HFSF successfully completes public offer of 22% of National Bank’s share capital

A public offering by Hellenic Financial Stability Fund of 22% of National Bank of Greece’s equity capital was 8.04 times oversubscribed and the offer price was set at 5.30 euros per share, HFSF said on Friday after completion of a book building process to international and domestic investors.

The announcement said that: “ EUROXX SECURITIES S.A.” as Greek Public Offering Advisor and Coordinator and Lead Underwriter of the Greek Public Offering and “ NATIONAL SECURITIES SINGLE MEMBER S.A.” as Coordinator and Lead Underwriter of the Greek Public Offering in the context of the disposal by the Hellenic Financial Stability Fund (“ HFSF”) of a 22% participation in the share capital of “ National Bank of Greece S.A.”, which corresponds to 201,237,334 existing common, registered, dematerialized, voting shares listed on the Regulated Market of the Athens Stock Exchange, with a nominal value of € 1.00 each in the share capital of NBG, announced that:

1. The Offer Shares were offered in parallel through: (i) a public offering in Greece to Retail Investors and Qualified Investors within the meaning of Article 2(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, in accordance with the Prospectus Regulation, the Delegated Regulations (EU) 2019/980 and 2019/979, the applicable provisions of Law 4706/2020 and the relevant implementing decisions of the Board of Directors of the HCMC. Euroxx Securities S.A. acted as Greek Public Offering Advisor and Greek Public Offering Coordinator and Lead Underwriter and National Securities Single Member S.A. acted as Greek Public Offering Coordinator and Lead Underwriter for the Greek Public Offering; and (ii) outside Greece, (namely, pursuant to a private placement bookbuilding process, which is not a public offer within the meaning of Article 2(d) of the Prospectus Regulation) to (a) in the United States of America persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on, Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended, and (b) outside of the United States, certain other institutional investors in accordance with Regulation S under the U.S. Securities Act. J.P. Morgan SE acted as Lead Global Coordinator for the International Offering. J.P. Morgan SE, Goldman Sachs Bank Europe SE, Morgan Stanley Europe SE, and UBS Europe SE acted as Joint Global Coordinators for the International Offering. BofA Securities Europe SA acted as Bookrunner for the International Offering and AXIA Ventures Group Limited and Euroxx Securities S.A. acted as Co-Lead Managers for the International Offering.

2. The Offering was completed on 16.11.2023. HFSF fully exercised its right to increase the number of offered shares by up to 18,294,303 shares, thus a total of 201,237,334 Offer Shares were offered in the Offering.

3. Pursuant to a decision of the HFSF’s Board of Directors made on 16.11.2023, the offer price of the Offer Shares was set within the price range ( € 5.00 – € 5.44), at € 5.30 per Offer Share.

4. Pursuant to the above decision of the HFSF’s Board of Directors made on 16.11.2023, out of the Offer Shares: (i) 40,247,467 Offer Shares (namely 20% of the totality of the Offer Shares) were allocated to investors who participated in the Greek Public Offering. In particular: a. 24,148,480 Offer Shares (namely 60% of the Offer Shares allocated to the Greek Public Offering) were allocated to Retail Investors; and b. 16,098,987 Offer Shares (namely 40% of the Offer Shares allocated to the Greek Public Offering) were allocated to Qualified Investors. (ii) 160,989,867 Offer Shares (namely 80% of the totality of the Offer Shares) were allocated to investors who participated in the International Offering.

5. Taking into account valid subscriptions only, the total demand that was expressed in the Offering (i.e. in aggregate through the Greek Public Offering and the International Offering) amounted to 1,617,300,838 Offer Shares, exceeding the 201,237,334 Offer Shares to be disposed through the Offering (following full exercise of the Upsize Option by the HFSF), by approximately 8.04 times. More specifically, taking into account valid subscriptions only, the total demand that was expressed in the Greek Public Offering amounted to 87,150,492 Offer Shares, exceeding the 40,247,467 Offer Shares allocated in the Greek Public Offering, by approximately 2.17 times, divided as follows: (a) the demand from the 7,247 purchase applications of Retail Investors submitted in the Greek Public Offering corresponds to 41,487,034 Offer Shares, exceeding the 24,148,480 Offer Shares allocated to this category, by approximately 1.72 times; and (b) the demand from the 89 purchase applications of Qualified Investors submitted in the Greek Public Offering corresponds to 45,663,458 Offer Shares, exceeding the 16,098,987 Offer Shares allocated to this category, by approximately 2.84 times. Consequently, after the completion of the Offering, all Offer Shares were sold.

6. HFSF’s total gross proceeds to be raised from the Offering, before deducting the expenses of the Offering borne by the HFSF, amount to € 1,066,557,870.20.

7. Pursuant to the underwriting agreement, the Greek Public Offering Coordinators and Lead Underwriters had not undertaken any firm commitment to acquire Offer Shares. Furthermore, it is noted that the Greek Public Offering Coordinators and Lead Underwriters did not submit applications to participate in the Greek Public Offering on their own behalf. 8. The expected date on which the Offer Shares will be credited with the investors’ Securities Accounts in accordance with the process set out in the ATHEXCSD Rulebook (the “ Settlement Date”) is set for 21.11.2023. It is noted that the set Settlement Date is dependent upon a number of unforeseeable factors and, therefore, is subject to change. In any case, investors will be informed through a relevant announcement by HFSF.

National Economy and Finance minister

National Economy and Finance Minister Kostis Hatzidakis, commenting on the completion of the public offering said: “The successful completion of the offering of 22% of National Bank’s share capital to international and Greek investors, which was oversubscribed, is a very positive development for National Bank and the banking system of the country. It follows other recent positive developments in the sector, the successive upgrade of the country’s credit rating in the last few months. The transaction was the most successful in the EU during the last three years in terms of demand and the minimising of the discount on the offer price. It is a source of optimism for our banking system and the Greek economy”.