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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
National Bank of Greece S.A.
(Name of Subject Company (Issuer) and name of Filing Person (Offeror))
American Depositary Shares, each representing one Non-Cumulative Preference Share, Series A,
nominal value €0.30 per share
(Title of Class of Securities)
633643507
(CUSIP Number of Class of Securities)
Gregory Papagrigoris
National Bank of Greece S.A.
Investor Relations Manager
86 Eolou Street
10232 Athens
Greece
+30 210 334 2310
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Diana Billik
Allen & Overy LLP
52 Avenue Hoche
CS 90005
75379 Paris
France
+33 1 4006 5400
Calculation of Filing Fee
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Transaction Valuation
(1)
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Amount of Filing Fee
(2)
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$281,250,000
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$38,362.50
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(1)
Estimated
solely for purposes of calculating the amount of the filing fee. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act
of 1934 (the "Exchange Act").
(2)
The
filing fee, calculated in accordance with Rule 0-11(b)(1) of the Exchange Act and Fee Rate Advisory No. 1 for fiscal year
2013, issued by the Securities and Exchange Commission on August 31, 2012, equals $136.40 per million dollars of the Transaction Valuation.
ý
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
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Amount Previously Paid: $38,362.50
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Filing Party: National Bank of Greece S.A.
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Form or Registration No.: Schedule TO
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Date Filed: May 31, 2013
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Check
the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party
tender offer subject to Rule 14d-1.
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issuer
tender offer subject to Rule 13e-4.
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going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
o
This
Amendment No. 1 ("Amendment No. 1") to the Tender Offer Statement on Schedule TO (as amended and supplemented, the "Schedule TO") amends and supplements the
Schedule TO filed with the U.S. Securities and Exchange Commission on May 31, 2013 by National Bank of Greece S.A., a limited liability stock company
(
société anonyme
) organized under the laws of the Hellenic Republic (the "Bank"). The Schedule TO relates to the
offer to purchase for cash up to 22,500,000 of the outstanding 25,000,000 American Depositary Shares (each, an "ADS" and collectively, the "ADSs"), each representing one of its
Non-Cumulative Preference Shares, Series A, nominal value €0.30 per share (the "Preference Shares"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 31, 2013 (the "Offer to Purchase"), as supplemented by the First Supplement to the Offer to Purchase, dated June 17, 2013 (the "First Supplement") and filed
herewith as Exhibit 99.(a)(1)(F), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), which, as each may be amended and supplemented from time to time, constitute the
offer (the "Offer"), copies of which are attached to the Schedule TO previously filed on May 31, 2013, as Exhibits 99.(a)(1)(A) and 99.(a)(1)(B), respectively.
The
Bank is offering to purchase the ADSs at a price of $12.50 per ADS, net to the seller in cash, less any applicable withholding taxes and without interest, after deduction of any
other applicable fees and taxes.
Only
those items amended are reported in this Amendment No. 1. Except as specifically provided herein, (i) the information contained in the Schedule TO, the Offer to
Purchase, the First Supplement and the Letter of Transmittal remains unchanged, and (ii) this Amendment No. 1 does not modify any of the information previously reported on
Schedule TO or in the Offer to Purchase, the First Supplement or the Letter of Transmittal. You should read this Amendment No. 1 together with the Schedule TO, the Offer to
Exchange, the First Supplement and the related Letter of Transmittal.
Items 1 and 4(a)
The response to the question "Until what time may I withdraw my previously tendered ADSs?" under the heading
"
Summary Term Sheet
" in the Offer to Purchase is amended and restated in its entirety by the text set forth under the subheading
"
Summary Term SheetUntil what time may I withdraw my previously tendered ADSs?
" in the First Supplement, which is incorporated herein by
reference.
The
first paragraph under the subheading "
The OfferWithdrawal Rights
" in the Offer to Purchase is amended and restated in its
entirety by the text set forth under the subheading "
The OfferWithdrawal Rights
" in the First Supplement, which is incorporated herein by
reference.
Instruction
No. 4 in the Letter of Transmittal is hereby amended and restated in its entirety to read as follow:
4. Withdrawal of Tenders.
ADSs validly tendered in connection with the Offer may be validly withdrawn at any
time prior to the Expiration Time and, if such ADSs have not yet accepted for payment, after the expiration of forty business days from the commencement of the Offer. Otherwise, any ADSs not validly
withdrawn prior to the Expiration Time may not be validly withdrawn unless the Bank extends the Expiration Time for the Offer.
Items 3(a) and 6
The text under the heading "
Certain Information Concerning the Bank
" in the Offer to
Purchase is supplemented by adding the text under the heading "
Certain Information Concerning the Bank
" in the First Supplement, which is incorporated
herein by reference.
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Item 4(a)
The sixth paragraph under the subheading "
The OfferAcceptance for Payment and Payment for
ADSs
" in the Offer to Purchase is amended and restated in its entirety by the text set forth under "
The OfferAcceptance for Payment and
Payment for ADSs
" in the First Supplement, which is incorporated herein by reference.
The
last paragraph on page 2 of the Letter of Transmittal is hereby amended and restated in its entirety to read as follows:
If
we do not accept any tendered ADSs for any reason, or if ADRs representing such ADSs are submitted for more ADSs than are tendered, we will return ADRs for those unpurchased ADSs,
without expense to the tendering ADS Holder (or, in the case of ADSs tendered by book-entry transfer of such ADSs, into the Tender Agent's account at The Depositary Trust Company ("DTC"),
such ADSs will be credited to an account maintained with DTC and DTC will further credit to the appropriate DTC participant account) promptly following the expiration or termination of the Offer, as
required by Rule 13e-4(f)(5) under the Exchange Act.
The
third full paragraph on page 8 of the Letter of Transmittal is hereby amended and restated in its entirety to read as follows:
The
undersigned understands that the Bank's obligation to accept for payment, and to pay for, ADSs validly tendered, is subject to satisfaction of the conditions set forth in
"
The OfferConditions of the Offer
" in the Offer to Purchase. Any ADSs not accepted for purchase will be returned promptly to the
undersigned at the address set forth above unless otherwise indicated herein under "Special Delivery Instructions" below.
The
fifth paragraph on page 20, under the subheading "
The OfferConditions of the Offer
" in the Offer to Purchase is
amended and restated in its entirety by the text set forth under the subheading "
The OfferConditions of the Offer
" in the First Supplement,
which is incorporated herein by reference.
The
text under the heading "
Offer and Distribution Restrictions
" in the Offer to Purchase is amended and restated in its entirety by the
text under the heading "
Offer and Distribution Restrictions
" in the First Supplement, which is incorporated herein by reference.
Item 8
The text under the heading "
Interests in the Bank's Preference Shares and ADSs
" in the
Offer to Purchase is amended and restated in its entirety by the text under the heading "
Interests in the Bank's Preference Shares and ADSs
" in the
First Supplement, which is incorporated herein by reference.
Item 11
The text under the heading "
Special Note Regarding Forward-Looking Statements
" in the
Offer to Purchase is amended and restated in its entirety by the text set forth under the heading "
Special Note Regarding Forward-Looking Statements
" in
the First Supplement, which is incorporated herein by reference.
The
text under the heading "Miscellaneous" in the Offer to Purchase is amended and restated in its entirety by the text under the heading "Miscellaneous" in the First Supplement, which
is incorporated herein by reference.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
June 17, 2013
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National Bank of Greece S.A.
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By:
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/s/ Petros Christodoulou
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Name:
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Petros Christodoulou
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Title:
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Deputy Chief Executive Officer
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EXHIBIT INDEX
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99.(a)(1)(A)
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Offer to Purchase dated May 31, 2013.*
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99.(a)(1)(B)
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Form of Letter of Transmittal.*
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99.(a)(1)(C)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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99.(a)(1)(D)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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99.(a)(1)(E)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
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99.(a)(1)(F)
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First Supplement to the Offer to Purchase, dated June 17, 2013.
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99.(a)(5)
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Press release issued by National Bank of Greece S.A. dated May 31, 2013.*
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99.(a)(5)(A)
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Press release issued by National Bank of Greece S.A. dated June 17, 2013.
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*
Previously
filed with the Schedule TO on May 31, 2013.
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SIGNATURE
EXHIBIT INDEX