NBG » Topics » 1.1. Public Offer

This excerpt taken from the NBG 6-K filed Oct 17, 2007.

1.1. Public Offer


The company under the name “National Bank of Greece S.A.”, with Corporate Registration Number 6062/06/B/86/01 at the Companies Registry of the Ministry of Development and registered seat in the Municipality of Athens (86, Aiolou Street) (the “Offeror” or the “National Bank”) makes this voluntary takeover bid (the “Public Offer”) to holders of common registered shares, each having a nominal value of €2,50, (the “Shareholders” and the “Shares”, respectively) of “THE ETHNIKI”, Hellenic General Insurance Company S.A., with Corporate Registration Number 12840/05/B/86/20 at the Companies Registry of the Ministry of Development and registered seat at the Municipality of Athens (103-105 Siggrou Avenue) (the “Target Company”). The Shares are listed and traded on the Athens Exchange (“ATHEX”).


The Public Offer is being made in accordance with law 3461/2006 on the “Implementation of EU Directive 2004/25/EC on takeover bids” (the “Law”) and upon the terms contained in this Offering Circular.


As at 24 September 2007, the Offeror held directly ninety nine million three hundred and six thousand seven hundred fifteen (99.306.715) Shares, which represented 76,92% of the Target Company’s total paid-up share capital and voting rights as at the above date.


The Public Offer is for all Shares which were not held directly by the Offeror as at 24 September 2007, namely twenty nine million eight hundred thousand and eighty five (29.800.085) Shares, which represented 23,08% of the Target Company’s total paid-up share capital and voting rights at that date (the “Public Offer Shares”). The Offeror intends to acquire the Public Offer Shares together with existing and future rights deriving therefrom, provided that the Public Offer Shares and such rights are free and clear of all encumbrances, pledges, mortgages, restrictions, liens, charges or any other third party rights.


The Offeror intends to purchase Shares in the open market from the day of the announcement of the Public Offer until the end of the Acceptance Period (as defined below) at a price that does not exceed the price of the Public Offer (as defined below). The Public Offer is not subject to a minimum acceptance condition.


The Public Offer shall remain effective irrespective of the number of Public Offer Shares that will have been validly tendered by the end of the Acceptance Period.




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