Ote Ads Regulatory News (OTES)

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Αthens, November 23, 2015 - The Hellenic Telecommunications Organization SA (OTE SA or Company), in accordance with Law 3556/2007, 1/434/03.07.2007 Decision of the Hellenic Capital Market Commission, Law 3340/2005 and 3/347/12.07.2005 Decision of the Hellenic Capital Market Commission, announces that:

OTE plc has launched a tender offer for its outstanding bonds maturing in May 2016 and February 2018 and announced its intention to issue a new bond of a four-year tenor. The May 2016 bonds will be repurchased at a price of 101.50%, and the February 2018 bonds will be repurchased at a price to be determined by reference to a spread of 350 bps over mid-swaps. The final amount of bonds to be repurchased will be determined by OTE plc, and will depend on the successful pricing of a new bond issue. The new bond will be issued under the OTE plc Global Medium Term Note Programme, will be euro-denominated and will bear a fixed interest rate. In respect of the May 2016 bonds, Bondholders who are allocated in the new bond issue, in addition to tendering May 2016 bonds, will receive priority of acceptance in the tender offer. No such priority of acceptance will be given to any other tendering Bondholders.

The purpose of the above liability management exercise is to manage OTE Group's debt maturity profile in an efficient manner.

The tender offer is not being made directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or any facilities of a national securities exchange of, the United States, and bonds may not be tendered in the tender offer by any such use, means, instrumentality or facility or from within the United States. Additional restrictions on distribution of this announcement and other materials relating to the tender offer, and participation in the tender offer, apply in Italy (participation permitted through authorised persons only), the United Kingdom, Belgium (qualified investors only) and France (providers of investment services relating to portfolio management for the account of third parties and/or qualified investors other than individuals, acting for their own account, only).

This communication is not an offer of securities for sale in the United States or any other jurisdiction where to do so would be unlawful. The new bonds, and the guarantee thereof, have not been and will not be registered in any jurisdiction and neither OTE SA nor OTE PLC intends to conduct a public offering of securities in any of these jurisdictions. In particular, no securities of OTE SA or OTE PLC have been or will be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and the new bonds and the guarantee thereof, may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

The tender offer is not being made, directly or indirectly, to the public in the Hellenic Republic (Greece). None of this announcement, the tender offer memorandum and any other documents or materials relating to the tender offer constitute a "public offer" (dimossia prosfora), within the meaning of Greek Law 3401/2005, or a "tender offer" (dimossia protassi), within the meaning of Greek Law 3461/2006, for the purchase, sale or exchange of, or otherwise for an investment in, securities in the territory of Greece. Accordingly, neither this announcement nor any other documents or materials relating to the tender offer have or will be submitted to the Hellenic Capital Market Commission for approval pursuant to such laws. The tender offer and any other documents or materials relating to the tender offer may only be distributed, delivered or otherwise made available in the Greek territory to "qualified investors" (eidikoi ependytes), as defined in article 2 of Greek Law 3401/2005 acting on their own account or on the account of their clients who are themselves qualified investors.

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