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Announcement Category: Regulatory Announcements

Update regarding the special permission pursuant to article 99 of the Law 4548/2018 of the Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The Company) to the related company MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (MORE), of which the Company is the sole shareholder, to proceed with transactions with ELLAKTOR S.A.

Following its announcement submitted to the General Electronic Commercial Registry (GEMI) with protocol number 2678557/05.08.2022, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby notifies the lapse of the 10day period available to Company shareholders, pursuant to Article 100 paragraph 3 of the Law 4548/2018, to request a General Assembly with agenda item the granting of approval of the special permission pursuant to Articles 99-101 of the Law 4548/2018, allowing the Company’s subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (“MORE”) to proceed with the following:

aa) to establish jointly with ELLAKTOR S.A. a new société anonyme (“Hold Co”). ELLAKTOR will participate with 25% in “Hold Co” contributing in kind a stake of 14% approximately (the exact percentage will be finalized upon completion of the transaction) of ELLAKTOR’s participation in the company (“Spin Co”) to be established through ELLAKTOR’s separation of activities following the RES sector spin off. MORE will participate with 75% in the share capital of “Hold Co” contributing approximately EUR 330 million in cash to cover its participation. The exact amount will be finalized upon completion of the transaction. Following the establishment of “Hold Co”, the latter will raise approximately EUR 350 million by the means of a bank loan.

bb) to agree to and adopt all necessary resolutions and execute all necessary actions in order “Hold Co” to purchase all “Spin Co” shares corresponding to ELLAKTOR’s remainder 86% stake in “Spin Co” for a total consideration amount of approximately EUR 680 million. The exact amount will be finalized upon completion of the transaction.

cc) to agree to and adopt all necessary resolutions and execute all necessary actions for the merger of “Hold Co” with “Spin Co” through absorption by the latter.

dd) to enter into the Sale-Purchase Agreement (SPA) with ELLAKTOR S.A. as counterparty

ee) to enter into the Shareholders’ Agreement (SHA) with ELLAKTOR S.A. as counterparty

The special permission of the Company’s Board for the completion of the transactions is valid for six (6) months.

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will inform the investment public as regards the progress of the transactions mentioned above.

The present announcement is issued in accordance with paragraph 2 of the Article 101 of the Law 4548/2018.

Maroussi, 17 August 2022

The Board of Directors

Special permission of the Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. to its subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. to proceed with transactions with related parties pursuant to articles 99-101 of the Law 4548/2018

 Following its announcement issued on 6 May 2022, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby announces that its Board in its meeting dated August 4th, 2022 decided to grant a special permission allowing its subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (“MORE”) to proceed with the acquisition of 75% of the share capital of a company to be established, which will own ELLAKTOR’s RES portfolio with overall operating capacity of 493 MW, as well as ELLAKTOR’s development and storage project pipeline with capacity exceeding 1.6 GW.

Specifically, the Company’s Board provided its approval to MORE to proceed, jointly with ELLAKTOR S.A., with the establishment of a company (“Hold Co”) in the share capital of which MORE will participate with 75% and ELLAKTOR S.A. with 25%. MORE will contribute approximately EUR 330 million in cash to cover its participation in the share capital of “Hold Co” while ELLAKTOR S.A. will contribute in kind a stake of 14% approximately of its participation in the company (“Spin Co”) to be established through ELLAKTOR’s separation of activities following the RES sector spin off. Afterwards, “Hold Co” will secure a bank loan of EUR 350 million approximately to facilitate the transaction for the purchase of the remainder stake of 86% approximately owned by ELLAKTOR S.A. (The Seller) for a total consideration of EUR 680 million approximately. All amounts stated will be finalized upon the closing of the transaction.

Moreover, the Company’s Board provided its approval to MORE to agree and carry out all necessary actions, following completion of the above transactions and share transfers, for the merger of “Hold Co” with “Spin Co” through absorption by the latter.

To implement the above, MORE will enter into a Share Purchase Agreement (SPA) as well as a Shareholders’ Agreement (SHA) with ELLAKTOR S.A. as counterparty. MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and ELLAKTOR S.A. are related parties pursuant to articles 99-101 of the Law 4548/2018.

The Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. having taken into consideration the fairness opinion report conducted by the KPMG AUDITING S.A. dated August 2nd, 2022, deemed the consideration amount of EUR 596 million for the acquisition, through MORE, of a 75% stake in the share capital of the company to be established, the assets of which will be the RES portfolio as described in the Share Purchase Agreement, as a fair and reasonable price for the Company and its shareholders who are not related parties including the minority shareholders pursuant to the provisions of the article 101 par. 1 of the Law 4548/2018.

According to the report of KPMG the fair market value of the 75% of the Equity Value of ELLAKTOR’s RES segment ranges between EUR 547 million and EUR 655 million with midpoint the amount of EUR 598 million. The report is available on the Company website www.moh.gr at the particular option: Investor Relations  / Regulatory Information / Regulatory Announcements / 2022.

According to the Law 4548/2018 the special permission granted by the Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for the completion of the transactions is valid for six (6) months.

The present announcement is issued in accordance with the paragraph 3 of the Article 100 of the Law 4548/2018.

Maroussi, 4 August 2022

The Board of Directors

 

KPMG-Fairness Opinion on ELLAKTOR’S RES Equity Value (available in Greek Only).pdf

 

 

Announcement of Business Developments

MOTOR OIL (HELLAS) S.A. and PUBLIC POWER CORPORATION S.A. hereby announce that they have entered into a Shareholders’ Agreement (The Agreement) for the establishment of a new company under the legal name HELLENIC HYDROGEN S.A. and shareholder structure as follows: MOTOR OIL – 51%, PPC S.A. – 49%.

The implementation of the Agreement and the formation of the new company are subject to the approval by the competent authorities to which the two shareholders will file an application.

The present announcement follows the announcement dated January 13th, 2022 which referred to the intention, on behalf of MOTOR OIL and PPC, to proceed with the establishment of a Joint Venture scheme with main objective the production and storage of green Hydrogen thus facilitating the process of Greece’s energy transition to an environment of Net Zero carbon emissions.

Athens, 7 July 2022

Organization of the new Board as a Body Corporate

Pursuant to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission, it is hereby announced that the new Board of the Company in its meeting dated 1 July 2022 reorganized as a Body Corporate as follows:

Vardis J. Vardinoyannis – Chairman, Non-Executive Member

Yannis V. Vardinoyannis – Vice Chairman & Managing Director, Executive Μember

John N. Kosmadakis – Deputy Managing Director, Executive Μember

Petros Τ. Tzannetakis – Deputy Managing Director, Executive Μember

Nikolaos Th. Vardinoyannis – Νon-Executive Μember

George P. Alexandridis – Νon-Executive Μember

Niki D. Stoufi – Non-Executive Member

Panayotis J. Constantaras – Non-Executive / Independent Member

Rania N-P Ekaterinari – Non-Executive / Independent Member

Dimitrios-Antonios  A. Anifantakis – Non-Executive / Independent Member

The term of the above members of the Board is for one year commencing on the next day following their election by the General Assembly and extended to the deadline the next Ordinary General Assembly has to take place and until the relevant decision is taken.

Moreover, the Audit Committee of the Company was organized as a Body Corporate on the same day as follows:

Chair:

Panayotis J. Constantaras (Non-Executive / Independent BoD Member)

Members:

Konstantinos N. Thanopoulos – Independent Third Person

Spyridon X. Kyritsis – Independent Third Person

The term of office of the Audit Committee is for one year i.e. similar to that of the members of the new Board.

Furthermore, the Board of Directors appointed the joint Remuneration & Nomination Committee with responsibilities as stipulated in articles 11 and 12 of the Law 4706/2020. The Remuneration & Nomination Committee consists of the following members:

Chair:

Rania N-P Ekaterinari (Non-Executive / Independent Board member)

Members:

Dimitrios-Antonios  A. Anifantakis (Non-Executive / Independent Board member)

Niki D. Stoufi (Non-Executive Board member)

Lastly, the Board of Directors appointed the Sustainability Committee as follows:

Chair:

Yannis V. Vardinoyannis (Executive Board member)

Members:

Petros Τ. Tzannetakis (Executive Board member)

John N. Kosmadakis (Executive Board member)

Michael-Matheos J. Stiakakis (Refinery General Manager / Non-Board member)

Rania N-P Ekaterinari (Non-Executive / Independent Board member

Niki D. Stoufi (Non-Executive Board member)

The task of the Sustainability Committee is to oversee, approve and monitor the Group’s Sustainability Strategy, set ESG targets, monitor the ESG performance, identify opportunities or ESG risks and decide on corrective actions.

Maroussi, 1 July 2022

The Board of Directors

Regulated Information: Announcement of Business Developments

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that its wholly owned Cyprus based subsidiary under the legal name MEDIAMAX HOLDINGS LIMITED, entered into a private contract agreement with the company under the legal name PRIMOS MEDIA S.a.r.l. (Luxembourg based – subsidiary of an investment company) dated June 29th, 2022.

With the above agreement the sale and transfer from MEDIAMAX HOLDINGS LIMITED to PRIMOS MEDIA S.a.r.l. of the following were agreed:

  • 3,955,780 shares representing 50% of the share capital of the Cyprus based company NEVINE HOLDINGS LIMITED* which is the owner of 50,00001% stake in ALPHA SATELLITE TELEVISION S.A.

Following the above share transfer, the participation of each of the legal entities MEDIAMAX HOLDINGS LIMITED and PRIMOS MEDIA S.a.r.l. in the share capital of NEVINE HOLDINGS LIMITED equals 50%.

  • 8,571,382 shares representing 100% of the share capital of the Cyprus based company MARTIKORIO LIMITED* which is the owner of 24,99999% stake in ALPHA SATELLITE TELEVISION S.A.

The aggregate consideration amount for the above transactions was agreed at EUR 41,497,425.

The amount of EUR 41,497,425 has been fully paid to MEDIAMAX HOLDINGS LIMITED and the above described sale and transfer of NEVINE HOLDINGS LIMITED and MARTIKORIO LIMITED shares has been completed. Consequently, the direct and indirect participation of each of the legal entities MEDIAMAX HOLDINGS LIMITED and PRIMOS MEDIA S.a.r.l. in the share capital of ALPHA SATELLITE TELEVISION S.A. equals 50%.

Maroussi, 30 June 2022

The Board of Directors

 

(*) Prior to the completion of the above transactions, MARTIKORIO LIMITED and NEVINE HOLDINGS LIMITED were wholly owned subsidiaries of MEDIAMAX HOLDINGS LIMITED.

Amendment of the dates of the Year 2022 Financial Calendar

Following the decision of the Board for the rescheduling of the year 2022 Annual Ordinary General Assembly, MOTOR OIL (HELLAS) S.A. hereby announces the amendment of the dates of the year 2022 financial calendar as follows:

Annual Ordinary General Assembly: Thursday June 30th, 2022.

Year 2021 ex-dividend date: Thursday July 7th, 2022 (that is, after June 17th, 2022 which signifies the expiration date for the Futures Contracts on the Company´ s stock and on the FTSE/ATHEX LARGE CAP index, in which it is included).

Shareholders entitled to the year 2021 dividend: Company shareholders registered in the electronic files of the Dematerialized Securities System (S.A.T) dated Friday July 8th, 2022 (record date).

First day of payment of the year 2021 dividend: Wednesday July 13th, 2022.

 

Maroussi, June 8, 2022

The Board of Directors

Announcement of rescheduling of the date of the year 2022 Annual Ordinary General Assembly

MOTOR OIL (HELLAS) S.A. hereby announces that the Company’s Board in its meeting of June 7th, 2022 decided the rescheduling of the year 2022 Annual Ordinary General Assembly for June 30th, 2022 instead of June 22nd, 2022 which had been set initially.

Announcements regarding the Company’s amended financial calendar of the year 2022 and the new invitation of the shareholders to the Annual Ordinary General Assembly will follow.

Maroussi, 8 June 2022

The Board of Directors

Appointment of Executives and amendment of the Organization Chart

According to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Market Commission, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. announces the appointment of Mr. Andre Bledjian in the position of General Manager of Supply & Trading. Mr. Bledjian has a 25-year international professional experience in the sectors of petroleum product trading, electricity trading and the investment banking holding managerial positions with multinational Groups. He holds a master’s degree in Engineering from the University of Manchester, UK. Mr. Bledjian joined the Company in August 2021.

Furthermore, MOTOR OIL announces the creation of a General Division of Commercial Subsidiaries of the Group and the hiring of Mr. Ioannis Kalogirou for the position of General Manager. Mr. Kalogirou holds an MBA with specialization in Marketing from the University of New Haven (USA). He has 30 years of senior management experience in leading multinational companies. Mr. Kalogirou joined MOTOR OIL in June 2022.

Maroussi, 6 June 2022

The Board of Directors

Release Date of Q1 2022 Financial Results

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that the financial results of Q1 2022 will be released after the close of business on Monday June 6th, 2022 while a teleconference has been scheduled for Tuesday June 7th, 2022 at 17:30 hrs local time (UK: 15:30, EASTERN US: 10:30).

The Interim Financial Statements for the period 1.1.2022 – 31.3.2022 will be available on the Company website www.moh.gr (Investor Relations / Financial Information / Quarterly Financial Statements) as well as on the ATHEX site www.athexgroup.gr after the close of business on Monday June 6th, 2022.

Maroussi, 26 May 2022

The Board of Directors

 

Acquisition of 29.87% stake in ELLAKTOR S.A.

Motor Oil (Hellas) Corinth Refineries S.A. (“Motor Oil”) hereby announces that it has acquired 104,000,000 shares of Ellaktor S.A. (“Ellaktor” or “the Company”) from Kiloman Holdings Ltd and Greenhill Investments Ltd, which represent 29.87% of the outstanding shares of Ellaktor at a price of €1.75 per share and a total consideration of €182,000,000.

At the same time, Motor Oil has reached an in-principle framework agreement (the “Agreement”) with Reggeborgh Invest B.V. (“REGGEBORGH”) subject to customary conditions (namely due diligence and regulatory and corporate approvals ), for the acquisition of 75% of the shares of a company to be established, which will own Ellaktor’s RES with overall operating capacity of 493MW as well as Ellaktor’s development and storage project pipeline with capacity exceeding 1.6 GW. The enterprise value for the renewable energy segment has been agreed at €1 billion (on a cash free and debt free basis and normalized working capital) and will be subject to transaction and profitability related adjustments.

Under the Agreement, REGGEBORGH agrees to vote its shares in support of Motor Oil receiving customary minority protections (representation of Motor Oil in the board of directors of Ellaktor and its subsidiaries as well as customary veto rights for the protection of the value of Motor Oil investment). The Agreement also contains provisions to facilitate the potential reduction of Motor Oil’s stake in Ellaktor by 52,000,000 shares starting at the end of a two-year period at the cost that these shares were acquired as well as other customary provisions.

Motor Oil believes in the long- term fundamentals of the Company.

The present announcement is wired with the purpose to be uploaded on the ATHEX website following the letter of the Hellenic Capital Market Commission bearing protocol number 1081 /06.05.2022

Maroussi, 6 May 2022

The Board of Directors