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