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Hellenic Telecommunications Organization S.A

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Hellenic Telecommunications Organization S.A BASE PROSPECTUS OTE PLC (incorporated with limited liability in England and Wales) GUARANTEED BY HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. (incorporated with limited liability in the Hellenic Republic) 6,500,000,000 GLOBAL MEDIUM TERM NOTE PROGRAMME Under this 6,500,000,000 Global Medium Term Programme (the “Programme”) OTE PLC (the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer, the Guarantor and the relevant Dealer (each as defined below). The Notes will have the benefit of an unconditional and irrevocable guarantee by Hellenic Telecommunications Organization S.A. (the “Guarantor” or “OTE”). The maximum aggregate principal amount of Notes outstanding at any time under the Programme will not exceed 6,500,000,000 (or the equivalent in other currencies) (and, for this purpose, any Notes denominated in any other currency shall be translated into Euro at the date of the agreement to issue such Notes calculated in accordance with the provisions of the Dealership Agreement (as defined under “Subscription and Sale”)). The maximum aggregate principal amount of Notes which may be outstanding at any time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer and the Guarantor (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in relation to an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue and, in relation to an issue of Notes being intended to be subscribed by one Dealer, be to such Dealer. April 2004, as amended (the “Prospectus Directive Regulation”) and within the meaning of Article 5.4(a) of Directive 2003/71/EC of 4 November 2003, as amended (the “Prospectus Directive”). Application has been made to the Commission de Surveillance du Secteur Financier (“CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the “Luxembourg Law on Prospectuses for Securities”) to approve this Base Prospectus as a base prospectus. 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, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39 EC (the “Luxembourg Stock Exchange”), during the period of 12 months from the date of this Base Prospectus. Application has also been made for Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange. Reference in this Prospectus to Notes being listed on the Luxembourg Stock Exchange (and all related reference) shall mean that such Notes have been admitted to trading on the regulated market of the Luxembourg Stock Exchange and to the official list of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on an unlisted basis or to be listed on such other or further stock exchanges as may be agreed with the Issuer. The relevant Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or on any other stock exchange). Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) assigned to Notes already issued. Where a Series or Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to a relevant Series or Tranche of Notes will be (1) issued by a credit rating agency established in the European Economic Area (“EEA”) and registered under Regulation (EU) No 1060/2009, as amended (the “CRA Regulation”), or (2) issued by a credit rating agency which is not established in the EEA but endorsed by a CRA which is established in the EEA and registered under the CRA Regulation or (3) issued by a credit rating agency which is not established in the EEA but which is certified under the CRA Regulation will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and registered under the CRA Regulation unless (i) the rating is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (ii) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation. A list of credit rating agencies registered in accordance with the CRA Regulation is available on the website of the European Securities and Markets Authority (“ESMA”) at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. 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 agency. The Issuer and the Guarantor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a Drawdown Prospectus or, if appropriate, an updated Base Prospectus will be made available, which will describe the effect of the agreement reached in relation to such Notes. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. Investors should note that the CSSF gives no undertaking as to the economic or financial soundness of any transaction contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with the provisions of Article 7(7) of the Luxembourg Law on Prospectuses for Securities implementing the Prospectus Directive. Arranger HSBC Dealers Alpha Bank Deutsche Bank BofA Merrill Lynch Eurobank Ergasias S.A BNP PARIBAS Goldman Sachs International Citigroup HSBC Credit Suisse Morgan Stanley National Bank of Greece The date of this Base Prospectus is 28 April 2015. TABLE OF CONTENTS TABLE OF CONTENTS .................................................................................................................................................... i IMPORTANT NOTICES...................................................................................................................................................ii SUPPLEMENT TO THE BASE PROSPECTUS.............................................................................................................. iv RISK FACTORS ................................................................................................................................................................ 1 GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................................... 20 OVERVIEW OF THE PROGRAMME ........................................................................................................................... 21 INFORMATION INCORPORATED BY REFERENCE ................................................................................................ 26 FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES................................... 28 TERMS AND CONDITIONS OF THE NOTES ............................................................................................................. 37 FORM OF FINAL TERMS.............................................................................................................................................. 58 DESCRIPTION OF THE ISSUER................................................................................................................................... 68 DESCRIPTION OF THE GUARANTOR ....................................................................................................................... 70 TAXATION ................................................................................................................................................................... 104 SUBSCRIPTION AND SALE ....................................................................................................................................... 109 GENERAL INFORMATION......................................................................................................................................... 112 i IMPORTANT NOTICES Each of the Issuer and the Guarantor accepts responsibility for the information contained in this document and the Final Terms for each tranche of Notes issued under the Programme and, to the best of the knowledge and belief of each of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus should be read and construed together with any supplements hereto and, in relation to any
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