Pricing of the Euro 350 million Senior Notes Offering

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

 

Pursuant to the Law 3556/2007, the Hellenic Capital Market Commission Decision 1/434/03.07.2007 and Regulation (EU) 596/2014, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that its wholly owned subsidiary MOTOR OIL FINANCE PLC (the “Issuer”) has priced its EURO 350 million Senior Notes due 2022 at a coupon of 3.250% per annum (the “Notes”) and at an issue price of 99.433% of their nominal value.

The Issuer was founded under the laws of England and Wales. The notes will be guaranteed on a senior basis by MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. while an application has been made for the Notes to be admitted to listing and trading on the Irish Stock Exchange’s Global Exchange Market.

HSBC Bank plc was mandated as the “Global Coordinatorand Joint Bookrunner” of the issue while Alpha Bank A.E., Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, ING Bank N.V., London Branch,National Bank of Greece S.A. and Piraeus Bank S.A. were mandated as “Joint Bookrunners”.

The proceeds of the Noteswill be used by MOTOR OIL (HELLAS) CORINTH REFINERIES S.A., together with cash on hand,to redeem all of the Issuer’s EURO 350,000,000 5.125% Senior Notes due 2019, including payment of the applicable premium and accrued but unpaid interest.

Maroussi, 30 March 2017

The Board of Directors

 

Important Regulatory Notice

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any notes, nor willthere be any sale of notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The notes are being offered outside the United States in accordance with Regulation S under the U.S. Securities Act and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act.

 

This announcement is being distributed only to, and is directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on an offering memorandum or any of its contents.

This announcement is not a public offering of the notes in any member state of the European Economic Area (“EEA”) including Greece. Any announcement, including this announcement, and any offer of the notes will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a Prospectus for offers of Notes. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member State concerned. In relation to the offering of the notes in the Hellenic Republic no public offer, as defined in Law 3401/2005 as amended and in force, shall take place and consequently no offering or other document relating to the offering of the notes has been or will be approved by the Hellenic Capital Markets Commission.

 Neither the content of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.’s website nor any website accessible by hyperlinks on MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The preceding statement constitutes a public disclosure of inside information by MOTOR OIL (HELLAS) CORINTH REFINERIES S.A under Regulation (EU) 596/2014 (16 April 2014). This notification was made by Mr. Petros Tzannetakis, Deputy Managing Director and Chief Financial Officer of the company on 30 March 2017.