Alpha Bank AB, Bayerische Hypo- und Vereinsbank AG, EFG Eurobank Ergasias S.A.,
Goldman Sachs International, Piraeus Bank S.A., Banca IMI S.p.A, Barclays Bank PLC, BNP Paribas,
Citigroup Global Markets Ltd, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London
Branch, Emporiki Bank of Greece S.A., HSBC France, ING Bank N.V., J.P. Morgan Securities Ltd.,
Merrill Lynch International, Morgan Stanley & Co. International pic., National Bank of Greece S.A.,
Nomura International pic, The Royal Bank of Scotland pic and Société Générale (the “Managers”)
have, pursuant to a Subscription Agreement dated 16 February 2009 (the “Subscription Agreement”),
jointly and severally agreed with the Republic to subscribe and pay for the Bonds at the issue price of
99.757 per cent, of the principal amount of the Bonds, less a combined management and underwriting
commission of 0.10 per cent, of the principal amount of the Bonds. The Managers are entitled to
terminate the Subscription Agreement in certain circumstances prior to payment to the Republic.
The Bonds have not been and will not be registered under the United States Securities Act of
1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons. The Managers have agreed that they will not offer, sell
or deliver any Bonds within the United States or to U.S. persons, except as permitted by the
Subscription Agreement.
The Bonds may not be offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act, and are being offered and
sold (a) to qualified institutional buyers (“QEBs”), as defined in Rule 144A under the Securities Act in
compliance with Rule 144A and (b) in offshore transactions pursuant to Regulation S under the
Securities Act.
Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not
offer or sell the Bonds other than to QIBs in compliance with Rule 144A or in offshore transactions
pursuant to Regulation S as part of their distribution at any time. Terms used in this paragraph have the
meanings given to them by Regulation S under the Securities Act.
In addition, until 40 days after the commencement of the offering, an offer or sale of Bonds
within the United States by any dealer (whether or not participating in the offering) may violate the
registration requirements of the Securities Act.
Prospective purchasers of the Bonds are hereby notified that the sellers of the Bonds may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Republic is relying, in making this offering, upon an exemption from registration in the
United States under the Securities Act for an offer and sale of securities that does not involve a public
offering. The Bonds are subject to restrictions on transferability and resale and may not be transferred
or resold except as permitted under the Securities Act and applicable state securities laws. Prospective
purchasers of the Bonds should be aware that they may be required to bear the entire financial risk of
the investment for an indefinite period of time. Each purchaser of the Bonds will be deemed, in making
its purchase, to have made certain acknowledgements set forth under “Transfer Restrictions”.
Each Manager has agreed that it has complied and will comply with all applicable provisions
of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the
Bonds in, from or otherwise involving the United Kingdom.
Each Manager has agreed that, to the best of its knowledge and belief, it will comply with all
relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or
delivers the Bonds or has in its possession or distributes any other offering material relating to the
Bonds or any supplement.
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