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 6 July 2020, decided to grant a special permission allowing its subsidiary IREON INVESTMENTS LTD (the Seller) to proceed with the sale of the shares the latter holds in the companies OPTIMA ASSET MANAGEMENT A.E.D.A.K and OPTIMA Factors S.A. The buyer of the shares of the above companies will be OPTIMA BANK S.A., in the share capital of which IREON INVESTMENTS LTD participates with a percentage of 97.08%.
Today IREON INVESTMENTS LTD is in possession of a 94.52% stake in OPTIMA ASSET MANAGEMENT A.E.D.A.K and a 100% stake in OPTIMA Factors S.A.
The Board of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. with its decision dated July 6th, 2020, having taken into consideration the fairness opinion dated 19.6.2020 (available on the Company website www.www.moh.gr at the particular option: News/2020), conducted by the auditing firm Grant Thornton, set the offered price at Euro 0.74 per share for OPTIMA ASSET MANAGEMENT S.A. and at Euro 1.70 per share for OPTIMA FACTORS S.A. The aforementioned prices per share are termed in the Grant Thornton report as true and fair for the Company and its shareholders who are not related persons including the minority shareholders. The said prices per share correspond to a consideration of Euro 199,870.30 for the 94.52% stake of OPTIMA ASSET MANAGEMENT S.A. and Euro 6,307,000 for all OPTIMA FACTORS S.A. shares.
It is noted that, in July 2019, the total cash outlay of IREON INVESTMENTS LTD for the purchase of the 94.52% stake of OPTIMA ASSET MANAGEMENT S.A. was Euro 200,000 and for the purchase of the 100% stake of OPTIMA FACTORS S.A. was Euro 6,300,000.
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, 8 July 2020
The Board of Directors