27 Mar 2020
2 minutes read

Special permission of the Board pursuant to the Law 4548/2018

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

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The Company) hereby announces that its Board of Directors in its meeting dated 26 March 2020 decided to grant a special permission allowing its subsidiary IREON INVESTMENTS LTD (the Seller) to proceed with a partial divestment through the sale of OPTIMA BANK S.A. shares at a price of Euro 18.35 per share. The buyers of the OPTIMA BANK S.A. shares corresponding up to a 45% stake of OPTIMA BANK S.A. will be related to MOTOR OIL (HELLAS) S.A. parties, as these parties are defined in the articles 99 until 101 of the Law 4548/2018, the Executive Vice Chairman Mr. Yannis V. Vardinoyannis and the Non-Executive Director Mr. Demosthenes Vardinoyannis being among them.

Today IREON INVESTMENTS LTD is in possession of a 97.08% stake in OPTIMA BANK S.A. and following the completion of the share sale transactions this stake could be reduced to as low as 52.08%.

The Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. with its decision dated 26 March 2020, having taken into consideration the fairness opinion report on OPTIMA BANK S.A. dated 18 March 2020 conducted by the audit firm Grant Thornton, set the offered price at Euro 18.35 for each OPTIMA BANK S.A. share. The price of Euro 18.35 per share is termed in the Grant Thornton report as a true and fair price for the Company and its shareholders who are not related persons including the minority shareholders since this price falls within the price range of comparable values mentioned in the report (available in Greek language on the Company website www.www.moh.gr at the particular option News / 2020). The said price per share leads to a valuation of Euro 69,040,407 for all OPTIMA BANK S.A. shares.

It is noted that, the cash outlay of IREON INVESTMENTS LTD for the purchase of the 97.08% stake of OPTIMA BANK S.A., in July 2019, was Euro 67,000,000 (compared to Euro 67,027,485.40 based on the offered price of Euro 18.35 per share).

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

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

Maroussi, 27 March 2020

The Board of Directors

Grant Thornton – Fairness opinion on OPTIMA BANK S.A. shares (available in Greek only)