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2014

08/09/2014

Outcome of the mandatory tender offer to the shareholders of CYCLON HELLAS



According to article 23 of the Law 3461/2006 “Incorporation to the National Legislation of the Directive 2004/25/EU in respect of Tender Offers” (the “Law”), MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (“the Offeror”), hereby announces the following:

 
1.  On 23 June 2014, the Offeror addressed a Mandatory Tender Offer (the “Tender Offer”) to the shareholders of the Company “CYCLON HELLAS S.A.” (the “Company”) for the acquisition of the total  number of common registered shares issued by the Company (the “shares”) which were not under the possession of the Offeror on the date he became obliged to submit the Tender Offer. This number equaled 16,542,826 shares representing approximately 62.04% of the paid up share capital and of the voting rights of the Company. On 14 July 2014, the Hellenic Capital Market Commission, following the relevant decision of its Board of Directors, approved the content of the Information Circular of the Mandatory Tender Offer (the “Information Circular”).

 
2.  The Τender Οffer Period of Acceptance commenced on Thursday 17 July 2014 and terminated on Thursday 4 September 2014 (the “Period of Acceptance”).

 
3.  On 17 June 2014, which signifies the date the Offeror became obliged to submit the tender offer, the Offeror possessed 10,122,014 common registered Company shares, out of a total number of 26,664,840 outstanding shares, which represented 37.96% of the paid up share capital and of the voting rights of the Company. In addition, during the period from 18 June 2014 till 16 July 2014 the Offeror purchased 13,193,762 shares through the stock exchange market, at the price of the Tender Offer amount per share, which represent approximately 49.48% of the aggregate paid up capital and of the voting rights of the Company.

 
4.  During the Period of Acceptance the shareholders accepting the Tender Offer offered 257,827 shares which represent approximately 0.97% of the paid up capital and of the voting rights of the Company.

Since the commencement of the Period of Acceptance till its termination, the Offeror purchased through the stock exchange market 1,066,475 shares which represent approximately 4.00% of the paid up capital and of the voting rights of the Company.

 
5.  Since the commencement of the Period of Acceptance till its termination, the Offeror purchased through the stock exchange market 1,066,475 shares which represent approximately 4.00% of the paid up capital and of the voting rights of the Company.

 
6.  Consequently, following the Over The Counter (OTC) transaction for the transfer of the shares offered during the Period of Acceptance, the Offeror will own 24,640,078 shares representing approximately 92.41% of the paid up capital and of the voting rights of the Company.

 
7.  The transfer of Company shares duly offered in the Tender Offer and the relevant registrations in the Dematerialized Securities System (S.A.T.) will be effected within a four (4) working day period following the termination of the Acceptance Period, that is on 10 September 2014, with the procedure analyzed in paragraph 2.22 of the Information Circular. The payment of the Tender Offer amount per share to the accepting shareholders will be effected according to their instructions as indicated in the Declaration of Acceptance on 10 September 2014.

 
8.  It is noted that according to article 28 of the Law the remaining shareholders have the right to sell their shares to the Offeror at the price of Euro 0.70 per share through the stock exchange market within a three (3) month period (the “Right of Sell Out”).

 
9.  Following the termination of the Period of Acceptance the Offeror, given that he is in possession of a number of shares in excess of 90% of the aggregate number of shares and of the voting rights of the Company, will exercise the right of ”Squeeze out” requiring all remaining shares, of which he is not the owner, to be transferred to him pursuant to article 27 of the Law. The Offeror will submit the relevant request to the Hellenic Capital Market Commission and will also notify this request to the Company. Subsequently, the Company will make the request public within the next working day according to paragraph 1 of article 16 of the Law.

 

Maroussi, 8 September 2014

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