EMPORIKI GROUP FINANCE PLC (Incorporated with Limited Liability in England and Wales) As Issuer and EMPORIKI BANK of GREECE S.A
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PROSPECTUS EMPORIKI GROUP FINANCE PLC (incorporated with limited liability in England and Wales) as Issuer and EMPORIKI BANK OF GREECE S.A. (incorporated with limited liability in the Hellenic Republic) as Issuer and Guarantor EUR 3,000,000,000 Euro Medium Term Note Programme Under this EUR 3,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), each of Emporiki Group Finance PLC (‘‘Emporiki PLC’’) and Emporiki Bank of Greece S.A. acting through its Issuing Branch (as specified in the applicable Final Terms (as defined below)) (‘‘Emporiki Bank’’ or the ‘‘Bank’’, Emporiki PLC and Emporiki Bank each an ‘‘Issuer’’ and together the ‘‘Issuers’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Notes may be issued as unsubordinated obligations (‘‘Senior Notes’’) or dated subordinated obligations (‘‘Dated Subordinated Notes’’) of the relevant Issuer. Notes issued by Emporiki PLC will be guaranteed by Emporiki Bank (the ‘‘Guarantor’’). In relation to each issue of Notes by Emporiki PLC, the branch through which Emporiki Bank is acting for such issue will be specified in the applicable Final Terms (as defined below). In relation to each issue of Notes by Emporiki Bank, the branch through which Emporiki Bank is acting for such issue will be specified in the applicable Final Terms. Application has been made to the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see ‘‘Risk Factors’’ below on page 13. Arranger MORGAN STANLEY Dealers ABN AMRO ALPHA BANK BANC OF AMERICA SECURITIES CALYON CORPORATE AND INVESTMENT LIMITED BANK CREDIT SUISSE DEUTSCHE BANK EFG EUROBANK ERGASIAS S.A. JPMORGAN MERRILL LYNCH INTERNATIONAL MORGAN STANLEY NATIONAL BANK OF GREECE NOMURA INTERNATIONAL UBS INVESTMENT BANK UNICREDIT GROUP (HVB) 22 November 2006 TABLE OF CONTENTS Page Important Notices . ............................................. 3 Documents Incorporated by Reference . ................................. 5 Summary of the Programme . ....................................... 7 Risk Factors ................................................. 13 General Description ............................................. 20 Forms of the Notes ............................................. 21 Terms and Conditions of the Notes..................................... 25 Form of Final Terms ............................................ 50 Summary of Provisions Relating to the Notes while in Global Form .................. 61 Description of Emporiki PLC. ....................................... 63 Description of Emporiki Bank ....................................... 66 Taxation ................................................... 93 Subscription and Sale ............................................ 98 General Information ............................................ 101 2 IMPORTANT NOTICES This Prospectus comprises two base prospectuses, a base prospectus for the issuance of Notes under the Programme by Emporiki PLC and a base prospectus for the issuance of Notes under the Programme by Emporiki Bank. Each base prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). Emporiki PLC and Emporiki Bank (together, the ‘‘Responsible Persons’’) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of Emporiki PLC and Emporiki Bank (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to a¡ect the import of such information. In relation to each Tranche (as de¢ned under ‘‘Terms and Conditions of the Notes’’), the aggregate nominal amount of the Notes of such Tranche, the interest (if any) payable in respect of the Notes of such Tranche, the issue price and any other terms and conditions not contained herein which are applicable to such Tranche will be set out in a ¢nal terms document (the ‘‘Final Terms’’) which, with respect to Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus, will be delivered to the CSSF before the date of issue of the Notes of such Tranche. Copies of each Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange’s regulated market or o¡ered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu) and, free of charge, at the registered o⁄ce of the relevant Issuer. This Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche of Notes, should be read and construed together with the relevant Final Terms. No person is or has been authorised by the Issuers or the Dealers to give any information or to make any representation not contained in or not consistent with this Prospectus as a whole or any information supplied by Emporiki PLC and Emporiki Bank in connection with the Programme or any Notes and, if given or made, such information or representation should not be relied upon as having been authorised by Emporiki PLC and Emporiki Bank or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective a⁄liates, and neither the Dealers nor any of their respective a⁄liates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the o¡ering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Prospectus is true subsequent to the date hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no material adverse change in the prospects of Emporiki PLC or Emporiki Bank since the date thereof or, if later, the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if di¡erent, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the o¡ering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by Emporiki PLC, Emporiki Bank and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on o¡ers, sales and deliveries of Notes and on the distribution of this Prospectus or any Final Terms and other o¡ering material relating to the Notes, see ‘‘Subscription and Sale’’. In particular, the Notes 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 US tax law requirements. Subject to certain exceptions, Notes may not be o¡ered, sold or delivered within the United States or to US persons (see ‘‘Subscription and Sale’’). In addition, no action has been taken by Emporiki PLC, Emporiki Bank or the Dealers which would permit a public o¡ering of any Notes outside Luxembourg or distribution of this Prospectus in any jurisdiction where action for that purpose is required. 3 Neither this Prospectus nor any Final Terms constitutes an o¡er or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by Emporiki PLC, Emporiki Bank, the Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus and/or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (¢nancial or otherwise) of the relevant Issuer and the Bank (if applicable). The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the Programme will not exceed EUR 3,000,000,000 (and the maximum aggregate principal amount of Notes issued by Emporiki Bank and outstanding at any time under the Programme will not exceed EUR 2,000,000,000) and for this purpose, any Notes denominated in another currency shall be translated into euros at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement as de¢ned under ‘‘Subscription and Sale’’.