Eurobank has outlined its strategic objectives following the acquisition of 100 per cent of Hellenic Bank in its public offer document, which details the roadmap for the acquisition process.
The bank intends to proceed with the necessary steps to delist Hellenic Bank’s shares from the Cyprus Stock Exchange (CSE) upon completion of the offer.
The public offer aims to secure the remaining shares of Hellenic Bank Public Company Limited, with Eurobank already holding 93.47 per cent of the issued share capital and voting rights.
The offer seeks to acquire the remaining 26,958,229 shares, which account for 6.53 per cent of Hellenic Bank’s share capital not yet owned by Eurobank.
Delisting from the Cyprus Stock Exchange
Since Eurobank’s stake exceeds 90 per cent, the bank intends to exercise its right under Article 36 of the Public Takeover Bids Law, initiating a “squeeze-out” to acquire full ownership of Hellenic Bank.
Following this, Eurobank will take the necessary steps to delist Hellenic Bank’s shares from the CSE.
The public offer is mandatory due to Eurobank’s acquisition of 154,832,195 shares of Hellenic Bank at a price of €4.843 per share from various entities.
These include the Bank Employees Union (Etyk), the Bank Employees’ Welfare Fund, the Bank Employees’ Health Fund, the Bank Employees’ Provident Fund, Demetra Holdings Plc, and Logicom Services Limited.
These transactions took place on February 10, 2025, through off-exchange transfers in accordance with Article 13(1) of the law.
Since Eurobank holds more than 50 per cent of the voting rights in Hellenic Bank, the public offer meets the success criteria outlined in Article 10(1) of the law, and it is not subject to any further conditions.
All Hellenic Bank shares subject to the public offer will be acquired with all associated rights, including any announced or potential distributions, and will be free from any encumbrances or claims.
Public offer acceptance process
Shareholders who wish to accept the public offer must complete the acceptance and transfer form as instructed in the offer document and submit it within the specified timeframe.
Shares to be exchanged must be held under a special account at the CSE or under the control of the designated Handler.
If shares are held by a different handler, they must be transferred to the designated Handler using an “Investor Instruction” form before submitting the Acceptance and Transfer Form to CISCO, the designated Handler for the offer.
Eurobank’s strategic intentions
Eurobank has stated that it does not intend to alter Hellenic Bank’s core business activities, which include a wide range of banking and financial services such as financing, investment, and insurance services, as well as custody, factoring, and real estate management.
However, it sees potential for expansion in areas such as corporate banking, treasury services, and transactional banking.
The same applies to retail banking, where opportunities exist for increasing activity in transactional banking, bancassurance, and investment services.
Eurobank plans to retain Hellenic Bank’s assets for their current business purposes and does not intend to change the use of its fixed assets.
While no immediate restructuring is planned, the bank may consider operational realignment in the future to enhance efficiency.
Given Eurobank’s presence in Cyprus through its wholly owned subsidiary, Eurobank Cyprus Ltd, it intends to merge Hellenic Bank’s operations with those of Eurobank Cyprus following the delisting.
If Hellenic Bank is converted into a private company as part of the merger process, relevant amendments will be made to its articles of association.
Eurobank has assured that it does not intend to unilaterally change Hellenic Bank employees’ existing employment terms.
“Any changes to Hellenic Bank’s employment policy will be considered after the merger with Eurobank Cyprus Ltd is completed,” the bank stated.
Additionally, Eurobank does not plan to make changes to Hellenic Bank’s board of directors before the merger, except in cases where board members resign.
The bank has also confirmed that it will not grant special benefits to Hellenic Bank’s board members.
