772f1cd5-0335-4c16-98bf-f79783114be4.pdf



Alpha Bank announces a targeted Euro 1.66 billion offering of new shares for cash

( ' O f f ering ' ) as a p art of it s Eu ro 2.74 billion Capital Strengthening Plan in order to address

t h e ou t com e of t h e S SM 's Co mp rehen siv e Ass ess men t in Ad v erse Sc ena ri o


Following its decision to call an Extraordinary General Meeting ('EGM') for 14 November 2015 to approve a comprehensive Capital Strengthening Plan ('Capital Plan'), Alpha Bank hereby announces its intention to proceed with an offering of new shares for cash ('Offering') targeting an amount of Euro1.66 billion.


Capital Plan details and expected outcome


The Capital Plan is aimed to cover Alpha Bank's capital needs as recently determined by the SSM's Comprehensive Assessment which, including the Adverse Scenario, amount to Euro 2.74 billion. The Capital Plan consists of:


  • An Offering of new shares for cash targeting Euro 1.66 billion to be completed as an offering through an international bookbuilding to Qualified Investors and other eligible investors, a process expected to be completed on 16 November 20151. Pre-emption rights in the Offering are expected to be abolished at the EGM.

  • Already announced and ongoing Liability Management Exercise ('LME'), which is expected to generate additional capital benefit for an amount of up to Euro 1.1 billion. The expiration of the offer is expected to be on 12 November 2015.

  • Any part of the adverse scenario capital shortfall not addressed by the Offering and LME is expected to result in the provision of State Aid, in the form of precautionary capital support. As a strict statutory precondition to the release of any such precautionary capital support senior, subordinated and hybrid instruments of Alpha Bank, not tendered in the LME, are expected to be converted into equity.


The HFSF will provide the precautionary capital support, if any, at a ratio of 25% new Ordinary Shares and 75% Contingent Convertible Securities ('CoCos'). CoCos are expected to qualify as CET 1 instruments, will bear a coupon of 8% payable in cash or shares, repayable by the issuer at any date (subject to regulatory approval) and convertible at 116% of their nominal value to shares at the capital increase issue price.


1 Subject to acceleration.



The Capital Plan is intended to strengthen Alpha Bank's balance sheet with high-quality capital and to minimise the requirement for State Aid. Upon completion of this exercise, Alpha Bank is expected to have a pro forma Tangible Book Value of Euro 9.3 billion and phased-in CET1 Ratio of 17.7%.


EGM invitation

The Board of Directors of Alpha Bank expects the Capital Strengthening Plan to be approved at the EGM of 14 November 2015. Subsequently, and subject to the EGM's decisions on the proposed reverse stock split, and the issuance of relevant regulatory approvals, settlement and trading of new shares are expected to take place in the week of 23 November 2015.


Syndicate

Citigroup Global Markets Ltd and J.P. Morgan Securities plc are acting as Joint Global Coordinators and, together with Barclays Bank PLC, as Joint Bookrunners. BNP PARIBAS, COMMERZBANK, Nomura International plc and Keefe, Bruyette & Woods, a Stifel Company are acting as Co-Lead Managers. Alpha Finance, Axia Ventures Group and Investment Bank of Greece are acting as Advisors to Alpha Bank.


Athens, November 11, 2015


This document is not an offer of securities for sale in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction in which such offer is unlawful. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the 'Securities Act') or an exemption from registration. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. The securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan.


This document is only addressed to and is only directed at persons in member states of the European Economic Area (the 'EEA') who are 'qualified investors' within the meaning of Article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended by Directive 2010/73/EU together with any applicable implementing measures in any member state of the EEA. In addition, in the United Kingdom, these materials are directed solely at qualified investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (ii) are high net worth entities and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). This document is addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in any member state of the EEA other than the United Kingdom, who are not qualified investors. Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, in the United Kingdom, relevant persons, and in any member state of the EEA other than the United Kingdom, qualified investors.


This document has been prepared on the basis that any offer of shares in any Member State of the European Economic Area ('EEA'), including Greece, will be made pursuant to an exemption under the Prospectus Directive (2003/71/EC, as amended), from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make any offer in that Member State of shares which are the subject of the offering contemplated in this document, may only do so in circumstances in which no obligation arises for Alpha Bank or any of the Joint Global Coordinators to publish a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of Alpha Bank, the Joint Global Coordinators, Joint Bookrunners or Co-Lead Managers have authorised, nor do they authorise, the making of any offer of the shares through any financial intermediary, other than offers made by the Joint Global Coordinators which constitute the final placement of the offering contemplated in this document. None of Alpha Bank or any of the Joint Global Coordinators, Joint Bookrunners or Co-Lead Managers have authorised nor do they authorise, the making of any offer of shares in circumstances in which an obligation arises for them to publish or supplement a prospectus for such offer. Citigroup Global Markets Limited, J.P. Morgan Securities plc and Barclays Bank PLC, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and other members of the syndicate for the offering are acting exclusively for Alpha Bank and no one else in connection with the proposed transaction. They will not regard any other person as their respective clients in relation to the proposed transaction and


will not be responsible to anyone other than Alpha Bank for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed transaction, the contents of this document or any transaction arrangement or other matter referred to herein.


The contents of this announcement have been prepared by and are the sole responsibility of Alpha Bank. None of Citigroup Global Markets Limited, J.P. Morgan Securities plc, Barclays Bank PLC or any other members of the syndicate for the offering or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Alpha Bank, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.


In connection with the offering of the shares, Citigroup Global Markets Limited, J.P. Morgan Securities plc, Barclays Bank PLC, other members of the syndicate for the offering and any of their affiliates, may take up a portion of the shares in the offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts in such shares and other securities of Alpha Bank or related investments in connection with the offering or otherwise. Accordingly, references in the international offering memorandum to be issued by Alpha Bank in connection with the offering (the 'International Offering Memorandum') to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Citigroup Global Markets Limited, J.P. Morgan Securities plc, Barclays Bank PLC, other members of the syndicate for the offering and any of their affiliates acting as investors for their own accounts. Citigroup Global Markets Limited, J.P. Morgan Securities plc, Barclays Bank PLC and the other members of the syndicate for the offering do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.


Any purchase of Alpha Bank's shares in the offering should be made solely on the basis of the information contained in the final International Offering Memorandum. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned.

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