New Shares will be listed in the Large Capitalization category of the Athens Exchange. The listing and commencement of trading of the New Shares on the Athens Exchange is subject to approval from the Board of Directors of the Athens Exchange.
(The Supplement relating to the Rights Issue, as approved by the Board of Directors of the CMC on 19.11.2009, will be available to the public, in electronic form on the websites of: (i) the Athens Exchange (www.ase.gr), (ii) the Hellenic Capital Markets Commission (www.hcmc.gr) and (iii) Alpha Bank A.E. (www.alpha.gr) in the section 'Investor Relations/Corporate Activity', from 20.11.2009 onwards, as well as in printed form, free of charge, in Branches of the Bank in Greece.
(For further information, shareholders may contact the Shareholders Section of the Bank (tel: +30 210 3265810)
(Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia.