Special permission of the Board of MOTOR OIL (HELLAS) S.A. to its subsidiary MORE S.A. to proceed with transaction with a related party pursuant to the articles 99-101 of the Law 4548/2018
Following its announcement issued on 18 December 2023, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby announces that its Board in its meeting dated 22 December 2023 decided to grant a special permission allowing its subsidiary MOTOR OIL RENEWABLE ENERGY SINGLE MEMBER S.A. (“MORE”) to proceed with the acquisition of 25% of the share capital of the company ANEMOS RES S.A. which owns an RES portfolio in operating and under construction status.
Specifically, the Company’s Board provided its approval to MORE (Buyer) to enter into a Share Purchase Agreement (SPA) for the acquisition of 123,059,250 registered shares issued by ANEMOS RES S.A. owned by the listed on the Athens Exchange company ELLAKTOR S.A. (Seller and SPA counterparty) for a total consideration amount of EUR 123,520,000. The said 123,059,250 shares correspond to 25% of the share capital of ANEMOS RES S.A. while MORE possesses already 369,177,750 shares corresponding to 75% of the share capital of ANEMOS RES S.A.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and ELLAKTOR S.A. are related parties, as the former participates with a 29.87% stake in the share capital of the latter, pursuant to the articles 99-101 of the Law 4548/2018.
The Company’s Board having taken into consideration the fairness opinion report conducted by the KPMG AUDITING S.A. dated 21 December 2023, deemed the consideration amount of EUR 123,520,000 for the acquisition, through MORE, of the 25% stake of ANEMOS RES S.A. 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 25% of the Equity Value of ANEMOS RES S.A. ranges between EUR 119,077,000 and EUR 132,704,000 with midpoint the amount of EUR 125,755,000. The report is available on the Company website www.moh.gr at the option:
Investor Relations / Regulatory Information / Regulatory Announcements / 2023.
According to the Law 4548/2018 the special permission granted by the Company’s Board for the completion of the transaction and the transfer of the abovementioned 123,059,250 ANEMOS RES S.A. shares 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, 27 December 2023
The Board of Directors