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Month: May 2014

Invitation tο the Annual Ordinary General Meeting

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Pursuant to a resolution of the Board of Directors and according to the provisions of the Law and of the Company’s Codified Memorandum and Articles of Association, the Shareholders of MOTOR OIL (HELLAS) S.A. are invited to an Ordinary General Meeting on Thursday, June 19th, 2014 at 12:30 hours, to be held at the NJV Athens Plaza Hotel, 2 Vassileos Georgiou A’ Street, Syntagma Square, Athens for discussion and decision on the following matters of the agenda:

1.   Approval of the restated Financial Statements (on a stand-alone and consolidated basis) for the fiscal year 2012 (1.1.2012 – 31.12.2012) due to the adoption of the revised IAS 19 (employee benefits)

2.   Submission and approval of the Financial Statements (on a stand-alone and consolidated basis) for the fiscal year 2013 (1.1.2013 – 31.12.2013) together with the accompanying BoD and Auditor Reports.

3.   Discharge of the Members of the BoD and of the Auditors from any liability for damages with regard to the Financial Statements and activities during the accounting year 2013.

4.   Election of the Members of the new Board of Directors as the term of service of the existing Board expires.

5.   Appointment of the Members of the Audit Committee according to article 37 of the Law 3693/2008.

6.   Approval of a Dividend amount Euro 0.20 per share for the fiscal year 2013.

7.   Election of two Certified Auditors (ordinary & substitute) for the accounting year 2014 and approval of their fees.

8.   Approval of the fees paid to BoD Members for 2013 and pre-approval of their fees for 2014.

Only the individuals and legal entities registered as shareholders of MOTOR OIL (HELLAS) S.A. in the electronic files of the Hellenic Central Securities Depository (HCSD), which is the authorised body at which Company securities are kept in dematerialised form, at the beginning of the fifth day (record date: Saturday June 14th, 2014) prior to the date of the Annual Ordinary General Meeting will be eligible to participate and vote. Proof of shareholder status will be evidenced by presenting the relevant certificate issued by HCSD in paper format or, alternatively, through direct Company access to the HCSD electronic files. The Company must safely receive the relevant HCSD certificate or the electronic confirmation denoting the shareholder status on the third day prior to the date of the Annual Ordinary General Meeting at the latest. Shareholders who do not comply with the provisions of article 28a of the Codified Law 2190/1920 can only participate in the meeting following permission granted by the General Assembly. There is no requirement for share blocking on behalf of the entitled shareholders or other similar procedure limiting the ability to sell or transfer the shares during the intervening period between the record date and the Ordinary General Meeting date.

In case that the required quorum, according to the Law and the Company Codified Memorandum and Articles of Association, is not achieved and because of this reason decisions on the matters on the agenda cannot be made, a Repeat Meeting will be held on Thursday July 3rd, 2014 at 14:00 hours at the above NJV Athens Plaza Hotel (2 Vassileos Georgiou A’ Street, Syntagma Square). Sunday, June 29th, 2014 will be the record date for the Repeat General Meeting. The Company must safely receive the relevant HCSD certificate in paper format or the electronic confirmation denoting the shareholder status, on the third day prior to the date of the Repeat General Meeting at the latest.

Eligible shareholders, as defined above, can participate in the Annual Ordinary General Meeting of the Company in person or through legally authorised representatives by presenting a copy of their S.A.T. details and their Identification Card (ID) or other documentation proving their identity.

Each shareholder has the right to appoint up to three (3) representatives. Legal Entities may participate in the Annual Ordinary General Meeting by appointing up to three (3) persons as their representatives. Nevertheless, if a shareholder keeps MOTOR OIL (HELLAS) S.A. shares in more than one securities accounts, the limitation in the number of representatives does not prevent the shareholder from appointing different representatives for the shares kept in each separate securities account in connection to the Annual Ordinary General Meeting. A representative acting on behalf of several shareholders may vote in a different way for each shareholder.

A shareholder representative is under the obligation to disclose to MOTOR OIL (HELLAS) S.A., prior to the commencement of the Annual Ordinary General Meeting, any specific fact, which may be useful to Company shareholders for the assessment of the likelihood that the representative may serve interests other than those of the represented shareholder. Within the context of the present paragraph, a conflict of interest may arise particularly in cases in which the shareholder representative:

a)     Is the controlling shareholder or other legal entity or body controlled by the controlling shareholder of MOTOR OIL (HELLAS) S.A.

b)    Is a member of the Board of Directors or the management team of MOTOR OIL (HELLAS) S.A. in general or of the controlling shareholder or other legal entity or body controlled by the controlling shareholder of MOTOR OIL (HELLAS) S.A.

c)     Is an employee or certified auditor of MOTOR OIL (HELLAS) S.A. or of the controlling shareholder or other legal entity or body controlled by the controlling shareholder of MOTOR OIL (HELLAS) S.A.

d)    Is the spouse or first degree relative of one of the persons mentioned in the above cases a) to c).

The relevant representation (proxy) form is available at the Company website (www.www.moh.gr menu option: Investor Relations / Shareholder Structure) and has to be duly signed and submitted or sent by post to MOTOR OIL’s (HELLAS) S.A. registered address (12A Herodou Attikou street, 151 24 Maroussi) in good time for receipt three (3) days prior to the Annual Ordinary General Meeting date or the Repeat General Meeting date. Shareholders having no access to the Company website can secure copies of the representation (proxy) form by calling at the Company Shareholders’ Office (tel: +30 210 8094 042 person responsible: Ms Kerassioti) which will attend to dispatch arrangements. Due to lack of a relevant provision in the Company Memorandum and Articles of Association, the use of electronic means for the appointment and annulment of shareholder representatives will not be accepted.

Each registered share issued by the Company is entitled to one vote. Due to lack of a relevant provision in the Company Memorandum and Articles of Association, remote participation and voting as well as participation and voting through electronic means in the Annual Ordinary General Meeting or the possible Repeat General Meeting will not be feasible.

Pursuant to the provisions of article 26 of the Codified Law 2190/1920 as it is in force, the Company hereby informs its shareholders that:

  • Shareholders representing 1/20 of the paid up share capital of the Company have the right to request from the Board of Directors to include additional matters on the daily agenda of the Annual Ordinary General Meeting provided that the submission of the relevant request should come to the notice of the Board of Directors at least 15 days prior to the Annual Ordinary General Meeting date. The request for the inclusion of additional matters on the daily agenda must be accompanied by justified opinion or draft decision for approval by the General Assembly (Codified Law 2190/1920, article 39 paragraph 2).

 

  • Shareholders representing 1/20 of the paid up share capital of the Company through a request which should come to the notice of the Board of Directors at least 7 days prior to the Annual Ordinary General Meeting date have the right to ask for draft decisions on the matters included on the initial or the revised agenda of the Annual Ordinary General Meeting (Codified Law 2190/1920, article 39 paragraph 2a).

 

  • Following a request by any Company shareholder, provided this request is submitted to the Company at least 5 full days prior to the Annual Ordinary General Meeting date, the Board of Directors is under the obligation to provide to the General Assembly the specific information requested regarding corporate affairs, to the extent that such information is useful for the correct appreciation of the matters on the daily agenda. No obligation for provision of information exists when the relevant information is available through the Company website. Moreover, following a request by shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is under the obligation to announce to the General Assembly, provided this is an Ordinary one, the amounts paid to every member of the Board of Directors or to Company executives during the past two year period, as well as any perks to these individuals for whatever reason or contractual agreement between them and the Company. In all above cases the Board of Directors may refuse to grant the information on the grounds of sufficient substantial reason, which has to be stated in the Minutes of the General Meeting (Codified Law 2190/1920, article 39 paragraph 4).

 

  • Following a request by shareholders representing 1/5 of the paid up share capital of the Company which has been submitted to the Company at least 5 full days prior to the Annual Ordinary General Meeting, the Board of Directors is under the obligation to provide to the Ordinary General Assembly information regarding the course of business affairs and the financial position of the Company. The Board of Directors may refuse to provide such information based on sufficient and material reason which is recorded in the Minutes of the General Meeting (Codified Law 2190/1920, article 39 paragraph 5).

The full text of the above mentioned paragraphs 2, 2a, 4 and 5 of article 39 of the Codified Law 2190/1920 is available at the Company website (www.www.moh.gr menu option: Investor Relations / Shareholder Structure).

All information pursuant to paragraph 3 of article 27 of the Codified Law 2190/1920 (invitation to the Annual Ordinary General Meeting, number of Company shares outstanding and the corresponding number of voting rights, comment of the Board of Directors on the matters on the daily agenda, representation (proxy) form for the Annual Ordinary General Meeting) is available at the Company site (www.www.moh.gr, menu option: Investor Relations / Announcements – Press Releases / General Shareholders’ Meetings or/and: Investor Relations / Shareholder Structure). Copies of the above mentioned documents are also available at the Company Shareholders’ Office (12A Herodou Attikou street, Maroussi, tel.: +30 210 8094 042).

Maroussi, May 22nd, 2014

THE BOARD OF DIRECTORS

Pricing of the EURO 350 Million Senior Notes Offering

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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

 ANNOUNCEMENT OF REGULATED INFORMATION: PRICING OF THE EURO 350 MILLION SENIOR NOTES OFFERING

Pursuant to the Law 3556/2007, the Hellenic Capital Market Commission Decision 1/434/03.07.2007, the article 13 of the Law 3340/2005 and the Hellenic Capital Market Commission Decision 3/347/12.07.2005, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that its wholly owned subsidiary MOTOR OIL FINANCE PLC (the “Issuer”) has priced its € 350 million Senior Notes due 2019 at a coupon of 5.125% per annum (the “Notes”) and at an issue price at par.

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 Luxembourg Stock Exchange’s Euro MTF Market.

HSBC Bank plc was the “Global Coordinator” of the issue while Alpha Bank A.E., Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, HSBC Bank plc, NBG Securities S.A. and Piraeus Bank S.A. acted as “Joint Book-runners”. The orders placed during the book building procedure reached an amount of approximately € 2.3 billion which led to the decision for a € 50 million upsize of the offering compared to the initial target of € 300 million.     

The proceeds of the Issue will be used by MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for refinancing existing indebtedness and general corporate purposes.

Maroussi, 15 May 2014
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 will there 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 (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement is not a public offering of the notes in any member state of the European Economic Area (“EEA”) including Greece.

This announcement is made and any offer of the notes will be made in any member state of the EEA which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”), pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of the notes and/or obtain any approval or consent by any competent authority. Accordingly, any person making or intending to make any offer within the EEA of the notes should only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to produce a prospectus and/or obtain any approval or consent by any competent authority for such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the Issuer or any initial purchaser to publish or supplement a prospectus and/or obtain any approval or consent by any competent authority for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

In relation to the offering of the notes in the Hellenic Republic no public offer, as defined in L. 3401/2005 and/or art. 10 of L. 876/1979 (all, 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.

Announcement in the Context of the Law 3556/2007: Transaction Acknowledgment

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It is hereby announced that on May 12th, 2014, MOTOR OIL HOLDINGS LTD purchased, through a block trade transaction, 90,000 MOTOR OIL (HELLAS) S.A. shares of total value EURO 804,600 from DOSON INVESTMENTS COMPANY.
The present announcement is made in the context of article 6, par. 1(b) case (iv) of the Capital Market Commission Decision 3/347/12.7.2005.

More specifically, the Board of Directors of MOTOR OIL HOLDINGS LTD consists of Messrs. Vardis J. Vardinoyannis, John V. Vardinoyannis and Petros T. Tzannetakis who are, respectively, Chairman, Executive Vice-Chairman and Executive Member of the BoD of MOTOR OIL (HELLAS) S.A., while DOSON INVESTMENTS COMPANY is closely associated with Mr. Nikos Th. Vardinoyannis, Non-Executive BoD Member of MOTOR OIL (HELLAS) S.A.

All above individuals are obliged to acknowledge their stock exchange transactions on Company shares according to article 13 of Law 3340/2005.

Maroussi, May 14th, 2014

Transactions after December 31, 2012 (Article 13 Law 3340/05)

Initiation of the Procedure for the Offering of EURO 300 Million Senior Notes

Posted on by admin

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

ANNOUNCEMENT OF REGULATED INFORMATION: INITIATION OF THE PROCEDURE FOR THE OFFERING OF EURO 300 MILLION SENIOR NOTES

Pursuant to the Law 3556/2007, the Hellenic Capital Market Commission Decision 1/434/03.07.2007, the article 13 of the Law 3340/2005 and the Hellenic Capital Market Commission Decision 3/347/12.07.2005, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that it intends to raise the amount of EURO 300 million through the offering of five year Senior Notes bearing a fixed rate coupon.

The issuer of the notes will be the wholly-owned subsidiary of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. under the legal name MOTOR OIL FINANCE PLC founded under the laws of England and Wales. The notes will be guaranteed by MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the “Guarantor”) while an application has been made for the notes to be admitted to listing and trading on the Luxembourg Stock Exchange’s Euro MTF Market.

The size of the offering and the coupon rate of the notes will be determined through a book building process and will be announced once the books close in the next few days. HSBC Bank plc is the “Global Coordinator” of the issue while Alpha Bank A.E., Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, HSBC Bank plc, NBG Securities S.A. and Piraeus Bank S.A. have been mandated to act as “Joint Book-runners”.    

The proceeds of the Issue will be used by MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for refinancing existing indebtedness and general corporate purposes.

Maroussi, 12 May 2014
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 will there 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 (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement is not a public offering of the notes in any member state of the European Economic Area (“EEA”) including Greece.

This announcement is made and any offer of the notes will be made in any member state of the EEA which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”), pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of the notes and/or obtain any approval or consent by any competent authority. Accordingly, any person making or intending to make any offer within the EEA of the notes should only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to produce a prospectus and/or obtain any approval or consent by any competent authority for such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the Issuer or any initial purchaser to publish or supplement a prospectus and/or obtain any approval or consent by any competent authority for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

In relation to the offering of the notes in the Hellenic Republic no public offer, as defined in L. 3401/2005 and/or art. 10 of L. 876/1979 (all, 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.

Trading Update Q1 2014

Posted on by admin

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

ANNOUNCEMENT OF REGULATED INFORMATION: TRADING UPDATE

Following a previous announcement in relation to the offering of Senior Notes, and pursuant to the Laws 3556/2007 and 3340/2005 and the implementing Hellenic Capital Market Commission Decisions 1/434/03.07.2007 and 3/347/12.07.2005, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby informs the investing public that for the quarter ended 31 March 2014, the Company’s sales volumes moderately increased compared to the quarter ended 31 March 2013. Additionally, the Company’s domestic/civil volumes for the overall Greek market for the quarter ended 31 March 2014 slightly increased compared to the quarter ended 31 March 2013.
For the quarter ended 31 March 2014, the Company’s sales revenues were in line with sales revenue for the quarter ended 31 March 2013.
For the quarter ended 31 March 2014, the Company’s gross profit and EBITDA decreased compared to the quarter ended 31 March 2013, primarily due to compressed refining margins in the quarter ended 31 March 2014, which is a continuing trend from the quarter ended 31 December 2013.
As at 31 March 2014, the Company’s total bank borrowings and net debt were at approximately the same level as at 31 December 2013.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will release its full set of results for the three month period ended 31 March 2014 after the market’s close on Wednesday 28 May 2014.

Maroussi, 12 May 2014
The Board of Directors

Important Regulatory Notice

The update on the results of operations and financial information relates to the results of operations and financial condition of the Company on a stand-alone, and not consolidated basis.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any notes, nor will there 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 (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement is not a public offering of the notes in any member state of the European Economic Area (“EEA”) including Greece.

This announcement is made and any offer of the notes will be made in any member state of the EEA which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”), pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of the notes and/or obtain any approval or consent by any competent authority. Accordingly, any person making or intending to make any offer within the EEA of the notes should only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to produce a prospectus and/or obtain any approval or consent by any competent authority for such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the Issuer or any initial purchaser to publish or supplement a prospectus and/or obtain any approval or consent by any competent authority for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

In relation to the offering of the notes in the Hellenic Republic no public offer, as defined in L. 3401/2005 and/or art. 10 of L. 876/1979 (all, 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 above information is based on preliminary results and estimates and is not intended to be a comprehensive statement of the Company’s financial or operational results for the quarter ended March 31, 2014. The Company’s preliminary estimates are based on a number of assumptions that are subject to inherent uncertainties and subject to change.

Trading Update Q1 2014

Posted on by admin

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

ANNOUNCEMENT OF REGULATED INFORMATION: TRADING UPDATE

Following a previous announcement in relation to the offering of Senior Notes, and pursuant to the Laws 3556/2007 and 3340/2005 and the implementing Hellenic Capital Market Commission Decisions 1/434/03.07.2007 and 3/347/12.07.2005, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby informs the investing public that for the quarter ended 31 March 2014, the Company’s sales volumes moderately increased compared to the quarter ended 31 March 2013. Additionally, the Company’s domestic/civil volumes for the overall Greek market for the quarter ended 31 March 2014 slightly increased compared to the quarter ended 31 March 2013.
For the quarter ended 31 March 2014, the Company’s sales revenues were in line with sales revenue for the quarter ended 31 March 2013.
For the quarter ended 31 March 2014, the Company’s gross profit and EBITDA decreased compared to the quarter ended 31 March 2013, primarily due to compressed refining margins in the quarter ended 31 March 2014, which is a continuing trend from the quarter ended 31 December 2013.
As at 31 March 2014, the Company’s total bank borrowings and net debt were at approximately the same level as at 31 December 2013.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will release its full set of results for the three month period ended 31 March 2014 after the market’s close on Wednesday 28 May 2014.

Maroussi, 12 May 2014
The Board of Directors

Important Regulatory Notice

The update on the results of operations and financial information relates to the results of operations and financial condition of the Company on a stand-alone, and not consolidated basis.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any notes, nor will there 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 (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement is not a public offering of the notes in any member state of the European Economic Area (“EEA”) including Greece.
 
This announcement is made and any offer of the notes will be made in any member state of the EEA which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”), pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of the notes and/or obtain any approval or consent by any competent authority. Accordingly, any person making or intending to make any offer within the EEA of the notes should only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to produce a prospectus and/or obtain any approval or consent by any competent authority for such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the Issuer or any initial purchaser to publish or supplement a prospectus and/or obtain any approval or consent by any competent authority for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
 
In relation to the offering of the notes in the Hellenic Republic no public offer, as defined in L. 3401/2005 and/or art. 10 of L. 876/1979 (all, 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 above information is based on preliminary results and estimates and is not intended to be a comprehensive statement of the Company’s financial or operational results for the quarter ended March 31, 2014. The Company’s preliminary estimates are based on a number of assumptions that are subject to inherent uncertainties and subject to change.

Announcement in the context of the Law 3556/2007 – Transaction Acknowledgment

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It is hereby announced that on May 7th, 2014 the Legal Entity under the name ALLSPORT S.A. sold, through a block trade transaction, 200,000 MOTOR OIL (HELLAS) S.A. shares of total value EURO 1,620,000.

This announcement is made in the context of article 6, paragraph 1(b) case (iv) of the Capital Market Commission Decision 3/347/12.7.2005, considering that Mr. John V. Vardinoyannis is Executive Vice Chairman of the BoD of MOTOR OIL (HELLAS) S.A. and, at the same time, Chairman of the BoD of ALLSPORT S.A.

Maroussi, May 8th, 2014

Transactions after December 31, 2012 (Article 13 Law 3340/05)