ALPHA BANK A.E. (the Offeror) announces that, on Wednesday 22 November 2006, the Board of Directors of the Hellenic Capital Market Commission (the HCMC) approved the information circular (the Information Circular) in relation to a voluntary public tender offer (the Tender Offer) submitted by the Offeror on 2 November 2006 to the holders of common, registered, voting, shares (the Shareholders and the Shares respectively), issued by ALPHA LEASING A.E. (the Company) to purchase the total outstanding number of Shares, initiated on 3 November 2006 via an announcement posted on the Athens Exchange (the Athex).
The Information Circular
The Information Circular will be posted on the Offeror''s (www.alpha.gr) and the Athex''s (www.ase.gr) web sites, in the daily price bulletin of the Athex, whilst copies can also be procured at no additional cost in all branches of Alpha Bank in Greece (along with the acceptance forms of the Tender Offer), as well as in the offices of ALPHA FINANCE Α.Χ.Ε.Π.Ε.Υ., 5 Merlin street, Athens 10671, (the Advisor), from Friday, 24 November 2006 and throughout the acceptance period of the Tender Offer defined below.
The Acceptance Period
The acceptance period of the Tender Offer (the Acceptance Period) commences on Friday, 24 November 2006 at 8.00 a.m. and concludes on Friday, 22 December 2006 at 2.00 p.m. (Greek time).
The Shares which are the Tender Offer subject
All common, registered, voting, shares, issued by the Company and accepted to trading on the Athens Exchange, each of a par value equal to Euro 2.77 (the Shares), which the Offeror did not hold directly or indirectly on the date of filing this Tender Offer and will not acquire throughout the Acceptance Period, and which, on 1 November 2006 amounted to (a) 39,447,912 Shares representing 99.65% of the Company''s share capital and (b) 99.66% of the voting rights (including 420 voting rights resulting from an equal number of pledged Shares), and which, on 22 November 2006 amounted to 39,450,089 Shares representing 99.66% of the Company''s share capital and voting rights. This Tender Offer shall apply regardless of the number of offered Shares. Note should be taken of the Offeror''s intention to acquire Shares, as of the date hereof till the end of the Tender Offer acceptance period, through the Athens Exchange.
Consideration to be offered
The Offeror will offer for each validly tendered Share a cash consideration in the amount of Euro 6.50. The Offeror will pay the Central Securities Depository charges otherwise incumbent on the accepting Shareholders.
Acceptance process
The acceptance process is duly described in paragraph 2.18 of the Information Circular.
Completion of the Tender Offer
The results of the Tender Offer will be posted in the web site and the daily price bulletin of the Athex within two (2) business days following the conclusion of the Acceptance Period.
Following completion of the Tender Offer, the Offeror will avail itself of the squeeze-out right provided for in art. 27 of Law 3461/2006 to become holder of 100% of the Shares and, thereafter, having observed the requisite formalities, will apply to HCMC to have the Shares de-listed from the Athens Exchange, as per art. 17 of Law 3371/2005.
This voluntary Tender Offer is exclusively addressed to shareholders capable of lawfully accepting it. In particular, this Tender Offer is not, in any way or form (whether in writing or otherwise), addressed, directly or indirectly, in, or to, whichever country where, under its laws, this Tender Offer, or the delivery/distribution of this announcement, is illegal or in breach of any applicable laws, rules or regulations.