Obligation ERB Hellas Finance 6.75% ( DE000A0DZVJ6 ) en EUR

ERB Hellas Finance

100 % ▲

Grece

DE000A0DZVJ6 ( en EUR )

6.75% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation ERB Hellas Funding DE000A0DZVJ6 en EUR 6.75%, échue

1 000 EUR

200 000 000 EUR

ERB Hellas Funding est une société de financement basée en Grèce, spécialisée dans le financement de projets d'énergie renouvelable et d'efficacité énergétique.

L'Obligation émise par ERB Hellas Finance ( Grece ) , en EUR, avec le code ISIN DE000A0DZVJ6, paye un coupon de 6.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

OFFERING CIRCULAR DATED 16th March, 2005
EFG Hellas Funding Limited
(incorporated with limited liability in Jersey)
e200,000,000 Series A CMS-Linked Non-cumulative Guaranteed
Non-voting Preferred Securities
having the benefit of a subordinated guarantee of
EFG Eurobank Ergasias S.A.
(incorporated with limited liability in the Hellenic Republic)
Issue price: e1,000 per Preferred Security
Unless expressly indicated otherwise, capitalised terms and expressions used herein have the same meaning as given to them
in "Description of the Preferred Securities".
The e200,000,000 Series A CMS-Linked Non-cumulative Guaranteed Non-voting Preferred Securities (the "Preferred Securities")
each with a par value and a liquidation preference of e1,000 (the "Liquidation Preference") are proposed to be issued by EFG
Hellas Funding Limited (the "Issuer") on 18th March, 2005 (the "Closing Date"). All obligations of the Issuer to make payments in
respect of the Preferred Securities will be guaranteed on a subordinated basis by EFG Eurobank Ergasias S.A. (the "Bank")
pursuant to a subordinated guarantee to be dated the Closing Date (the "Guarantee"), all as more fully described herein under
"Subordinated Guarantee".
The Preferred Securities will entitle Holders to receive (subject as described herein under "Description of the Preferred
Securities") non-cumulative preferential cash dividends, payable annually in arrear on 18th March in each year, (each a "Preferred
Dividend Payment Date"). In respect of each Preferred Dividend Period during the period from and including the Closing Date to
but excluding 18th March, 2007, the Preferred Securities will accrue Preferred Dividends at a rate of 6.75 per cent. per annum.
The rate of Preferred Dividends in respect of subsequent Preferred Dividend Periods shall be the sum of the prevailing Reference
Rate and 0.125 per cent. per annum, subject to a maximum rate of 8.00 per cent. per annum.
The Preferred Securities are perpetual securities and have no fixed redemption date. However, the Preferred Securities may be
redeemed, at the option of the Issuer, in whole, but not in part, (1) on the Preferred Dividend Payment Date falling on 18th March,
2010 (the "First Call Date") or on any Preferred Dividend Payment Date falling thereafter or (2) on any Preferred Dividend
Payment Date falling prior to the First Call Date (a) in the event of certain changes in tax law resulting in the Issuer or the Bank
being required to pay Additional Amounts or (b) in the event of certain changes in tax laws, if the Issuer or the Bank, in relation
to the Preferred Securities, the Guarantee and/or any associated transactions is or would be required to pay Jersey Tax (other
than in respect of Jersey source income) or Greek Tax or (c) in the event of a Capital Disqualification Event, in any such case
upon not less than 30 nor more than 60 days' notice, each Preferred Security to be redeemed at the Redemption Price. Any such
redemption is subject to the consent of the Bank and the Bank of Greece.
In the event of a liquidation, dissolution or winding-up of the Issuer, Holders will be entitled to receive, for each Preferred Security,
the Liquidation Preference plus accrued and unpaid Preferred Dividends for the then current applicable Preferred Dividend Period
to the date of payment, as more fully described in "Description of the Preferred Securities".
Application has been or will be made to list the Preferred Securities on the Luxembourg Stock Exchange and the Official Market
of the Frankfurt Stock Exchange (the "Frankfurt Stock Exchange").
In making an investment decision, potential investors should have particular regard to the "Investment Considerations"
on pages 14 to 16 of this Offering Circular.
The Preferred Securities are expected to be rated Baa1 by Moody's Investors Service, BBB- by Standard & Poor's Rating
Services, a division of the McGraw-Hill Companies Inc. and BBB+ by Fitch Ratings Limited. A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating
organisation.
The Preferred Securities will be represented on issue by a single global certificate in registered form (the "Global Certificate"). On
the Closing Date, the Global Certificate will be registered in the name of, and deposited with, Clearstream Banking
Aktiengesellschaft, Frankfurt am Main ("Clearstream Banking Frankfurt"). The Preferred Securities are also eligible for clearing
and settlement through Euroclear Bank S.A./N.V. as operator of the Euroclear system ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") on or around the Closing Date.
Joint Lead Managers
Deutsche Bank
UBS Investment Bank
(Structuring Adviser)
EFG Eurobank Ergasias S.A.
Manager
Emporiki Bank

Each of the Issuer and the Bank, having made all reasonable enquiries, confirms that this
Offering Circular, including any document deemed to be incorporated herein by reference
as provided under "Documents Incorporated by Reference" below, contains all information
with regard to the Issuer, the Bank and the Preferred Securities which is material in the
context of the issuance and offering of the Preferred Securities, that such information
contained or incorporated in this Offering Circular is true and accurate in all material
respects and is not misleading, that the opinions and intentions expressed in this Offering
Circular are honestly held, that there are no other facts the omission of which would make
this Offering Circular or any of such information or the expression of any such opinions or
intentions misleading in any material respect and that each of the Issuer and the Bank
accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation other
than those contained or incorporated by reference in this Offering Circular in connection
with the offering of the Preferred Securities and, if given or made, such information or
representations must not be relied upon as having been authorised by the Issuer, the Bank
or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of
this Offering Circular nor any sale made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the
affairs of the Issuer, the Bank or the Bank and its Subsidiaries (as defined herein) as a
whole (the "Group") since the date hereof. This Offering Circular does not constitute an
offer of, or an invitation by, or on behalf of, the Issuer, the Bank or the Managers to
subscribe for, or purchase, any of the Preferred Securities. This Offering Circular does not
constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by,
anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is
not authorised or is unlawful. This Offering Circular may only be used for the purposes for
which it has been published.
The Managers have not separately verified the information contained or incorporated by
reference herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility or liability is accepted by the Managers or any of
them as to the accuracy or completeness of the information contained or incorporated by
reference in this Offering Circular or any other information provided by the Issuer or the
Bank in connection with the Preferred Securities.
This Offering Circular is not intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by the Issuer, the Bank or the
Managers that any recipient of this Offering Circular should purchase any of the Preferred
Securities. Each investor contemplating purchasing Preferred Securities should make its
own independent investigation of the financial condition and affairs, and its own appraisal
of the creditworthiness, of the Issuer and the Bank. No person is authorised to give
information other than contained herein and in the documents referred to herein and which
are made available for inspection by the public at the specified office of each Paying and
Transfer Agent.
The Preferred Securities and the Guarantee have not been and will not be registered under
the United States Securities Act of 1933, as amended, (the "Securities Act") and are subject
to U.S. tax law requirements. Subject to certain exceptions, the Preferred Securities may
not be offered, sold or delivered within the United States or to U.S. persons. For a further
description of certain restrictions on the offering and sale of the Preferred Securities and
on distribution of this Offering Circular, see "Subscription and Sale" below.
A copy of this Offering Circular has been delivered to the Registrar of Companies in
accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 as
amended and he has given, and has not withdrawn, his consent to its circulation. The
Jersey Financial Services Commission has given, and has not withdrawn, its consent under
2

Article 4 of the Control of Borrowing (Jersey) Order 1958, as amended to the issue of the
Preferred Securities by the Issuer. It must be distinctly understood that, in giving these
consents, neither the Registrar of Companies nor the Jersey Financial Services
Commission takes any responsibility for the financial soundness of the Issuer or for the
correctness of any statements made, or opinions, expressed with regard to it.
An investment in the Preferred Securities is only suitable for financially sophisticated
investors who are capable of evaluating the merits and risks of such investment and who
have sufficient resources to be able to bear any losses which may result from such
investment.
Prospective purchasers who are in any doubt about the contents of this Offering Circular
should consult their stockbroker, bank manager, solicitor, accountant or other financial
adviser.
It should be remembered that the price of securities and the income from them can go down
as well as up.
Nothing in this Offering Circular or anything communicated to Holders of, or investors in,
the Preferred Securities (or any such potential Holders or investors) by the Issuer is
intended to constitute or should be construed as advice on the merits of the purchase of or
subscription for the Preferred Securities or the exercise of any rights attached thereto for
the purposes of the Financial Services (Jersey) Law 1998, as amended.
Certain figures in this Offering Circular have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary
slightly and figures shown as totals, in certain tables may not be an arithmetic aggregation
of the figures which precede them.
IN CONNECTION WITH THE ISSUE OF THE PREFERRED SECURITIES, DEUTSCHE BANK
AG LONDON OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE PREFERRED
SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A
LIMITED PERIOD. HOWEVER THERE IS NO OBLIGATION ON DEUTSCHE BANK AG
LONDON OR ANY PERSON ACTING FOR IT TO DO THIS. SUCH STABILISING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END
AFTER A LIMITED PERIOD. SUCH STABILISING SHALL BE IN COMPLIANCE WITH ALL
APPLICABLE LAWS, REGULATIONS AND RULES.
All references in this Offering Circular to "Euro", "EUR" "euro" and "e" refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to
the Treaty establishing the European Community (signed in Rome on 25th March, 1957), as
amended, and all references to "£" refer to the currency of the United Kingdom.
3

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ....................................................
5
SUMMARY OF THE OFFERING ..................................................................................
6
INVESTMENT CONSIDERATIONS ..............................................................................
14
DESCRIPTION OF THE PREFERRED SECURITIES ..................................................
17
SUBORDINATED GUARANTEE....................................................................................
32
USE OF PROCEEDS ....................................................................................................
40
EFG HELLAS FUNDING LIMITED ................................................................................
41
EFG EUROBANK ERGASIAS S.A. ..............................................................................
44
REGULATION AND SUPERVISION OF BANKING IN THE HELLENIC REPUBLIC ....
67
TAXATION ......................................................................................................................
69
SUBSCRIPTION AND SALE..........................................................................................
74
GENERAL INFORMATION ............................................................................................
76
4

DOCUMENTS INCORPORATED BY REFERENCE
The audited consolidated financial statements of the Bank for the years ended 31st December,
2003 and 31st December, 2004 prepared in accordance with generally accepted accounting
principles in Greece are incorporated by reference in this Offering Circular. Copies of these
documents are available free of charge from the specified office of the Paying and Transfer Agent
for the time being in Luxembourg as described in "General Information" below.
5

SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by the more detailed information included
elsewhere in this Offering Circular. Capitalised terms used but not defined in this summary shall
bear the respective meanings ascribed to them under "Description of the Preferred Securities" and
references herein to a "paragraph" shall be to the corresponding paragraph in "Description of the
Preferred Securities". Prospective investors should also consider carefully, amongst other things,
the factors set out under "Investment Considerations" below.
Issuer:
EFG Hellas Funding Limited, a wholly-owned subsidiary of
the Bank, incorporated in Jersey.
Guarantor:
EFG Eurobank Ergasias S.A..
Issue Size:
e200,000,000.
Issue Details:
e200,000,000 Series A
CMS-Linked Non-cumulative
Guaranteed Non-voting Preferred Securities each with a par
value and a liquidation preference of e1,000.
Preferred Dividends:
For each Preferred Dividend Period, Preferred Dividends on
the Preferred Securities will be declared by the Directors and
paid by the Issuer subject to certain limitations (see
"Limitations on Payments" below).
In respect of each Preferred Dividend Period during the
period from and including the Closing Date to but excluding
18th March, 2007 the Preferred Securities will accrue
Preferred Dividends at a rate of 6.75 per cent. per annum
which Preferred Dividends will be payable annually in arrear,
subject as provided below, on 18th March in each year.
For each subsequent Preferred Dividend Period, the
Preferred Securities will accrue Preferred Dividends at a rate
calculated by the Principal Paying and Transfer Agent equal
to the prevailing Reference Rate plus 0.125 per cent. per
annum, provided that if such rate for any such subsequent
Preferred Dividend Period would otherwise be greater than
8.00 per cent. per annum it will be deemed to be 8.00 per
cent. per annum for such subsequent Preferred Dividend
Period, which Preferred Dividends will be payable annually in
arrear, subject as provided below, on 18th March in each
year.
The "Reference Rate" means in respect of a relevant
Preferred Dividend Period, the 10-year CMS mid-swap rate in
EUR (annual, 30/360) versus 6-month EURIBOR (semi-
annual, ACT/360) which appears on Reuters Page
"ISDAFIX2" or a successor page under the heading
"EURIBOR BASIS" and above the caption "11:00 AM CET"
(as such headings and captions may appear from time to
time) as of 11:00 a.m. (Central European time), on the second
TARGET Settlement Day prior to the first day of such
Preferred Dividend Period.
Guarantee:
The Bank will guarantee payments on the Preferred
Securities in respect of (a) any declared but unpaid Preferred
Dividends for the most recent Preferred Dividend Period, (b)
6

any compulsory Preferred Dividends described in
"Compulsory Payments" below, (c) the Redemption Price
payable with respect to any Preferred Securities to be
redeemed, (d) payments on liquidation of the Issuer and (e)
any Additional Amounts (as defined below).
The Bank's obligations under the Guarantee will be
subordinated so that they rank junior to the claims of Senior
Creditors (as defined in the Guarantee), pari passu with the
Parity Obligations, if any, of the Bank, and senior to all Junior
Obligations of the Bank.
Limitations on Payments:
Subject to the Law and to the provisions relating to
compulsory payments below (see "Compulsory Payments"),
Preferred Dividends may be declared by the Directors of the
Issuer, in their sole discretion, and paid by the Issuer out of
funds legally available therefor.
However, subject to the provisions relating to compulsory
payments below (see "Compulsory Payments"), the Directors
of the Issuer will not declare, and the Issuer will not be
permitted to pay, any Preferred Dividend on the Preferred
Securities if:
(a)
such Preferred Dividend, together with the amount of:
(i)
any Preferred Dividends previously paid in
respect of the Preferred Securities and
distributions previously paid in respect of
Preferred Dividend Parity Obligations in the then
current financial year; and
(ii)
any Preferred Dividends proposed or scheduled
to be paid in respect of the Preferred Securities
and distributions proposed or scheduled to be
paid in respect of any Preferred Dividend Parity
Obligations in the then current financial year,
would exceed Distributable Funds; or
(b)
sufficient Distributable Funds are available, but the
Issuer has been notified that a resolution of the
directors of the Bank has been passed that states that
in the opinion of the directors of the Bank payment of
such Preferred Dividends would cause the Bank to
breach Greek banking regulations affecting banks
which fail to meet their capital adequacy ratios on a
consolidated basis, as applicable and in force at the
relevant time.
For the avoidance of doubt, the Directors of the Issuer will
only be required to declare, and the Issuer will only be
required to pay, a Preferred Dividend in the circumstances set
out in "Compulsory Payments" below.
If the Issuer does not pay Preferred Dividends in respect of
any Preferred Dividend Period, the Issuer shall notify the
Luxembourg Stock Exchange and the Frankfurt Stock
7

Exchange, so long as the Preferred Securities are listed
thereon, and the Holders.
References to Preferred Dividends include Additional
Amounts.
Preferred Dividends non-
If the Directors of the Issuer do not declare a Preferred
cumulative:
Dividend payable on a Preferred Dividend Payment Date
either by virtue of the limitations set out above (see
"Limitations on Payments") or otherwise, then subject to the
provisions relating to compulsory payments and redemption
below (see "Compulsory Payments", "Optional Redemption",
"Capital Disqualification Redemption" and "Redemption for
Tax Reasons" below) and without affecting the rights of the
Holders under the Guarantee, the entitlement of the Holders
to such Preferred Dividend will be lost. Accordingly no
payment will need to be made at any time by the Issuer or the
Bank in respect of any such missed payment.
Compulsory Payments:
Payment on Junior Obligations
If the Bank, the Issuer or any other Subsidiary pays any
distribution(s) on or in respect of any class of Junior
Obligations (other than in the form of Junior Obligations),
then, subject to the Law, the Issuer will be required to declare
and pay Preferred Dividends on the Preferred Securities on
the next Preferred Dividend Payment Date contemporaneous
with, or following, such distribution(s), as follows:
(a)
payment of the amount of the Preferred Dividend
payable on the Preferred Securities on the next
Preferred Dividend Payment Date if the distribution(s)
on the Junior Obligations is made in respect of an
annual period (or two semi-annual periods or four
quarterly periods);
(b)
payment of three quarters of the amount of the
Preferred Dividend payable on the Preferred Securities
on the next Preferred Dividend Payment Date if the
distribution(s) on the Junior Obligations is made in
respect of three quarterly periods;
(c)
payment of half of the amount of the Preferred Dividend
payable on the Preferred Securities on the next
Preferred Dividend Payment Date if the distribution(s)
on the Junior Obligations is made in respect of a semi-
annual period (or two quarterly periods); and
(d)
payment of a quarter of the amount of the Preferred
Dividend payable on the Preferred Securities on the
next Preferred Dividend Payment Date if the
distribution on the Junior Obligations is made in respect
of a quarterly period.
Redemption of Junior Obligations
Subject to the Law, the Issuer will be required to declare and
make payment of the full amount of Preferred Dividends
8

payable on the next Preferred Dividend Payment Date
contemporaneous with, or following, any date on which the
Bank or any Subsidiary has redeemed, repurchased or
otherwise acquired any Junior Obligations for any
consideration (or any moneys are paid to or made available
for a sinking fund for, or for redemption of, any such
securities), except by conversion into or in exchange for other
Junior Obligations unless (a) such acquisition is effected in
accordance with the provisions of Article 16 paragraphs 2(b)
to (f) or paragraph 5 et seq. of Greek Codified Law 2190/1920
and (b) following such acquisition and any other measure
taken by the Bank:
(i)
the solvency ratio of the Bank, on an unconsolidated
and consolidated basis, remains above 8 per cent.; and
(ii)
the ratio of "upper tier 1 capital" items of own funds
(namely tier 1 capital excluding the Preferred Securities
and similar instruments) to risk weighted assets of the
Bank remains above 5 per cent. as required by Circular
21/2004 of the Bank of Greece, as in force and
amended or supplemented from time to time.
Payment on Preferred Dividend Parity Obligations
If the Bank, the Issuer or any other Subsidiary pays any
distribution(s) on or in respect of any class of Preferred
Dividend Parity Obligations (other than in the form of Junior
Obligations), then, subject to the Law, the Issuer will be
required to declare and make pro rata payments of Preferred
Dividends on the Preferred Securities the next Preferred
Dividend Payment Date contemporaneous with, or following,
such distribution(s), as follows:
(a)
pro rata payment of the amount of the Preferred
Dividend payable on the Preferred Securities on the
next Preferred Dividend Payment Date if the
distribution(s) on the Preferred Dividend Parity
Obligations is made in respect of an annual period (or
two semi-annual periods or four quarterly periods);
(b)
pro rata payment of three quarters of the amount of the
Preferred Dividend payable on the Preferred Securities
on the next Preferred Dividend Payment Date if the
distribution(s) on the Preferred Dividend Parity
Obligations is made in respect of three quarterly
periods;
(c)
pro rata payment of half of the amount of the Preferred
Dividend payable on the Preferred Securities on the
next Preferred Dividend Payment Date if the
distribution(s) on the Preferred Dividend Parity
Obligations is made in respect of a semi-annual period
(or two quarterly periods); and
(d)
pro rata payment of a quarter of the amount of the
Preferred Dividend payable on the Preferred Securities
9

on the next Preferred Dividend Payment Date if the
distribution on the Preferred Dividend Parity
Obligations is made in respect of a quarterly period.
When a distribution on Preferred Dividend Parity Obligations
requires pro rata payment of Preferred Dividends as
described above, the amount of the required payment will be
in the same proportion to the aggregate specified amount of
Preferred Dividends payable on the Preferred Securities as
the aggregate payment that was made on such Preferred
Dividend Parity Obligations bears to the amount that was
payable on such Preferred Dividend Parity Obligations at the
time of such payment.
Aggregation of Preferred Dividends in Preferred Dividend
Period
Subject to the Law, compulsory payments of Preferred
Dividends to be made by virtue of paragraph 4(a), 4(b) or 4(c)
shall be aggregated on any Preferred Dividend Payment Date
with any discretionary payments made or to be made
following a declaration as described in paragraph 3 in respect
of any relevant Preferred Dividend Period, provided that in
any relevant Preferred Dividend Period the aggregate amount
paid in respect of Preferred Dividends on the Preferred
Securities shall not exceed the scheduled amount of the
Preferred Dividends.
Withholding Tax and
The Preferred Securities will contain a gross up provision in
Additional Amounts:
respect of any imposition of Jersey or Greek withholding
taxes. The Guarantee will contain a gross up provision in
respect of any imposition of Greek withholding taxes. Each
gross up provision will be subject to customary exceptions.
Under the gross up provisions, subject to customary
exceptions, the Issuer, or the Bank pursuant to the
Guarantee, will pay to each holder of the Preferred Securities
such additional amounts ("Additional Amounts") as may be
necessary in order that every net payment in respect of the
Preferred Securities, after withholding for any taxes imposed
by Jersey or Greece, as the case may be, upon or as a result
of such payment, will not be less than the amount otherwise
required to be paid.
The obligations of the Issuer and the Bank to pay any such
Additional Amounts will be subject to limitations described in
"Limitation on Payments" above.
Optional Redemption:
Subject to the Law, the Preferred Securities are redeemable,
at the option of the Issuer, in whole but not in part, on the First
Call Date and on any Preferred Dividend Payment Date
falling thereafter upon not less than 30 or more than 60 days'
notice to the Holders, at e1,000 per Preferred Security plus
accrued and unpaid Preferred Dividends in respect of the
most recent Preferred Dividend Period, whether or not
declared, up to the Redemption Date, and any Additional
Amounts remaining unpaid (the "Redemption Price").
10