Eurobank's share holding in Hellenic Bank went to 55.3%, with the Bank announcing the submission of a Mandatory Takeover Bid to the shareholders of Hellenic Bank for the acquisition of up to 100% of the issued share capital of Hellenic Bank. The consideration offered for the acquisition of the shares of Hellenic Bank is €2.56/share, paid in cash to all the shareholders who will accept the Takeover Bid.

Αfter this development, the Cyprus Stock Exchange announced on Tuesday the suspension of trading of the securities of Hellenic Bank Public Company Ltd, "in view of the public bid to the shareholders of Hellenic Bank Public Company Ltd by Eurobank S.A. for the acquisition of up to 100% of the issued share capital of Hellenic Bank Public Company Ltd".

According to its announcement, the suspension will be in effect until 11.30 a.m. of today’s trading session, in order to provide time to inform investors of this proposal.

During the period, the entry of settlement orders (OTC) in the system of the Central Securities Depository / Central Registry in respect of the these titles is also suspended.

According CSE, the decision was taken in accordance with Article 183 of the Securities and Cyprus Stock Exchange Law in order to protect investors.

Eurobank AE, a subsidiary of Eurobank Ergasias Services and Holdings S.A., in its press release announced that on June 3rd 2024, following the receipt of the relevant regulatory approvals, it purchased a total 26.1% stake (107,694,301 shares) in Hellenic Bank Public Company Limited for a total consideration of € 275.7 million, i.e. a price of €2.56 per share, as follows:

- 71,428,572 shares (17.30%) from Poppy S.à.r.l. for a total consideration of ca. €182.9 million;

- 6,555,717 shares (1.59%) from funds managed by Senvest Management LLC for a total consideration of ca. €16.8 million;

- 28,023,767 shares (6.79%) from Wargaming Group Limited for a total consideration of ca. € 71.7 million;

- 857,142 shares (0.21%) from the Provident Fund for the Executive Directors of Wargaming Group Limited for a total consideration of ca. € 2.2 million; and

- 829,103 shares (0.20%) from the Provident Fund for the Senior Management Personnel of Wargaming Group Limited for a total consideration of ca. € 2.1 million.

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

"Following the Transaction, pursuant to Articles 13 and 6(2) of the Takeover Bids Law of 2007 of the Republic of Cyprus, L.41(I)/2007 as amended, Eurobank announces the submission of a Mandatory Takeover Bid to the shareholders of Hellenic Bank for the acquisition of up to 100% of the issued share capital of Hellenic Bank", it adds.

On the date of this announcement, Eurobank continues, the total issued share capital of Hellenic Bank consists of 412,805,230 ordinary shares of nominal value €0.50 each. It adds that, following the transaction, it now directly holds 228,253,661 shares representing 55.3% of the total issued share capital of Hellenic Bank.

"No shares are held by any persons who are considered by the Law as acting in concert with the Offeror and there are no indirect participations related to the Offeror. As the Offeror holds more than 50% of the voting rights, the Takeover Bid is unconditional", it adds.

Eurobank also notes that it has proceeded with all 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 Takeover Bid.

Details and information on the Takeover Bid will be included in the Takeover Bid Document, it notes, which will be prepared pursuant to the provisions of the Law and the relevant directives of the Cyprus Securities and Exchange Commission (“CySEC”) in relation to the content of the Takeover Bid Document.

The Takeover Bid is subject to the approval of the Takeover Bid Document by CySEC, which will be submitted to CySEC following this announcement as provided by the Law, according to Eurobank.

In its press release, the Bank notes that Axia Ventures Group and Citigroup Global Markets Europe AG acted as financial advisors to Eurobank in connection with the Transaction while Milbank LLP, Ioannides Demetriou LLC, Elias Neocleous & Co LLC and PotamitisVekris Law Firm provided legal advice.

Axia Ventures Group and The Cyprus Investment and Securities Corporation Limited (“CISCO”) are acting as advisors to Eurobank in connection with the Takeover Bid. Additionally, CISCO is also acting as the Underwriter Operator pursuant to the provisions of RAA 96/2008 of Cyprus Stock Exchange (“CSE”) as amended.

The announcement was sent to the CySEC, the CSE, the Athens Stock Exchange and the Board of Directors of Hellenic Bank.