Period and procedure of voluntary conversion of the contigent capital securities 2 ("CCS 2")
14 June 2019
Hellenic Bank Public Company Limited ("the Bank"), pursuant to the relevant provisions of the Prospectus dated 30 September 2013 ("the Prospectus") in relation to the voluntary conversion of CCS 2 into ordinary shares of the Bank of a nominal value of €0,50 each, announces the following:
(a) Conνersion Period
Pursuant to the terms of the Prospectus, CCS 2 holders may exercise the right to convert the CCS 2 into ordinary shares, during the periods between 15-31 January and 15-31 July of each year ("the Conversion Period") with the fιrst Conversion Period commencing on 15 January 2016 and the last Conversion Period commencing on 15 July 2023. lf the first and/or last date of any Conversion Period is not a business day, then this Conversion Period is deemed to commence on the next working day and/or end on the last working day before that, accordingly.
(b) Upcoming Conversion Period
Pursuant to the terms of the Prospectus the upcoming Conversion Period commences on 15 July 2019 and ends on 31 July 2019.
(c) Conνersion Price
Pursuant to the terms of issue set out in the Prospectus, the conversion price in the event that the holder chooses to convert the CCS 2 into shares shall be equal to the higher of:
- the Voluntary Reported Market Value, that is to say, the average closing price of the last 5 days of trading of the shares of the Bank on the Cyprus Stock Exchange ("CSE") prior to conversion with a 20% discount1;
- the minirnum conversion price of €6,502, and
- the norninal value of the ordinary shares of the Bank at the time.
The minirnurn conversion price is subject to adjustrnent pursuant to the provisions of paragraph 11.C.1 of Part IV/C/111 ofthe Prospectus.
Pursuant to the above the current relevant conversion price, for the period 15 July 2019 -31 July 2019, is €6,50.
ln the event that the price is adjusted, in accordance with the terms of the Prospectus the holders will be informed accordingly through publication in two national newspapers, the website of the Bank (www.hellenicbank.com) and the CSE and CYSEC with relevant announcements.
Pursuant to the terms of the Prospectus:
- the submission of a Voluntary Conversion Application by the holder renders the application for the conversion of CCS 2 into shares irrevocable,
- each (1) CCS 2 provides its holder with the right to convert into ordinary shares of the Bank with voting rights,
- CCS 2 holders may request conversion of CCS 2 into shares of the Bank only on the dates that fall within the Conversion Periods,
- in the event that the conversion results in fractional share rights, no share will be given for any fractions below 0,50, whereas an additional share will be given for any fractions above 0,50 (inclusive).
(e) lnterest accrued οη Conversion
Ιf a CCS 2 holder eχercises the Right to convert, any interest accrued ceases to be calculated and becomes due until the end of the Conversion Period during which the holder has eχercised voluntary conversion, according to the provisions of Paragraph 11.B.(d) of Part IV/C/III of the Prospectus.
(f) Exercising the right
CCS 2 holders may eχercise the right to convert CCS 2 into shares of a nomίnal value of €0,50 each by submittίng a duly completed Conversion App!icatίon during the business days in the Conversion Period, from 08:00 hours to 14:00 hours:
- at any branch of the Bank in Cyprus, or
- at the Shares and Bonds Registry Department of the Bank
For investors outside Cyprus, the right to convert may also be eχercίsed within the aforesaid time !imit and by 14:00 hours of the 31,;1 July 2019 at the latest by sending the application signed by the investor by fax to 00357
22 500 065.
The Conversion App!ication is available:
- on the website of the Bank (www.hellenicbank.com, Ιnvestor Relations - Shareholder lnformation - Prospectuses - 2013 - Latest CCS 1 and CCS2);
- at the Shares and Bonds Registry Depaιiment of the Bank and
- at all branches of the Bank ίπ Cyprus.
At the same time the holder submits a Conversion Application, the hoJder, in consultation with his operator is required to proceed with a "commitment to conveιi" the CCS 2 that he wishes to convert and to notίfy the Shares and Bonds Registry Department of the Bank (e-maΊI: shares@hellenίcbank.com, tel. 00357 22 500 650 and 00357 22 500 794) of the number of the said CCS 2 he wishes to commiι
The CCS 2 to be converted into shares must be cleared and registered in the name of the holder and free of any charge by the date of submitting the Conversion Application at the Jatest.
The Bank, within the deadlines dictated by applicable laws and regulations, shall take all necessary actions to list the New Shares arisίng from the conversίon of CCS 2 on the CSE.
For any clarifications with regard to the CCS 2 conversion procedure into shares, please contact the Shares and Bonds Registry Department of the Bank on 00357 22 500 650 and 00357 22 500 794.
HELLENIC ΒΑΝΚ PUBLIC COMPANY LIMITED
THIS ANNOUNCEMENT DOES ΝΟT CΟΝSTITUTΕ ΑΝ ΙΝVΙΤΑΤΙΟΝ FOR SUBSCRIPTION, PROSPECTUS, ΙΝVΕSTΜΕΝΤ ADVICE OR ΑΝ ENCOURAGEMENT TO INVEST.
THIS ANNOUNCEMENT IS ΝΟT ADDRESSED IΝ ΑΝΥ WAΥ OR FORM (DOCUMENT OR ΟTΗΕR), D/RECTLΥ OR INDIRECTLY, WITHIN OR TO TΗΕ UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR TO ΑΝΥ OTHER COUNTRY WHERE ACCORDING TO ITS LAWS ΤΗΕ CONDUCT OF WHATEVER IS REFERRED το IN THIS ANNOUNCEMENT IS UNLAWFUL OR CONSTITUTES Α BREACH OF ΑΝΥ APPLICABLE LEGISLAΤΙΟΝ, RULE OR REGULATION.