Issuer: The Hellenic Republic
Legal Entity Identifier: 2138003EKTMKZ5598902
Issuer Ratings: B1 (Moody’s) / BB- (S&P) / BB (Fitch) / BBL (DBRS). A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Type: Senior Fixed Rate Notes
Format: Regulation S (Category 1) / 144A
Tap Issue Size for Further Notes: €2,500,000,000
Original Issue Size: €3,000,000,000
Original Tenor: 10 years
Issue Date for Further Notes: 9 September 2020 (T+5)
Maturity Date: 18 June 2030
Coupon Dates: 18 June in each year
First Coupon Date: 18 June 2021
Interest Commencement Date: 18 June 2020
Number of Days’ Accrued Interest: 83
Accrued Interest: €8,527,397.26
Form of the Notes: Dematerialised
Denominations: €1,000 and integral multiples in excess thereof
Spread to Benchmark: DBR 0% 02/2030 + 169.50 bps
Spread to Mid-swap Rate: 140bps
Re-offer Yield: 1.187% per annum
Coupon: 1.500% per annum payable in arrear
Issue Price: 102.870%
Listing: Athens Stock Exchange
Clearing: Bank of Greece System for Monitoring Transactions in Book-entry Securities (BOGS)
Law: English Law
Joint Lead Managers: Barclays Bank PLC
Citigroup Global Markets Limited
Intesa Sanpaolo S.p.A.
Morgan Stanley & Co. International plc
Nomura International plc
The Issuer has prepared a preliminary offering circular dated 1 September 2020 (the Preliminary Offering Circular) to which this communication relates. This Pricing Notification is qualified in its entirety by reference to the Preliminary Offering Circular. Before you invest, you should read the Preliminary Offering Circular for more complete information about the Further Notes and this offering. An underwriter or dealer participating in the offering will arrange to send you the Preliminary Offering Circular if you request it.
This Pricing Notification may not be distributed, taken or transmitted in or into the United States, its territories or possessions, Canada, Australia, Japan or any other jurisdiction in which to do so would be unlawful and any forwarding, distribution or reproduction of this announcement in whole or in part is unauthorised. The offering and the distribution of this Pricing Notification may be restricted by law and persons into whose possession this communication or such other information comes should inform themselves about and observe any such restriction.
The information contained herein does not constitute an offer to sell, or a solicitation of an offer to buy, any Further Notes by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. The Further Notes described herein have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Further Notes are being offered, sold or delivered: (a) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act; and (b) in the United States only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (Rule 144A)) in reliance on, and in compliance with, Rule 144A. Each purchaser of Further Notes will be deemed to have acknowledged, agreed and represented the representations and undertakings described in “Subscription and Sale” in the Preliminary Offering Circular and is hereby notified that the offer and sale of Further Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. See “Subscription and Sale” in the Preliminary Offering Circular for information of these and certain further restrictions on offers, sales and transfers of the Further Notes.
This Pricing Notification is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) to whom this Pricing Notification may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as relevant persons). This Pricing Notification must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Pricing Notification relates is available only to relevant persons and will be engaged in only with relevant persons.
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Further Notes described herein and the Further Notes have not been, and will not be, qualified for sale under the securities laws of Canada or any province or territory thereof. The Further Notes may not be offered, sold or distributed, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than pursuant to an exemption from the prospectus requirement and in compliance with, or pursuant to an exemption from, the dealer registration requirements and in compliance with applicable securities laws of Canada or any province or territory thereof.
MiFID II product governance / Retail investors, professional investors and ECPs target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Further Notes has led to the conclusion that: (i) the target market for the Further Notes is eligible counterparties, professional clients and retail clients each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Further Notes are appropriate. Any person subsequently offering, selling or recommending the Further Notes (a distributor) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Further Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
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