Capital/Financing Update • Dec 18, 2013
Capital/Financing Update
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18 December 2013 Date:
Series No.: 21
Tranche No.: $\mathbf{1}$
EUR 20,000,000,000 Programme for the Issuance of Debt Instruments
guaranteed by The Hellenic Republic
Issue of
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Instruments set forth in the Information Memorandum dated 4 February 2009, as supplemented by the Supplements dated 18 May 2010, 10 December 2010 and 1 June 2011 (together, the "Exempt Information Memorandum") which, for the purposes of the issue of the Instruments, does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (as amended). This document constitutes the Final Terms of the Instruments described herein and must be read in conjunction with the Exempt Information Memorandum. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Exempt Information Memorandum. The Exempt Information Memorandum is available for viewing at the specified office of the Issue and Paying Agent and copies may be obtained, free of charge, from the registered office of the Issuer at 8 Othonos Street, Athens 10557, Greece.
| 1. | Issuer: | Eurobank Ergasias S.A. |
|---|---|---|
| 2. | Guarantor: | The Hellenic Republic |
| The Guarantor has executed a Deed of Guarantee dated on or about 18 December 2013 in respect of the Instruments, a copy of which is available, upon request, from the offices of the Issuer at 8 Othonos Street, Athens 10557, Greece and from the specified office of the Issue and Paying Agent. Copies of the Guarantee Terms incorporated by reference therein are available for inspection at the specified office of the Issue and Paying Agent. |
||
| 3. | Status of the Instruments: | Unsubordinated |
| 4. | Currency: |
EUR
Euro ("EUR")
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(Condition 1.5)
$\mathbf{M}$ .
| 5. | Aggregate Principal Amount of Tranche: | EUR 4,280,000,000 | |
|---|---|---|---|
| 6. | If fungible into an existing Series: | Not Applicable | |
| 7. | Issue Date: Issue Price: |
18 December 2013 100 per cent. of the Aggregate Principal Amount |
|
| 8. | |||
| 9. | Form of Instruments: | Bearer | |
| 10. | (a) | Initially represented by a Temporary Global Instrument or Permanent Global Instrument: |
Instruments will be represented initially by a Temporary Global Instrument |
| (b) | Global Instrument Temporary exchangeable for Permanent Global Instrument: |
Interests in the Temporary Global Instrument will be exchangeable for interests in a Permanent Global Instrument not earlier than forty days after the Issue Date upon certification as to non-U.S. beneficial ownership thereof as required by U.S. Treasury Regulations |
|
| (c) | Permanent Global Instrument exchangeable: |
Interests in the Permanent Global Instrument will be exchangeable for Definitive Instruments only in the circumstances specified in "Provisions Relating to the Instruments Whilst in Global Form" paragraph (B)(4) (a), (b) and (d) only (clearing system failure, Event of Default and at the option of the Issuer) |
|
| (d) | Coupons be attached to to Definitive Instruments: |
Yes | |
| (e) | Talons for future Coupons to be added to Definitive Instruments: (Condition 1.2) |
No | |
| (f) | Definitive Instruments to be in ICMA or successor's format: |
Yes | |
| (g) | New Global Instrument: | Yes | |
| 11. | (a) | Denomination(s): (Condition 1.4) |
EUR 100,000 |
| (b) | Calculation Amount: | EUR 100,000 | |
| 11. | Redenomination: | Not Applicable | |
| 12. | Partly Paid Instruments: (Condition 1.6) |
$\rm No$ |
any other date:
Interest bearing
Floating Rate - 1 Month EURIBOR plus the Relevant Margin
Reuters Screen Page EURIBOR01
$+8.00$ per cent. per annum
Not Applicable
Not Applicable
Not Applicable
18th day of each month from, and including, 18 January 2014 up to, and including, the Maturity Date subject, in each case, to adjustment in accordance with paragraph 22 below.
Interest Period End Dates will correspond with Interest Payment Dates
Not Applicable
London
Actual/360
Issue Date
$\frac{1}{\sqrt{2}}$
| 26. | Interest Determination Date: (Condition 5.9) |
The date falling two TARGET Business Days prior to the commencement of each Interest Accrual Period |
|
|---|---|---|---|
| 27. | Relevant Time: (Condition 5.9) |
11.00 a.m. Brussels time | |
| 28. | Default Interest Rate: (Condition 5.6) |
Condition 5.6 applies | |
| 29. | Calculation Agent: (Condition 5.7) |
Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB |
|
| 30. | Reference Banks: (Condition 5.9) |
Condition 5.9 applies | |
| 31. | Determination Date(s): | Not Applicable | |
| 32. | If non-interest bearing: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 33. | Maturity Date: (Condition 6.1) |
18 December 2015 | |
| 34. | Dates for payment of Instalment Amounts (Instalment Instruments): (Condition 6.1) |
Not Applicable | |
| 35. | Maturity Redemption Amount: (Condition 6.1) |
Outstanding Principal Amount | |
| 36. | Instalment Amounts: (Condition 6.1) |
Not Applicable | |
| 37. | Early Redemption for Taxation Reasons: (Condition 6.2) |
Condition 6.2 applies | |
| Early Redemption Amount (Tax): | Outstanding Principal Amount |
$\bar{\nu}$
Not Applicable
Condition 6.3 applies
Outstanding Principal Amount
Not Applicable
| (e) | Minimum Redemption Amount: (Condition 6.5) |
Not Applicable | |
|---|---|---|---|
| 39. | Optional Early Redemption (Put): (Condition 6.6) |
Not Applicable | |
| 40. | Events of Default: (Condition 7.1) | ||
| (a) | Early Termination Amount: | Outstanding Principal Amount | |
| (b) | Any additional (or modifications to) Events of Default: |
Not Applicable | |
| 41. | Payments: (Condition 9) |
||
| (a) | Unmatured Coupons missing upon Early Redemption: |
Paragraph (ii) of Condition 9A.5 applies | |
| (b) | Specify any modification to the adjustment provisions for payment dates: (Condition 9A.4): |
Not Applicable | |
| 42. | Replacement of Instruments: (Condition 12) |
Condition 12 applies | |
| 43. | Notices: | (Condition 14) | Condition 14 applies |
| DISTRIBUTION | |||
| 44. | Name of Dealer/Lead Manager: | Eurobank Ergasias S.A. 8 Othonos Street Athens 10557 Greece |
|
| 45. | Syndicated: | No | |
| 46. | If syndicated, names of other Dealers/ Managers (if any): |
Not Applicable | |
| 47. | Selling Restrictions: | ||
| United States of America: | Regulation S, Category 2 restrictions apply to the Instruments |
||
| TEFRA D Rules apply | |||
| Other: | As set out in the Information Memorandum | ||
| 48. | Stabilising Institution: | Not Applicable | |
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These Final Terms comprise the final terms required for issue of the Instruments described herein pursuant to the EUR 20,000,000,000 Programme for the Issuance of Debt Instruments of Eurobank Ergasias S.A. guaranteed by The Hellenic Republic.
$\hat{\mathbf{S}}$
The Issuer accepts responsibility for the information contained in these Final Terms.
EUROBANK ERGASIAS S.A. lm? m By: .... Authorised Signatory Dafe:
$2.$
3.
$\mathbf{R}$
| (i) | Listing: | Yes. Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to the Official List of the UK Listing Authority with effect from the Issue Date. |
|
|---|---|---|---|
| (ii) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on the regulated market of the London Stock Exchange with effect from the Issue Date. |
|
| RATINGS | |||
| Ratings: | Not Applicable | ||
| OPERATIONAL INFORMATION | |||
| (i) | ISIN Code: | XS1005221442 | |
| (ii) | Common Code: | 100522144 | |
| (iii) | Any clearing system(s) other than SA/NV Euroclear Bank and société Banking, Clearstream anonyme (together with the address of each such clearing system) and the relevant identification number(s): |
Not Applicable | |
| (iv) | Settlement Procedures: | Customary medium term note settlement and payment procedures apply |
|
| (v) | Delivery: | Delivery against payment | |
| (vi) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | |
| (vii) | Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes. | |
| Note that the designation "Yes" simply means that the Instruments are intended upon issue to be deposited with one of the ICSDs as common safekeeper and |
does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
$\overrightarrow{ }$
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