National Bank of Greece SA (the Offeror) announces, pursuant to Regulation (EU) 596/2014 and Greek law 3556/2007, with respect to the voluntary cash tender offers launched on 10 July 2025 (the Offers) to holders of its €500,000,000 2.750% Green Fixed Rate Resettable Unsubordinated MREL Notes due 2026 (the Euro Notes) (ISIN: XS2237982769) and its £200,000,000 8.750% Fixed Rate Resettable Unsubordinated MREL Notes due 2027 (the Sterling Notes) (ISIN: XS2562483441) (together, the Notes and each a Series) each issued by the Offeror that:
The Euro Maximum Acceptance Amount relating to the Euro Notes, which is the maximum nominal amount of Euro Notes the Offeror intends to accept for purchase pursuant to the relevant Offer, has been set at €554,373,731.40. The Offeror will accept for purchase all validly tendered Notes and that the Euro Notes Final Acceptance Amount is equal to €418,108,000 and the Sterling Notes Final Acceptance Amount is equal to £169,066,000 which is equal to €195,626,268.60, subject to the satisfaction of issuance of the New Notes (as defined below) on or prior to the Settlement Date (as defined below). A summary of the results is set out below:
A summary of the results is set out below:
|
Description of the Notes |
ISIN |
Final Acceptance Amount |
Purchase Price |
|
£200,000,000 8.750% Fixed Rate Resettable Unsubordinated MREL Notes due 2027 |
XS2562483441 |
£169,066,000 |
103.730% of the nominal amount of Sterling Notes accepted for purchase |
|
€500,000,000 2.750% Green Fixed Rate Resettable Unsubordinated MREL Notes due 2026 |
XS2237982769 |
€418,108,000 |
100.150% of the nominal amount of Euro Notes accepted for purchase |
The Settlement Date for the Offers is expected to be 21 July 2025.
The Offeror’s €750,000,000 Fixed Rate Resettable Green Unsubordinated MREL Notes due 2029 (the New Notes) are expected to be issued on 21 July 2025.
On the Settlement Date, subject to satisfaction of issuance of the New Notes, the Offeror will pay the relevant Purchase Price Consideration and the relevant Accrued Interest Payment to Noteholders who have validly tendered their Notes for purchase pursuant to the relevant Offer. The relevant Accrued Interest Payment is part of the total consideration under the relevant Offer and is not, for the avoidance of doubt, a payment pursuant to the terms of the Notes.
Notes repurchased by the Offeror pursuant to an Offer will be cancelled following the Settlement Date and the obligations of the Offeror in respect of any such Notes shall be discharged. The aggregate nominal amount of Euro Notes that will remain outstanding after the Settlement Date will be equal to €81,892,000 and the aggregate nominal amount of Sterling Notes that will remain outstanding after the Settlement Date will be equal to £30,934,000.
BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Continental Europe, Intesa Sanpaolo S.p.A, Morgan Stanley Europe SE and Société Générale are acting as Dealer Managers of the Offers.
This announcement does not constitute an invitation to participate in the Tender Offer or the New Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement may be restricted in certain jurisdictions by law.