OPAP Bond: Invitation to Investors with yield range
REGARDING THE PUBLIC OFFER IN GREECE BY WAY OF PAYMENT IN CASH AND THE ADMISSION FOR TRADING IN THE CATEGORY OF FIXED INCOME SECURITIES OF THE REGULATED MARKET OF THE ATHENS EXCHANGE OF THE BONDS ISSUED UNDER THE COMMON BOND LOAN OF THE COMPANY “ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.”
FROM 15 MARCH UNTIL 17 MARCH 2017
3.40% – 3.90%
Pursuant to the resolution dated 28.02.2017 of the Board of Directors of the company “ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.” (the “Company” or “Issuer” or “Opap”), the following, among others, have been decided:
(a) issuance of a common bond loan by the Company (the «CBL»), of a total amount of up to €200,000,000, of a duration of five (5) years, divided into up to 200,000 dematerialized, common, bearer bonds, each of a nominal value of €1,000 (the “Bonds”), as well the approval of the CBL’s specific terms, which constitute the CBL’s programme (the “CBL Programme”), in accordance with the applicable provisions of law 3156/2003 (the “Issue”),
(b) that the Bonds will be offered for subscription by investors by way of a public offer (the “Public Offer”), with use of the electronic book-building service (“E.BB”) of Athens Exchange and will be admitted for trading in the category of Fixed Income Securities of the Regulated Market of the Athens Exchange (the “Athens Exchange”),
If the CBL is not subscribed for an amount of at least Euro One Hundred Million (€100,000,000), the Issue will be aborted and the amount corresponding to the value for subscription of each Private Investor will be released at the latest within two business days.
FIXING OF FINAL YIELD, INTEREST RATE AND OFFER PRICE OF THE BONDS
The determination of the price, the yield, and the interest rate of the Bonds, shall be made by way of the process of book building (the “Book Building”), which shall be kept by the Joint Coordinators and Bookrunners. The Book Building will be implemented by the process of E.BB. in which only Institutional Investors may participate.
The yield range which, has been set by the Joint Coordinators and Bookrunners, in accordance with par. 3 of article 3 of Decision 19/776/13.2.2017 of the Board of Directors of the Capital Markets Commission, and within which the Institutional Investors shall submit their subscription statements, is the following:
The Interest Rate may be equal to the final yield or to be lower by up to 25 base units. The Joint Coordinators and Bookrunners shall determine the Interest Rate and the Offer Price which constitute the final yield.
The criteria and the conditions upon which the final yield, the Interest Rate and the Offer Price will be determined include the conditions of the bond market, the volume of demand per yield by the Institutional Investors, the volume and type of Institutional Investors, the volume of demand by Private Investors to the extent that the final allocation to them will surpass the minimum allocation percentage of 30%, the cost that the issuer is willing to undertake in order to service the Issue.
Indicatively, if the demand by Institutional Investors covers the Issue up to the high end of the yield range and at the same time a material part of the Issue is subscribed at a lower level of yield, the lower level may be selected, even if that would result in a smaller number of capital raised and under the condition of satisfaction of the condition for issuance of the Bonds.
The final yield will be determined by the Joint Coordinators and Bookrunners within the announced yield range for the participants in the Book Building process.
The final yield, the Interest Rate and the Offer Price shall be notified to the Capital Markets Commission and shall be published, at the latest, the next business day following the end of the Public Offer.
Concurrently with the determination of the final yield, the final allocation of the offered Bonds will be decided. In any event, the Interest Rate and the Offer Price shall be determined within the announced yield range.
For more information on the Offer Price, see section 4.3.3 ”Fixing Of Final Yield, Interest Rate And Offer Price Of The Bonds by a Public Offer via Book Building” of the Prospectus.
PROCESS FOR THE BONDS OFFERING
The Bonds offering shall be implemented by way of a Public Offer to the investors through the E.BB. process.
Any investor may be registered and file the relevant subscription statement (the “Subscription Statement”) for the purchase of Bonds, via the E.BB. process for at least one (1) offered Bond or for an integer number of Bonds. The maximum amount for subscription for every investor is the total amount of the Public offer, namely up to 200,000 Bonds. The minimum amount for participation is one (1) Bond of a nominal value of €1,000.
The Joint Coordinators and Bookrunners have been designated as Coordinators of the E.BB. process. More specifically, the Public Offer will commence on Wednesday 15 March 2017, 10.00 a.m. Greek time and shall conclude on Friday 17 March 2017, 16.00 Greek time. The E.BB. shall remain open throughout the term of the Public Offer from 10.00 a.m. until 17.00, with the exception of Friday 17 March 2017 when it will close at 16.00.
In order for an interested investor to participate in the Public Offer of the Bonds, a D.S.S. Investor and Securities Account is needed and, within the term of the Public Offer, a Subscription Statement for the Bonds shall be submitted, pursuant to the terms and conditions of the approved on 8.3.2017 Prospectus (the “Prospectus”) and the CBL Programme.
PARTICIPATION PROCESS OF PRIVATE INVESTORS IN THE PUBLIC OFFER
The interested Private Investors file their Subscription Statements at the branches of the Joint Coordinators and Bookrunners, namely “Eurobank Ergasias S.A.” and “National Bank of Greece S.A.”, the Underwriters, namely “Euroxx Securities S.A.”, “Investment Bank of Greece S.A.” and “Piraeus Securities”, the E.BB. Members, “Piraeus Bank S.A.”, as well as their DSS account Operators which cooperate with the E.BB. Members for the filing of Subscription Statements via the E.BB. Service.
In order for the interested Private Investors to participate in the Public Offer, they will need to provide their police identity card or passport, their tax identification number and a print-out of their DSS data which relate to their Investor and Securities Account.
The Subscription Statements will be accepted, only if the interested investors are beneficiaries or co-beneficiaries of the accounts that they are being registered. Interested Private Investors shall be registered at the lowest yield of the range announced. Value of subscription for Private Investors is the product of the number of bonds applied for over the nominal value of €1,000 per Bond.
PARTICIPATION PROCESS OF INSTITUTIONAL INVESTORS IN THE BOOK BUILDING
The Institutional Investors file their Subscription Statements directly to the Joint Coordinators and Bookrunners and Underwriters. Also, Subscription Statements of Intermediaries may be filed only on behalf of Institutional Investors directly to the Coordinators and Lead Underwriters and Underwriters.
The process for filing offers of Institutional Investors will have a duration between the first until the last day of the Public Offer.
The yield that will be included in the Subscription Statement, within the announced price range will be on 5 base points (0.05%) increments. Offers by Institutional Investors will be collected throughout the term of the process in the Book Building, and will be managed by of the Joint Coordinators and Bookrunners in order to determine the requested volume per yield as well as the total number of the requested Bonds.
Interested Institutional Investors and Intermediaries may be informed on the process of filing and amending an offer by the Joint Coordinators and Bookrunners and Underwriters. The Book Building will close on the last day of the Public Offer period (16.00 Greek time), whereupon all offers, as in force at that time, will be considered as final.
Details for the process of offer and allocation of Bonds may be found in section 4.3.5 «Process for the Offer, Subscription and Allocation of the Offered Bonds of the Public Offer” of the Prospectus.
Following the determination of the final yield, the Interest Rate and the Offer Price, the Joint Coordinators and Bookrunners shall determine the size of the Issue and subsequently the allocation of the Bonds to investors will be implemented as follows:
- Percentage of at least 30% of the Bonds of the Public Offer (namely minimum 60,000 Bonds in the event of full subscription of the CBL, namely issue of 200,000 Bonds) will be allocated to Private Investors; and
- The remaining 70% the Bonds (namely maximum 140,000 Bonds in the event of full subscription of the CBL, namely 200,000 Bonds) will be allocated among Institutional Investors and Private Investors.
More specifically, the criteria of allocation of Bonds among each category of investor, include the demand from Institutional Investors, the demand from the remaining part of 30% of the Private Investors, the number of Private Investors, as well as the need to create conditions for normal trading of the Bonds in the secondary market.
For more information on the allocation process, see section 126.96.36.199 “Process of allocation of the Public Offer” of the Prospectus.
More information on the Company, the Bonds and the offering are disclosed in the Prospectus, which has been approved by the Board of Directors of the Capital Markets Commission at its meeting of 08.03.2017, only regarding the compliance with the information requirements for investors, as set out in the Regulation (EC) 809/2004 of the Commission of the European Communities and law 3401/2005, as in force.
The Prospectus is available to investors in electronic form since 09.03.2017 on the following websites:
Capital Markets Commission
Eurobank Ergasias S.A.
National Bank of Greece S.A.
Investment Bank of Greece S.A.
The Prospectus if so requested, shall be available to investors in hardcopy, free of charge, at the Company’s offices and at the Advisors offices and the network of the Joint Coordinators and Bookrunners and Underwriters, throughout the Public Offer.
OPAP S.A. Board of Directors
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