TIDM0RCU
RNS Number : 6033L
Attica Bank S.A.
27 December 2018
Attica Bank S.A.
NOTICE TO THE HOLDERS
Date: 27 December 2018
EUR100,200,000 6.41 per cent. Tier 2 Subordinated Notes due
2028
issued by
Attica Bank S.A.
(the Issuer)
Series No: 8
(the Notes)
The Issuer accepts responsibility for the information contained
in this notice.
Notice is hereby given that following the agreement of all
Noteholders, the Terms and Conditions relating to the Notes
originally issued on 20 December 2018 (the Issue Date) (the
Original Terms and Conditions) have been amended with effect from
the Issue Date as set out in the Amended Terms and Conditions
relating to the Notes dated 27 December 2018 (the Amended Terms and
Conditions). The changes are set out in Appendix 1 to this notice
and a copy of the Amended Terms and Conditions is set out in
Appendix 2.
Terms and conditions defined in the Amended Terms and Conditions
used herein shall have the same meanings, except where the context
requires otherwise or unless otherwise stated.
Copies of the Prospectus dated 18 December 2018, the Original
Terms and Conditions and the Amended Terms and Conditions and this
Notice are available free of charge at the offices of the Fiscal
and Principal Paying Agent in London below:
Elavon Financial Services DAC, UK Branch
5(th) Floor
125 Old Broad Street
London EC2N 1AR
United Kingdom
For further information, please contact:
Attica Bank S.A.
23 Omirou Street
106 72 Athens
Greece
Fax: +30 210 366 7230
Email: treasury@atticabank.gr
Attention: Treasury Atticabank
DISCLAIMER - INTED ADDRESSEES
Please note that the information contained in the Prospectus may
be addressed to and/or targeted at persons who are residents of
particular countries (specified in the Prospectus) only and is not
intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in the
Prospectus is not addressed. Prior to relying on the information
contained in the Prospectus you must ascertain from the Prospectus
whether or not you are part of the intended addressees of the
information contained therein.
Your right to access this service is conditional upon complying
with the above requirement.
Appendix 1
Changes to the Original Terms and Conditions
The following changes have been made to the Original Terms and
Conditions, with effect from the Issue Date:
1. Condition 3.1 has been deleted in its entirety and replaced with the following:
3.1 Interest Rate and Interest Payment Dates
The Notes bear interest from and including 20 December 2018 (the
Issue Date) at the rate of 6.41 per cent. per annum, payable
semi--annually in arrear in equal instalments on 30 June and 31
December in each year (each an Interest Payment Date). The first
payment (for the period from and including the Issue Date to but
excluding 31 December 2018 and amounting to EUR193.18 per Note)
shall be made on 31 December 2018. The payment in respect of each
period commencing on or after 31 December 2018 (other than for the
last period commencing on 30 June 2028) will amount to EUR3,205 per
Note. The last payment (for the period from and including the 30
June 2028 to but excluding 20 December 2028 (the Maturity Date) and
amounting to EUR3,038.16 per Note) shall be made on the Maturity
Date.
2. Condition 3.3 has been deleted in its entirety and replaced with the following:
3.3 Calculation of Broken Interest
When interest is required to be calculated in respect of a
period of less than a full six months, it shall be calculated on
the basis of Actual/Actual (ISDA), whereby (a) the actual number of
days in the period from and including the date from which interest
begins to accrue to but excluding the date on which it falls due
divided by (b) 365 (or, if any portion of the relevant Interest
Period falls in a leap year, the sum of (I) the actual number of
days in that portion of the Interest Period falling in a leap year
divided by 366 and (II) the actual number of days in that portion
of the Interest Period falling in a non-leap year divided by 365).
The resultant figure is rounded to the nearest cent (half a cent
being rounded upwards).
In this Condition 3.3, Interest Period means the period from
(and including) an Interest Payment Date (or the Issue Date) to
(but excluding) the next (or first) Interest Payment Date or the
relevant payment date if the Notes become payable on a date other
than an Interest Payment Date.
All other terms and conditions of the Original Terms and
Conditions remain unchanged.
Appendix 2
Amended Terms and Conditions
These amended Terms and Conditions dated 27 December 2018 amend
and restate the original Terms and Conditions in respect of the
Series 8 Notes originally issued on 20 December 2018.
The following is the text of the Conditions of the Notes which
(subject to modification) will be endorsed on each Note in
definitive form:
The EUR100,200,000 6.41 per cent. Tier 2 Subordinated Notes due
2028 (the Notes) of Attica Bank S.A. (the Issuer) are issued
subject to and with the benefit of an Agency Agreement dated 20
December 2018 (such agreement as amended and/or supplemented and/or
restated from time to time, the Agency Agreement) made between the
Issuer, Elavon Financial Services DAC, UK Branch as fiscal agent
and principal paying agent (the Fiscal Agent) and the other initial
paying agents named in the Agency Agreement (together with the
Fiscal Agent, the Paying Agents). The holders of the Notes (the
Noteholders) and the holders of the interest coupons appertaining
to the Notes (the Couponholders and the Coupons respectively) are
entitled to the benefit of a Deed of Covenant (the Deed of
Covenant) dated 20 December 2018 and made by the Issuer. The
original of the Deed of Covenant is held by the Common Safekeeper
for Euroclear (as defined below) and Clearstream, Luxembourg (as
defined below).
The statements in these Conditions include summaries of, and are
subject to, the detailed provisions of and definitions in the
Agency Agreement. Copies of the Agency Agreement and the Deed of
Covenant are available for inspection during normal business hours
by the Noteholders and Couponholders at the specified office of
each of the Paying Agents. The Noteholders and the Couponholders
are entitled to the benefit of, are bound by, and are deemed to
have notice of, all the provisions of the Agency Agreement and the
Deed of Covenant applicable to them. References in these Conditions
to the Fiscal Agent and the Paying Agents shall include any
successor appointed under the Agency Agreement.
1. Form, Denomination and Title
1.1 Form and Denomination
The Notes are in bearer form, serially numbered, in the
denomination of EUR100,000 each with Coupons attached on issue.
1.2 Title
Title to the Notes and to the Coupons will pass by delivery.
1.3 Holder Absolute Owner
The Issuer and any Paying Agent will (except as otherwise
required by law) deem and treat the bearer of any Note or Coupon as
the absolute owner for all purposes (whether or not the Note or
Coupon shall be overdue and notwithstanding any notice of ownership
or writing on the Note or Coupon or any notice of previous loss or
theft of the Note or Coupon) and shall not be required to obtain
any proof thereof or as to the identity of such bearer.
2. Status and Subordination
2.1 Status
The Notes and the Coupons are direct, unsecured and subordinated
obligations of the Issuer and rank at all times pari passu, without
any preference among themselves.
2.2 Subordination
The claims of the Noteholders will be subordinated to the claims
of Senior Creditors of the Issuer (as defined below) in that
payments of principal and interest in respect of the Notes (whether
in the winding-up, including placement under liquidation in
accordance with article 145 of Greek law 4261/2015, as in force, of
the Issuer or otherwise) will be conditional upon the Issuer being
solvent at the time of payment by the Issuer and in that no
principal or interest shall be payable in respect of the Notes
(whether in the winding-up, including placement under liquidation
in accordance with article 145 of Greek law 4261/2015, as in force,
of the Issuer or otherwise) except to the extent that the Issuer
could make such payment and still be solvent immediately
thereafter. For this purpose, the Issuer shall be considered to be
solvent if it can pay principal and interest in respect of the
Notes and still be able to pay its outstanding debts to Senior
Creditors of the Issuer which are due and payable.
Senior Creditors of the Issuer means creditors of the Issuer (a)
who are unsubordinated creditors of the Issuer, or (b) who are
subordinated creditors of the Issuer whose claims are expressed to
rank in priority to the claims of the Noteholders (whether only in
the winding-up, including placement under liquidation in accordance
with article 145 of Greek law 4261/2015, as in force, of the Issuer
or otherwise).
In the case of dissolution, liquidation, special liquidation
and/or bankruptcy (as the case may be and to the extent applicable)
of the Issuer, the Noteholders will only be paid by the Issuer
after all Senior Creditors of the Issuer have been paid in full and
the Noteholders irrevocably waive any right to be treated equally
with all unsecured, unsubordinated creditors of the Issuer in such
circumstances. Such waiver constitutes a genuine contract
benefitting third parties and, according to article 411 of the
Greek Civil Code, or, as the case may be, any other equivalent
provision of the law applicable to the Notes, creates rights for
Senior Creditors.
2.3 No set-off
Subject to applicable law, no Noteholder may exercise or claim
any right of set-off in respect of any amount owed to it by the
Issuer arising under or in connection with the Notes or thereto,
and each Noteholder shall, by virtue of its subscription, purchase
or holding of any Notes, be deemed to have waived all such rights
of set-off. To the extent that any set-off takes place, whether by
operation of law or otherwise, between: (y) any amount owed by the
Issuer to a Noteholder arising under or in connection with the
Notes; and (z) any amount owed to the Issuer by such Noteholder,
such Noteholder will immediately transfer such amount which is
set-off to the Issuer or, in the event of its winding up,
liquidation or dissolution, the liquidator, administrator or other
relevant insolvency official of the Issuer, to be held on trust for
the Senior Creditors of the Issuer.
3. Interest
3.1 Interest Rate and Interest Payment Dates
The Notes bear interest from and including 20 December 2018 (the
Issue Date) at the rate of 6.41 per cent. per annum, payable
semi--annually in arrear in equal instalments on 30 June and 31
December in each year (each an Interest Payment Date). The first
payment (for the period from and including the Issue Date to but
excluding 31 December 2018 and amounting to EUR193.18 per Note)
shall be made on 31 December 2018. The payment in respect of each
period commencing on or after 31 December 2018 (other than for the
last period commencing on 30 June 2028) will amount to EUR3,205 per
Note. The last payment (for the period from and including the 30
June 2028 to but excluding 20 December 2028 (the Maturity Date) and
amounting to EUR3,038.16 per Note) shall be made on the Maturity
Date.
3.2 Interest Accrual
Each Note will cease to bear interest from and including its due
date for redemption unless, upon due presentation, payment of the
principal in respect of the Note is improperly withheld or refused
or unless default is otherwise made in respect of payment. In such
event, interest will continue to accrue until whichever is the
earlier of:
(a) the date on which all amounts due in respect of such Note have been paid; and
(b) five days after the date on which the full amount of the
moneys payable in respect of such Notes has been received by the
Fiscal Agent and notice to that effect has been given to the
Noteholders in accordance with Condition 10 (Notices).
3.3 Calculation of Broken Interest
When interest is required to be calculated in respect of a
period of less than a full six months, it shall be calculated on
the basis of Actual/Actual (ISDA), whereby (a) the actual number of
days in the period from and including the date from which interest
begins to accrue to but excluding the date on which it falls due
divided by (b) 365 (or, if any portion of the relevant Interest
Period falls in a leap year, the sum of (I) the actual number of
days in that portion of the Interest Period falling in a leap year
divided by 366 and (II) the actual number of days in that portion
of the Interest Period falling in a non-leap year divided by 365).
The resultant figure is rounded to the nearest cent (half a cent
being rounded upwards).
In this Condition 3.3, Interest Period means the period from
(and including) an Interest Payment Date (or the Issue Date) to
(but excluding) the next (or first) Interest Payment Date or the
relevant payment date if the Notes become payable on a date other
than an Interest Payment Date.
4. Payments
4.1 Payments in respect of Notes
Payments of principal and interest in respect of each Note will
be made against presentation and surrender (or, in the case of part
payment only, endorsement) of the Note, except that payments of
interest due on an Interest Payment Date will be made against
presentation and surrender (or, in the case of part payment only,
endorsement) of the relevant Coupon, in each case at the specified
office outside the United States of any of the Paying Agents.
4.2 Method of Payment
Payments will be made by credit or transfer to a euro account
(or any other account to which euro may be credited or transferred)
specified by the payee or, at the option of the payee, by euro
cheque.
4.3 Missing Unmatured Coupons
Each Note should be presented for payment together with all
relative unmatured Coupons, failing which the full amount of any
relative missing unmatured Coupon (or, in the case of payment not
being made in full, that proportion of the full amount of the
missing unmatured Coupon which the amount so paid bears to the
total amount due) will be deducted from the amount due for payment.
Each amount so deducted will be paid in the manner mentioned above
against presentation and surrender (or, in the case of part payment
only, endorsement) of the relative missing Coupon at any time
before the expiry of 10 years after the Relevant Date (as defined
in Condition 6 (Taxation)) in respect of the relevant Note (whether
or not the Coupon would otherwise have become void pursuant to
Condition 7 (Prescription)) or, if later, five years after the date
on which the Coupon would have become due, but not thereafter.
4.4 Payments subject to applicable laws
Payments in respect of principal and interest on the Notes are
subject in all cases to any fiscal or other laws and regulations
applicable in the place of payment, but without prejudice to the
provisions of Condition 6 (Taxation).
4.5 Payment only on a Presentation Date
A holder shall be entitled to present a Note or Coupon for
payment only on a Presentation Date and shall not, except as
provided in Condition 3 (Interest), be entitled to any further
interest or other payment if a Presentation Date is after the due
date.
Presentation Date means a day which (subject to Condition 7
(Prescription)):
(a) is or falls after the relevant due date;
(b) is a Business Day in the place of the specified office of
the Paying Agent at which the Note or Coupon is presented for
payment; and
(c) in the case of payment by credit or transfer to a euro
account as referred to above, is a TARGET2 Settlement Day.
In this Condition, Business Day means, in relation to any place,
a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in
foreign exchange and foreign currency deposits) in that place and
TARGET2 Settlement Day means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET2)
System is open.
4.6 Initial Paying Agents
The names of the initial Paying Agents and their initial
specified offices are set out at the end of these Conditions. The
Issuer reserves the right at any time to vary or terminate the
appointment of any Paying Agent and to appoint additional or other
Paying Agents provided that:
(a) there will at all times be a Fiscal Agent;
(b) so long as the Notes are listed on any stock exchange or
admitted to listing by any other relevant authority, there will at
all times be at least one Paying Agent (which may be the Fiscal
Agent) having a specified office in the place required by the rules
and regulations of the relevant Stock Exchange or any other
relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction
within Europe, other than the jurisdiction in which the Issuer is
incorporated.
Notice of any variation, termination, appointment and/or of any
changes in specified offices will be given to the Noteholders
promptly by the Issuer in accordance with Condition 10
(Notices).
5. Redemption and Purchase
5.1 Redemption at Maturity
Unless previously redeemed or purchased and cancelled as
provided below, the Issuer will redeem the Notes at their principal
amount on 20 December 2028.
5.2 Redemption for Taxation Reasons
If as a result of any change in, or amendment to, the laws,
regulations or rulings of the Hellenic Republic or of any political
subdivision thereof or any authority or agency therein or thereof
having power to tax, or any change in the application or official
interpretation or administration of any such laws, regulations or
rulings which change becomes effective on or after the Issue
Date:
(a) on the next Interest Payment Date the Issuer would be
required to pay additional amounts as provided or referred to in
Condition 6 (Taxation); or
(b) interest payments under or with respect to the Notes are no
longer (partly or fully) deductible by the Issuer for tax purposes
in the Hellenic Republic,
the Issuer may at its option (subject to Condition 5.7
(Conditions to Redemption and Purchase)), having given not less
than 30 nor more than 60 days' notice to the Noteholders in
accordance with Condition 10 (Notices) (which notice shall be
irrevocable), redeem all the Notes, but not some only, at any time
at their principal amount together with accrued interest (if any)
thereon to but excluding the date of redemption, provided that, in
the case of (a) above, no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Issuer
would be obliged to pay such additional amounts, were a payment in
respect of the Notes then due.
Any redemption of the Notes in accordance with this Condition
5.2 is subject, in each case, to the Issuer demonstrating to the
satisfaction of the Relevant Regulator that such change in tax
treatment of the Notes is material and was not reasonably
foreseeable at the time of their issuance.
For the purposes of these Conditions:
Relevant Regulator means the Bank of Greece or such other body
(including without limitation the European Central Bank) or
authority having primary supervisory authority with respect to the
Issuer and/or the Group.
5.3 Redemption Following the Occurrence of a Capital Disqualification Event
If a Capital Disqualification Event has occurred and is
continuing, the Issuer may (subject to Condition 5.7 (Conditions to
Redemption and Purchase)), at its option having given no less than
30 nor more than 60 days' notice to the Noteholders in accordance
with Condition 10 (Notices) (which notice shall be irrevocable),
redeem all (but not some only) of the outstanding Notes at their
principal amount, together with accrued interest (if any) thereon
to but excluding the date for redemption.
For the purposes of these Conditions:
BRRD means Directive 2014/59/EU establishing a framework for the
recovery and resolution of credit institutions and investment
firms, as amended or replaced from time to time.
A Capital Disqualification Event will occur if at any time, on
or after the Issue Date, there is a change in the regulatory
classification of the Notes that results or would be likely to
result in (i) the exclusion of the Notes in whole or, to the extent
not prohibited by the Capital Regulations, in part from the Tier 2
Capital of the Issuer and/or the Group; and/or (ii) their
reclassification, in whole or, to the extent not prohibited by the
Capital Regulations, in part, as a lower quality form of regulatory
capital of the Issuer and/or the Group, in each case other than
where such exclusion or reclassification is only the result of any
applicable limitation on such capital and provided (x) the Relevant
Regulator considers that such change in the regulatory
classification of the Notes is sufficiently certain and (y) the
Issuer demonstrates to the satisfaction of the Relevant Regulator
that such change in the regulatory reclassification of the Notes
was not reasonably foreseeable at the time of their issuance. For
the avoidance of doubt, any amortisation of the Notes pursuant to
Article 64 of the Regulation (EU) No. 575/2013 of the European
Parliament and of the Council of June 26, 2013 on prudential
requirements for credit institutions and investment firms amending
Regulation (EU) No. 648/2012, (or any equivalent or successor
provision) shall not comprise a Capital Disqualification Event.
Capital Regulations means at any time the laws, regulations,
requirements, guidelines and policies relating to capital adequacy,
resolution and/or solvency applicable to the Issuer including,
without limitation to the generality of the foregoing, the BRRD,
CRD IV and those laws, regulations, requirements, guidelines and
policies of the Relevant Regulator relating to capital adequacy,
resolution and/or solvency of credit institutions then in effect in
the Hellenic Republic (whether or not such requirements, guidelines
or policies have the force of law and whether or not they are
applied generally or specifically to the Issuer and/or the
Group).
CRD IV means any or any combination of the CRD IV Directive, the
CRR and any CRD IV Implementing Measures, all as amended or
supplemented.
CRD IV Directive means Directive 2013/36/EU of the European
Parliament and of the Council of 26 June 2013, as amended or
replaced from time to time.
CRD IV Implementing Measures means any regulatory capital rules
implementing the CRD IV Directive or the CRR which may from time to
time be introduced, including, but not limited to, delegated or
implementing acts (regulatory technical standards) adopted by the
European Commission, national laws and regulations, and regulations
and guidelines issued by the Relevant Regulator, the European
Banking Authority or any other relevant authority, which are
applicable to the Issuer (on a stand-alone basis) or the Group (on
a consolidated basis) and which prescribe the requirements to be
fulfilled by financial instruments for inclusion in the regulatory
capital of the Issuer (on a stand-alone or consolidated basis).
CRR means Regulation (EU) No 575/2013 of the European Parliament
and of the Council of 26 June 2013 on the prudential requirements
for credit institutions and investment firms and amending
Regulation (EU) No 648/2012, as amended or replaced from time to
time.
Group means the Issuer and its subsidiaries and subsidiary
undertakings from time to time.
Tier 2 Capital has the meaning given to it by the Relevant
Regulator from time to time.
5.4 Redemption at the Option of the Issuer
The Issuer may, (subject to Condition 5.7 (Conditions to
Redemption and Purchase)) having given:
(a) not less than 15 nor more than 30 days' notice to the
Noteholders in accordance with Condition 10 (Notices); and
(b) notice to the Fiscal Agent not less than 15 days before the
giving of the notice referred to in (a);
(which notices shall be irrevocable and shall specify the date
fixed for redemption), redeem all (but not some only) of the Notes,
on 20 December 2023 or any date thereafter at their principal
amount together with interest accrued (if any) thereon to but
excluding the date of redemption.
5.5 Purchases
The Issuer or any of its Subsidiaries may (subject to Condition
5.7 (Conditions to Redemption and Purchase)) at any time from and
including 20 December 2023 purchase Notes (provided that all
unmatured Coupons appertaining to the Notes are purchased with the
Notes) in the open market or otherwise and at any price. Notes may
be held, reissued or, at the option of the Issuer, surrendered to
any Paying Agent for cancellation.
For the purposes of these Conditions:
Subsidiary means in relation to any person (the first person) at
any particular time, any other person (the second person):
(a) whose affairs and policies the first person controls or has
power to control, whether by ownership or share capital, contract,
the power to appoint or remove members of the governing body of the
second person or otherwise; or
(b) whose financial statements are, in accordance with
applicable law and generally accepted accounting principles,
consolidated with those of the first person.
5.6 Cancellations
All unmatured Notes and Coupons redeemed or purchased and
surrendered to any Paying Agent for cancellation will be cancelled
forthwith and may not be reissued or resold.
5.7 Conditions to Redemption and Purchase
(a) Any redemption or purchase of Notes in accordance with
Conditions 5.2, 5.3, 5.4 or 5.5 above is subject to:
(i) the Issuer giving notice to the Relevant Regulator and the
Relevant Regulator granting permission to redeem or purchase the
Notes (in each case to the extent, and in the manner, required by
the Capital Regulations); and
(ii) compliance by the Issuer with any alternative or additional
pre-conditions to redemption or purchase, as applicable, set out in
the Capital Regulations, for the time being.
To the extent required by the Capital Regulations, any
modification of these Conditions, the Deed of Covenant or the Notes
(as the case may be), or substitution of the Issuer as principal
debtor under the Coupons, the Deed of Covenant, the Agency
Agreement, (to the extent applicable) the Noteholders' Agency
Agreement or the Notes (as the case may be), in each case pursuant
to Condition 12 (Substitution), will only be permitted if the
Issuer has first given notice to the Relevant Regulator of such
modification or substitution (as the case may be), and the Relevant
Regulator has not objected to such modification or substitution (as
the case may be).
For the avoidance of doubt, the Capital Regulations currently
include the requirements outlined in Articles 63, 77 and 78 of the
CRR, as well as Article 1(a) of Greek law 3723/2008 added through
paragraph 1 of article 80 of Greek law 4484/2017.
5.8 Notices Final
Upon the expiry of any notice as is referred to in paragraph
5.2, 5.3 or 5.4 above the Issuer shall be bound to redeem the Notes
to which the notice refers in accordance with the terms of such
paragraph.
6. Taxation
6.1 Payment without Withholding
All amounts of interest payable by or on behalf of the Issuer in
respect of the Notes and the Coupons will be made free and clear of
and without withholding or deduction for or on account of any
present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the
Hellenic Republic or any political subdivision thereof or any
authority or agency therein or thereof having power to tax, unless
the withholding or deduction of such taxes, duties, assessments or
governmental charges is required by law. In that event, the Issuer
will pay such additional amounts as may be necessary in order that
the net amounts received by the Noteholder after such withholding
or deduction shall equal the respective amounts which would have
been receivable by such Noteholder in the absence of such
withholding or deduction; except that no such additional amounts
shall be payable in relation to any payment in respect of any Note
or Coupon:
(i) the holder of which is liable to such taxes, duties,
assessments or governmental charges in respect of such Note or
Coupon by reason of his having some connection with the Hellenic
Republic other than the mere holding of such Note or Coupon; or
(ii) presented for payment by or on behalf of, a person who is
liable to such taxes, duties, assessments or governmental charges
in respect of such Note or Coupon who would not be liable or
subject to such withholding or deduction if he were to make a
declaration of non-residence or other similar claim for exemption
but fails to do so; or
(iii) presented for payment more than thirty days after the
Relevant Date, except to the extent that the relevant Noteholder
would have been entitled to such additional amounts on presenting
the same for payment on such thirtieth day assuming that day to
have been a day (other than a Saturday or Sunday) on which
commercial banks are open for general business (including dealings
in foreign exchange and foreign currency deposits) in the place of
presentation of the relevant Notes or, as the case may be, Coupon;
or
(iv) presented for payment in the Hellenic Republic.
6.2 Interpretation
(a) For the purposes of these Conditions, the Relevant Date
means, in respect of any payment, the date on which such payment
first becomes due and payable, but if the full amount of the moneys
payable has not been received by the Fiscal Agent on or prior to
such due date, it means the first date on which, the full amount of
such moneys having been so received and being available for payment
to Noteholders, notice to that effect shall have been duly given to
the Noteholders in accordance with Condition 10 (Notices).
(b) If the Issuer becomes subject generally at any time to any
taxing jurisdiction other than or in addition to the Hellenic
Republic references in Condition 5.2 (Redemption for Taxation
Reasons) and Condition 6.1 (Payment without Withholding) to those
jurisdictions shall be construed as references to the Hellenic
Republic and/or to such other jurisdiction(s).
6.3 Additional Amounts
Any reference in these Conditions to any amounts in respect of
the Notes shall be deemed also to refer to any additional amounts
which may be payable under this Condition.
7. Prescription
Notes and Coupons will become void unless presented for payment
within periods of 10 years (in the case of principal) and five
years (in the case of interest) from the Relevant Date in respect
of the Notes or, as the case may be, the Coupons, subject to the
provisions of Condition 4 (Payments).
8. Winding Up
If, otherwise than for the purposes of a reconstruction or
amalgamation on terms previously approved by Extraordinary
Resolution (as defined in the Agency Agreement) of the Noteholders,
an order is made or an effective resolution is passed for the
winding-up of the Issuer, including the placement of the Issuer
under liquidation in accordance with article 145 of Greek law
4261/2014, any Noteholder may, by written notice to the Fiscal
Agent (a Subordinated Default Event), declare such Note to be due
and payable whereupon the same shall become immediately due and
payable at its principal amount together (if appropriate) with
accrued interest (if any) to (but excluding) the date of redemption
unless such Subordinated Default Event shall have been remedied
prior to receipt of such notice by the Fiscal Agent.
9. Replacement of Notes and Coupons
Should any Note or Coupon be lost, stolen, mutilated, defaced or
destroyed it may be replaced at the specified office of the Fiscal
Agent upon payment by the claimant of the expenses incurred in
connection with the replacement and on such terms as to evidence
and indemnity as the Issuer may reasonably require. Mutilated or
defaced Notes or Coupons must be surrendered before replacements
will be issued.
10. Notices
10.1 Notices to the Noteholders
All notices to the Noteholders will be valid if published in a
leading English language daily newspaper published in London. It is
expected that publication in a newspaper will normally be made in
the Financial Times. The Issuer shall also ensure that notices are
duly published in a manner which complies with the rules and
regulations of any stock exchange or other relevant authority on
which the Notes are for the time being listed. Any such notice will
be deemed to have been given on the date of the first publication
or, where required to be published in more than one newspaper, on
the date of the first publication in all required newspapers.
10.2 Notices from the Noteholders
Notices to be given by any Noteholder shall be in writing and
given by lodging the same, together with the relative Note or
Notes, with the Fiscal Agent or, if the Notes are held in a
clearing system, may be given through the clearing system in
accordance with its standard rules and procedures.
11. Meetings of Noteholders and Modification
11.1 Meetings of Noteholders
The Agency Agreement contains provisions for convening meetings
of the Noteholders to consider any matter affecting their
interests, including the modification by Extraordinary Resolution
of any of these Conditions or any of the provisions of the Agency
Agreement. The quorum at any meeting for passing an Extraordinary
Resolution will be one or more persons present holding or
representing more than 50 per cent. in principal amount of the
Notes for the time being outstanding, or at any adjourned such
meeting one or more persons present whatever the principal amount
of the Notes held or represented by him or them, except that at any
meeting the business of which includes any matter defined in the
Agency Agreement as a Basic Terms Modification, including the
modification of certain of these Conditions (including the date of
maturity of the Notes or any date for payment of interest thereon,
reducing or cancelling the amount of principal or the rate of
interest payable in respect of the Notes, altering the currency of
payment of the Notes, altering the provisions of Condition 2
(Status and Subordination) or altering the provisions of Condition
8 (Winding Up)), the necessary quorum for passing an Extraordinary
Resolution will be one or more persons present holding or
representing not less than two-thirds, or at any adjourned meeting
not less than one-third, of the principal amount of the Notes for
the time being outstanding. The Agency Agreement provides that (i)
a resolution passed at a meeting duly convened and held in
accordance with the Agency Agreement by a majority consisting of
not less than three-fourths of the votes cast on such resolution,
(ii) a resolution in writing signed by or on behalf of the holders
of not less than three-fourths in principal amount of the Notes for
the time being outstanding or (iii) consent given by way of
electronic consents through the relevant clearing system(s) (in a
form satisfactory to the Fiscal Agent) by or on behalf of the
holders of not less than three-fourths in principal amount of the
Notes for the time being outstanding, shall, in each case, be
effective as an Extraordinary Resolution of the Noteholders. An
Extraordinary Resolution passed by the Noteholders will be binding
on all Noteholders, whether or not they are present at any meeting
and whether or not they voted on the resolution, and on all
Couponholders.
11.2 Modification
The Fiscal Agent, and the Issuer may agree, without the consent
of the Noteholders or Couponholders, to:
(a) any modification of, the Notes, the Coupons or any of the
provisions of the Agency Agreement which is of a formal, minor or
technical nature or is made to correct a manifest error or to
comply with mandatory provisions of the law, or
(b) any modification (except a Basic Terms Modification (being a
matter in respect of which an increased quorum is required as
mentioned above)) of the Notes, the Coupons or the Agency Agreement
which is not prejudicial to the interests of the Noteholders.
Any modification shall be binding on the Noteholders and the
Couponholders and, unless the Fiscal Agent agrees otherwise, any
modification shall be notified by the Issuer to the Noteholders as
soon as practicable thereafter in accordance with Condition 10
(Notices).
11.3 Condition to Modification
Any modification pursuant to Condition 11.1 (Meetings of
Noteholders) or 11.2 (Modification) above, is subject to Condition
5.7 (Conditions to Redemption and Purchase).
12. Substitution
12.1 Conditions Precedent to Substitution
Subject to Condition 5.7 (Conditions to Redemption and
Purchase), the Issuer may, without the consent of the Noteholders,
be replaced and substituted by any other body corporate as
principal debtor (the Substituted Debtor) in respect of the Notes
provided that:
(a) a deed poll in or substantially in the form scheduled to the
Agency Agreement and such other documents (if any) shall be
executed by the Substituted Debtor as may be necessary to give full
effect to the substitution (together the Documents) and (without
limiting the generality of the foregoing) pursuant to which the
Substituted Debtor shall undertake in favour of each Noteholder to
be bound by the Conditions of the Notes and the provisions of the
Agency Agreement, the Deed of Covenant and the Noteholders' Agency
Agreement (as defined below) as fully as if the Substituted Debtor
had been named in the Notes and the Agency Agreement, the Deed of
Covenant and the Noteholders' Agency Agreement as the principal
debtor in respect of the Notes in place of the Issuer (or any
previous substitute) and pursuant to which the Issuer shall
irrevocably and unconditionally guarantee (subject to the
subordination provision set out in Condition 2.2 (Subordination))
in favour of each Noteholder the payment of all sums payable by the
Substituted Debtor as such principal debtor substantially in the
form of the guarantee contained in the deed poll;
(b) without prejudice to the generality of subparagraph 12.1(a)
above, where the Substituted Debtor is incorporated, domiciled or
resident for taxation purposes in a territory other than the
Hellenic Republic, the Documents shall contain a covenant by the
Substituted Debtor and/or such other provisions as may be necessary
to ensure that each Noteholder has the benefit of a covenant in
terms corresponding to the provisions of Condition 6 (Taxation)
with the substitution for the references to the Hellenic Republic
of references to the territory or territories in which the
Substituted Debtor is incorporated, domiciled and/or resident for
taxation purposes;
(c) the Documents shall contain a warranty and representation by
the Substituted Debtor and the Issuer (i) that each of the
Substituted Debtor and the Issuer has obtained all necessary
governmental and regulatory approvals and consents for such
substitution and for the giving by the Issuer of a guarantee in
respect of the obligations of the Substituted Debtor and for the
performance by each of the Substituted Debtor and the Issuer of its
obligations under the Documents and that all such approvals and
consents are in full force and effect and (ii) that the obligations
assumed by each of the Substituted Debtor and the Issuer under the
Documents are all legal, valid and binding in accordance with their
respective terms;
(d) each stock exchange on which the Notes are listed shall have
confirmed that following the proposed substitution of the
Substituted Debtor the Notes will continue to be listed on such
stock exchange;
(e) the Substituted Debtor shall have delivered to the Fiscal
Agent or procured the delivery to the Fiscal Agent of a legal
opinion from a leading firm of lawyers in the jurisdiction of the
Substituted Debtor to the effect that the documents constitute
legal, valid and binding obligations of the Substituted Debtor,
such opinion to be dated not more than seven days prior to the date
of the substitution of the Substituted Debtor for the Issuer and to
be available for inspection during normal business hours by
Noteholders at the specified office of the Fiscal Agent;
(f) the Issuer shall have delivered to the Fiscal Agent or
procured the delivery to the Fiscal Agent of a legal opinion from a
leading firm of lawyers in the Hellenic Republic to the effect that
the Documents (including the guarantee given by the Issuer in
respect of the Substituted Debtor) constitute legal, valid and
binding obligations of the Issuer, such opinion to be dated not
more than seven days prior to the date of substitution of the
Substituted Debtor for the Issuer and to be available for
inspection during normal business hours by Noteholders at the
specified office of the Fiscal Agent;
(g) the Issuer shall have delivered to the Fiscal Agent or
procured the delivery to the Fiscal Agent of a legal opinion from a
leading firm of English lawyers to the effect that the Documents
(including the guarantee given by the Issuer in respect of the
Substituted Debtor) constitute legal, valid and binding obligations
of the parties thereto under English law, such opinion to be dated
not more than seven days prior to the date of substitution of the
Substituted Debtor for the Issuer and to be available for
inspection during normal business hours by Noteholders at the
specified office of the Fiscal Agent; and
(h) the Substituted Debtor shall have appointed the process
agent appointed by the Issuer in Condition 15 (Governing Law and
Submission to Jurisdiction) or another person with an office in
England as its agent in England to receive service of process on
its behalf in relation to any legal action or proceedings arising
out of or in connection with the Notes.
12.2 Assumption by Substitute Debtor
Upon execution of the Documents as referred to in Condition 12.1
above, the Substituted Debtor shall be deemed to be named in the
Notes as the principal debtor in place of the Issuer (or of any
previous substitute under these provisions) and the Notes shall
thereupon be deemed to be amended to give effect to the
substitution. The execution of the Documents shall operate to
release the Issuer as issuer (or such previous substitute as
aforesaid) from all of its obligations as principal debtor in
respect of the Notes.
12.3 Deposit of Documents
The Documents shall be deposited with and held by the Fiscal
Agent for so long as any Note remains outstanding and for so long
as any claim made against the Substituted Debtor or the Issuer by
any Noteholder in relation to the Notes or the Documents shall not
have been finally adjudicated, settled or discharged. The
Substituted Debtor and the Issuer shall acknowledge in the
Documents the right of every Noteholder to production of the
Documents for the enforcement of any of the Notes or the
Documents.
12.4 Notice of Substitution
Not less than 15 days after execution of the Documents, the
Substituted Debtor shall give notice thereof to the Noteholders in
accordance with Condition 10 (Notices).
13. Noteholders' Agent
The Issuer has appointed a Noteholders' Agent by way of a
written contract (the Noteholders' Agency Agreement) and in
accordance with the provisions of Greek law 3156/2003.
The Noteholders' Agent is a Credit Institution authorised to
offer in the Hellenic Republic the regulated ancillary service of
safekeeping and administration of financial instruments for the
account of clients, including custodianship and related services,
as listed in Section B of Annex I of Greek Law 4514/2018
implementing into Greek law Directive 2014/65/EU of the European
Parliament and of the Council on markets in financial instruments
(MiFID II).
The Noteholders' Agent shall inter alia:
(i) represent the interests of the Noteholders vis-Ã -vis the
Issuer and any third parties;
(ii) co-operate with Euroclear or Clearstream, Luxembourg, for
the registration of the interests of the Noteholders in the
accounts of Euroclear and/or Clearstream, Luxembourg;
(iii) represent, in accordance with the provisions of Greek law
3156/2003, the Noteholders before the competent courts, in relation
to matters concerning the Notes; and
(iv) generally perform any other duties and obligations, as set
in Greek law 3156/2003 and these Conditions.
The meetings of the Noteholders shall be entitled to vary or
terminate the appointment of or replace the Noteholders' Agent in
accordance with the provisions of Greek law 3156/2003 and these
Conditions.
14. Acknowledgement of Statutory Loss Absorption Powers
Notwithstanding and to the exclusion of any other term of the
Notes or any other agreements, arrangements or understanding
between any of the parties thereto, or between the Issuer and the
Noteholders (which, for the purposes of this Condition 14
(Acknowledgement of Statutory Loss Absorption Powers) includes each
holder of a beneficial interest in the Notes), each Noteholder by
its purchase of the Notes will be deemed to acknowledge, accept and
agree, that any liability arising under the Notes may be subject to
the exercise of Statutory Loss Absorption Powers by the Relevant
Resolution Authority and acknowledges, accepts, consents to and
agrees to be bound by:
(i) the effect of the exercise of any Statutory Loss Absorption
Powers by the Relevant Resolution Authority, which exercise
(without limitation) may include and result in any of the
following, or a combination thereof:
(A) the reduction of all, or a portion, of the Relevant Amounts in respect of the Notes;
(B) the conversion of all, or a portion, of the Relevant Amounts
in respect of the Notes into shares, other securities or other
obligations of the Issuer or another person, and the issue to or
conferral on the Noteholder of such shares, securities or
obligations, including by means of an amendment, modification or
variation of the terms of the Notes;
(C) the cancellation of the Notes, or the Relevant Amounts in respect of the Notes; and
(D) the amendment or alteration of the maturity date of the
Notes or the amendment of the amount of interest payable on the
Notes, or the date on which interest becomes payable, including by
suspending payment for a temporary period; and
(ii) the variation of the terms of the Notes, as deemed
necessary by the Relevant Resolution Authority, to give effect to
the exercise of any Statutory Loss Absorption Powers by the
Relevant Resolution Authority.
Relevant Amounts means the outstanding principal amount of the
Notes, together with any accrued but unpaid interest and additional
amounts due on the Notes pursuant to Condition 6 (Taxation).
References to such amounts will include amounts that have become
due and payable, but which have not been paid, prior to the
exercise of any Statutory Loss Absorptions Powers by the Relevant
Resolution Authority.
Relevant Resolution Authority means the resolution authority
with the ability to exercise any Statutory Loss Absorption Powers
in relation to the Issuer.
Statutory Loss Absorption Powers means any write-down,
conversion, transfer, modification, suspension or similar or
related power existing from time to time under, and exercised in
compliance with, any laws, regulations, rules or requirements
applicable to the Issuer, relating to (i) the transposition of the
BRRD and (ii) the instruments, rules and standards created
thereunder, pursuant to which any obligation of the Issuer (or any
affiliate of the Issuer can be reduced, cancelled, modified, or
converted into shares, other securities or other obligations of the
Issuer, or any other person (or suspended for a temporary
period).
15. Governing Law and Submission To Jurisdiction
15.1 Governing Law
The Agency Agreement, the Deed of Covenant, the Notes (except
for Condition 2 (Status and Subordination), Condition 13
(Noteholders' Agent) and Condition 14 (Acknowledgement of Statutory
Loss Absorption Powers)), the Coupons and any non-contractual
obligations arising out of or in connection with the Agency
Agreement, the Deed of Covenant or the Notes and the Coupons are
governed by, and construed in accordance with English law.
Condition 2 (Status and Subordination), Condition 13 (Noteholders'
Agent) and Condition 14 (Acknowledgement of Statutory Loss
Absorption Powers) are governed by, and shall be construed in
accordance with, the laws of the Hellenic Republic and, in the case
of Condition 13 (Noteholders' Agent), Regulation No. 575/2013 of
the European Parliament and of the Council of 26 June 2013.
15.2 Submission to Jurisdiction
(a) Subject to Condition 15.2(c) below, the English courts have
exclusive jurisdiction to settle any dispute arising out of or in
connection with the Notes or the Coupons, including any dispute as
to their existence, validity, interpretation, performance, breach
or termination or the consequences of their nullity and any dispute
relating to any non-contractual obligations arising out of or in
connection with the Notes and/or the Coupons (a Dispute) and each
of the Issuer and any Noteholders and Couponholders in relation to
any Dispute submits to the exclusive jurisdiction of the English
courts.
(b) For the purposes of this Condition, the Issuer waives any
objection to the English courts on the grounds that they are an
inconvenient or inappropriate forum to settle any Dispute.
(c) To the extent allowed by law, the Noteholders and the
Couponholders may, in respect of any Dispute or Disputes, take (i)
proceedings in any other court with jurisdiction; and (ii)
concurrent proceedings in any number of jurisdictions.
15.3 Appointment of Process Agent
The Issuer irrevocably appoints Protopapas Solicitors at its
registered office at Queens House, 180 Tottenham Court Road, London
W1T 7PD, United Kingdom as its agent for service of process in any
proceedings before the English courts in relation to any Dispute
and agrees that, in the event of Protopapas Solicitors being unable
or unwilling for any reason so to act, it will immediately appoint
another person as its agent for service of process in England in
respect of any Dispute. The Issuer agrees that failure by a process
agent to notify it of any process will not invalidate service.
Nothing in this Condition shall affect the right to serve process
in any other manner permitted by law.
15.4 Other Documents
The Issuer has in the Agency Agreement and the Deed of Covenant
submitted to the jurisdiction of the English courts and appointed
an agent in England for service of process, in terms substantially
similar to those set out above.
16. Rights of Third Parties
No rights are conferred on any person under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this
Note, but this does not affect any right or remedy of any person
which exists or is available apart from that Act.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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December 27, 2018 09:55 ET (14:55 GMT)
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