HELLENIC REPUBLICMINISTRY OF FINANCE
Press Release
For Immediate Release
24 February, 2012
Athens, Greece. The Ministerial Council of the Hellenic Republictoday approved the terms of invitations to be made to private sectorholders outside the United States of bonds issued or guaranteed by theRepublic and selected to participate in the exchange offers and/or consentsolicitations to be made by the Republic in furtherance of the 26 October2011 Euro Summit Statement and the 21 February 2012 EurogroupStatement, referred to as the Private Sector Involvement. The bondsinvited to participate in PSI (listed by series in Annex I) have an aggregateoutstanding face amount of approximately Euro 206 billion.
The exchange offers and/or consent solicitations will permit privatesector holders to exchange bonds selected to participate in PSI for (i) newbonds to be issued by the Republic on the PSI settlement date having aface amount equal to 31.5% of the face amount of their exchanged bonds,(ii) European Financial Stability Facility notes with a maturity date of twoyears or less from the PSI settlement date and having a face amountequal to 15% of the face amount of their exchanged bonds, and (iii)detachable GDP-linked securities issued by the Republic having a notionalamount equal to the face amount of each holder s new bonds. On the PSIsettlement date, the Republic will also deliver short-term EFSF notes indischarge of all unpaid interest accrued up to 24 February 2012 onexchanged bonds. The terms of the new bonds, GDP-linked securitiesand EFSF notes are summarized in Annex II.
The consent solicitation relating to Greek-law governed bondsissued by the Republic prior to 31 December, 2011 (having an aggregateoutstanding amount of approximately Euro 177 billion) will seek theconsent of the affected holders to the amendment of these bonds inreliance on Law 4050/2012 (the Greek Bondholder Act) enacted by theGreek Parliament on 23 February 2012. The proposed amendmentsprovide for the redemption of the affected bonds in exchange for the PSIconsideration described above. Under the collective action procedures
introduced by the Greek Bondholder Act, the proposed amendments willbecome binding on the holders of all the Republic s Greek-law governedbonds issued prior to 31 December 2011 identified in the act of theMinisterial Council approving the PSI invitations, if at least two thirds byface amount of a quorum of these bonds, voting collectively withoutdistinction by series, approve the proposed amendments. One half byface amount of all the Republic s bonds subject to the collective actionprocedures will constitute a quorum for these purposes. The Republic willalso separately solicit consents in favour of equivalent amendments fromthe holders of its foreign-law governed bonds and its foreign-lawguaranteed bonds in accordance with the terms of those bonds.
To satisfy regulatory requirements applicable in a number ofjurisdictions, the Republic will invite the holders of certain series of bondsto participate in the Republic s exchange offer but not its consentsolicitation, and holders of the Republic s Swiss-law governed bonds maynot exchange their bonds but will be solicited to consent to theiramendment. Holders will receive substantially the same considerationirrespective of whether they participate in the exchange offer and/or aconsent solicitation. The Republic also intends to invite holders in theUnited States of America to participate in a concurrent exchange offer andconsent solicitation on substantially the same terms. The Republic willnot, however, deliver any EFSF notes to holders in the United States ofAmerica, who will instead be paid the cash proceeds realized from thesale of the EFSF notes they would otherwise have received.
The full terms of each invitation will be made available in electronicform only through www.greekbonds.gr. In order to participate in aninvitation, holders will need to comply with the procedures and offer anddistribution restrictions described in the Republic s related invitationmemorandum available online at www.greekbonds.gr.
The invitations will be subject to certain conditions, including afinancing condition and a minimum participation condition. Under thefinancing condition, the Republic will not proceed with any of thetransactions contemplated in the invitations unless it meets all of theconditions under the financing agreements entered into with the EFSF forthe Republic to be entitled to receive the EFSF notes, which include theapproval by EWG, at its absolute discretion, of such disbursements.In addition, unless bonds representing at least 90% of theaggregate face amount of all bonds selected to participate in PSI arevalidly tendered for exchange, the Republic will not be required to settleany of the exchanges. However, if the Republic receives consents to theproposed amendments that would result in at least 90% of the aggregateface amount of all bonds selected to participate in PSI (including bondstendered for exchange) being exchanged on the terms proposed by theRepublic, the Republic intends, subject to all other conditions being satisfied and in consultation with its official sector creditors, to declare theproposed amendments effective and to complete the exchange of allbonds selected to participate in PSI that would be bound by the proposedamendments.
If at least 75% but less than 90% of the aggregate face amount ofall bonds selected to participate in PSI are validly tendered for exchange,the Republic, in consultation with its official sector creditors, may proceedto exchange the tendered bonds without putting any of the proposedamendments into effect. However, if less than 75% of the aggregate faceamount of the bonds selected to participate in PSI are validly tendered forexchange, and the Republic does not receive consents that would enableit to complete the proposed exchange with respect to bonds selected toparticipate in PSI representing at least 75% of the aggregate face amountof all bonds selected to participate in PSI, the Republic will not proceedwith any of the transactions described above.
Deutsche Bank AG, London Branch, and HSBC Bank plc havebeen appointed to act as Closing Agents for the invitations madeoutside the United States. Bondholder Communications Group LLCand Hellenic Exchanges, S.A. have been appointed to act as the jointInformation, Exchange and Tabulation Agent.
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