THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT INTENDED FOR PUBLICATION OR

DISTRIBUTION IN THE UNITED STATES OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA, JAPAN, SWITZERLAND, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OF SUCH ANNOUNCEMENT IS CONTRARY TO THE APPLICABLE LAWS OR REGULATION OR WOULD REQUIRE A LICENSE OR REGISTRATION TO THAT END

Athens, July 2, 2021

Successful completion of the Euro 800 million Capital Increase

Alpha Services and Holdings S.A., 100% parent of Alpha Bank SA ("Alpha Bank"), announces that it has successfully completed the offering of 800,000,000 new ordinary shares each of a nominal value of €0.30 to institutional investors pursuant to a private placement outside of Greece ("International Offering") and a public offering retail and qualified investors in Greece ("Public Offering").

Following a three-daybook-building process, and after consultation with the Joint Global Coordinators of the shares offering, the Board of Directors of Alpha Bank set the offer price at Euro 1.00 per New Share. The gross proceeds from the shares offering are expected to reach Euro 800,000,000. The shares offering strengthens Alpha Bank's capital ratios, allowing the Bank to grow dynamically and take advantage of the attractive opportunities in the Greek market, unlocked by the EU Recovery and Resilience Facility.

The International Offering was well oversubscribed with books fully covered on the first day of the offering and with very strong support received from existing shareholders, global long-only institutional investors, and FIG specialists. Existing shareholders were given priority allocation in line with their proportionate shareholding in Alpha Bank, whilst after exhausting priority allocations, new shares were subscribed by long- only accounts - who received approximately 77% of the offer shares in the International Offering. In terms of regional participation, US and UK based investors were allocated the bulk of the offer shares - in aggregate, over 60% of the Institutional Offering which was covered by c.130 Institutional names.

The offering was well received domestically with local institutional investors and more than 10,000 private investors participating in the Public Offering.

The CEO of the Group, Mr. Vassilios Psaltis, stated: "The successful completion of our share offering, which received strong interest from high-quality investors and was oversubscribed, is a clear vote of confidence in the strategic plan of Alpha Bank and the growth prospects for the Greek economy. I would like to thank all of our shareholders, both in Greece and abroad, for their support, and also our employees for their continued devotion to the fulfilment of our strategic goals.

This transaction places Alpha Bank at the forefront of the national effort to rapidly accelerate the growth of the Greek economy through a transformative influx of new investment. We are now well positioned to achieve our ambitious targets and to reciprocate the trust that our shareholders have shown over the past number of years".

Following the certification of payment of the amount of the share capital increase by the Company's Board of Directors, which is expected to take place on or about 8 July 2021, the new shares are expected to be delivered to investors through the ATHEXCSD on or about 12 July 2021 and trading thereof on the Athens Exchange to commence on or about 13 July 2021.

The Company will duly inform the investors of the next steps and the expected timetable until the completion of the process of the share capital increase, with a separate announcement at a later stage.

Goldman Sachs Europe SE and J.P. Morgan AG are acting as Joint Global Coordinators and Joint Bookrunners. Citigroup Global Markets Europe AG is acting as Senior Joint Bookrunner and Barclays Bank Ireland PLC and AXIA Ventures Group Limited are acting as Joint Bookrunners. Alpha Finance Investment Services Single Member S.A., Ambrosia Capital, Euroxx Securities S.A., Optima Bank S.A., Pantelakis Securities S.A., WOOD & Company Financial Services, a.s. are acting as Co-Lead Managers.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT INTENDED FOR PUBLICATION OR

DISTRIBUTION IN THE UNITED STATES OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA, JAPAN, SWITZERLAND, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OF SUCH ANNOUNCEMENT ISCONTRARY TO THE APPLICABLE LAWS OR REGULATION OR WOULD REQUIRE A LICENSE OR REGISTRATION TO THAT END

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase securities 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 announcement is only addressed to investors in Greece. Outside Greece this announcement 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation") (the "Qualified Investors") and such other persons as this announcement may be addressed to on legal grounds, and no person that is not a Qualified Investor may act or rely on this announcement or any of its contents.

In addition, in the United Kingdom, this announcement is only addressed to and directed at persons who are outside the United Kingdom or, if in the United Kingdom, to Qualified Investors, within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as part of its national law by virtue of the European Union (Withdrawal) Act 2018, who are also:

  1. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial
    Promotion) Order 2005 (the "Order");
  2. 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; or
  3. persons that fall within another lawful exemption (all such persons together being referred to as "Relevant Persons").
    Any investment activity to which this announcement relates to will only be available to Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This document is not a prospectus for the purposes of applicable legal framework, including Prospectus Regulation (Regulation (EU) 2017/1129, Delegated Regulation (EU) 2019/979, Delegated Regulation (EU) 2019/980, together with any applicable implementing measures in the relevant home member state under the respective Prospectus Regulation and as such does not constitute, contain or otherwise amount to an offer to sell or the solicitation of an offer to purchase securities, investment advice, general investment recommendation or investment research for the purposes of Directive 2014/65/EU. These materials and the information contained herein are not intended to and shall not constitute a public offer or advertisement of securities in Greece or an invitation to make offers to purchase any securities in Greece within the meaning of Article 2(d) of the Prospectus Regulation and Article 58 of Greek law 4706/2020 or Article 2(k) of the Prospectus Regulation and Article 63 of Greek law 4706/2020. Any investment decision should be made exclusively on the basis of information contained in the prospectus prepared in connection with the offering and the admission of the Company's shares to trading on the Athens Exchange (the "ATHEX"), as the sole legally binding and approved document by the Hellenic Capital Market Commission (the "HCMC") containing information on the Company and the offering of its shares in Greece (the "Prospectus").

The Prospectus is available on the websites of the ATHEX, the HCMC, the Company (www.alphaholdings.gr) and printed copies thereof will be available at the premises of the Company.

In Greece, the New Shares will be offered to Retail and Qualified Investors, as defined in the Prospectus.

None of the Company, Alpha Bank S.A. as the Lead Underwriter, in connection with the Public Offering, and the Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers, in connection with the Institutional Placement, has granted nor grants permission for the offering of New Shares through a financial intermediary, with the exception of offerings by the Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers, nor has granted or grants permission for the offering of shares under circumstances under which they are required to publish a prospectus outside Greece or to issue a supplement to a prospectus for that offer. The Lead Underwriter in relation to the Public Offering, Alpha Bank S.A., as well as the Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers are acting exclusively for the Company and no one else in relation to the proposed transaction. They will not treat any other person as their client in relation to the proposed transaction and will not be liable to anyone other than the Company for providing the protection they provide to their respective clients, nor for providing advice regarding the proposed transaction, the contents of this document or any other transaction arrangement or other matter referred to herein.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT INTENDED FOR PUBLICATION OR

DISTRIBUTION IN THE UNITED STATES OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA, JAPAN, SWITZERLAND, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OF SUCH ANNOUNCEMENT ISCONTRARY TO THE APPLICABLE LAWS OR REGULATION OR WOULD REQUIRE A LICENSE OR REGISTRATION TO THAT END

The contents of this announcement have been prepared by and are the sole responsibility of the Company. None of the Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers, in connection with the Institutional Placement, or the Lead Underwriter, Alpha Bank S.A., 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 the Company, 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 relation to the Institutional Placement, the Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers, and any of their affiliates, may take up a portion of the New 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 the Company or related investments in connection with the offering or otherwise.

Accordingly, references in the international offering memorandum issued by the Company in connection with the Institutional Placement (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 the Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers and any of their affiliates acting as investors for their own accounts. Joint Global Coordinators, Senior Joint Bookrunner, Joint Bookrunners and Co-Lead Managers 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 New Shares in the Combined Offering should be made solely on the basis of the information contained in the final International Offering Memorandum or the Prospectus, depending on the participation in the Institutional Placement or the Public Offering respectively. 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. 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 Combined Offering. The value

of the shares may decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the securities offered for the person concerned.

Attachments

  • Original document
  • Permalink

Disclaimer

Alpha Bank SA published this content on 02 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 July 2021 12:27:10 UTC.