THE Eurobank announces that on June 3, 2024, after receiving the relevant supervisory approvals, it purchased a total percentage of 26.1% (107,694,301 shares) in Hellenic Bank for a total price of approximately €275.7 million, i.e. a price of €2.56 per share, as follows:

  • 71,428,572 shares (17.30%) from Poppy S.à.rl for a total price of approximately €182.9 million
  • 6,555,717 shares (1.59%) from investment funds managed by Senvest Management LLC for a total price of approximately €16.8 million
  • 28,023,767 shares (6.79%) from Wargaming Group Limited for a total price of approximately €71.7 million
  • 857,142 shares (0.21%) from the Provident Fund for Executive Directors of Wargaming Group Limited for a total price of approximately €2.2 million
  • 829,103 shares (0.20%) from the Wargaming Group Limited Senior Management Provident Fund for a total consideration of approximately €2.1 million

Prior to the Transaction, Eurobank directly owned 120,559,360 shares, representing 29.20% of the total issued share capital of Hellenic Bank.

Following the Transaction, in accordance with articles 13 and 6(2) of the Public Takeover Bids Law of 2007 of the Republic of Cyprus, L.41(I)/2007, as amended (the “Law”), Eurobank (“Proposer” ) announces the submission of a Mandatory Public Offer (“Public Offer”) to the shareholders of Hellenic Bank for the acquisition of up to 100% of the issued share capital of Hellenic Bank.

The offered consideration for the acquisition of Hellenic Bank shares is €2.56/share and will be paid in cash to all shareholders who accept the Public Offer.

As of the date of this announcement, the total issued share capital of Hellenic Bank consists of 412,805,230 ordinary shares with a nominal value of €0.50 each.

The Offeror, after the Transaction, directly owns 228,253,661 shares representing 55.3% of the total issued share capital of Hellenic Bank.

No shares are held by persons deemed by the Law to be acting in concert with the Proposer and there are no indirect holdings related to the Proposer. As the Offeror holds more than 50% of the voting rights of Hellenic Bank, the Public Offer is not subject to any objections.

The Offeror has made all the necessary arrangements with a banking institution in Cyprus for the payment of the proposed consideration to the shareholders of Hellenic Bank who will accept the Public Offer.

Details and information regarding the Public Offer will be included in the Public Offer Document, which will be prepared in accordance with the provisions of the Law and the relevant instructions of the Cyprus Securities and Exchange Commission (the “Cyprus Securities and Exchange Commission”) in relation to the content of the Public Offer Document.

The Public Offer is subject to the approval of the Public Offer Document by the Capital Market Commission, to which it will be submitted after this announcement, as provided by the Law.

Axia Ventures Group and Citigroup Global Markets Europe AG acted as financial advisors to Eurobank for the Transaction, while Milbank LLP, Ioannidis Dimitriou D.E.P.E., Elias Neocleous & Co LLC and Potamitis Vekris Dik. Company provided legal support.

THE Axia Ventures Group and the Cyprus Investment and Securities Corporation Limited (“CISCO”) are acting as advisors to the Offeror in connection with the Public Offer. In addition, CISCO also acts as an Operating Contractor in accordance with the provisions of the Cyprus Stock Exchange’s (CSE) Code of Conduct 96/2008 as amended.

This announcement is made in accordance with article 6 of the Law and Directive OD41-2007-01 of 2012 of the Capital Market Commission. This announcement is sent to the Capital Market Commission, the CSE, the Athens Stock Exchange and the Board of Directors of Hellenic Bank.