With reference to its previous announcements dated 22.05.2024, 11.06.2024 and 01.07.2024, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby informs the investment community that on 03.07.2024 its wholly owned subsidiary under the legal name MANETIAL LIMITED (Purchaser) entered into a Share Purchase Agreement with ELLAKTOR S.A. (Seller) for the acquisition of 185,793 common registered voting shares of HELECTOR S.A. owned by ELLAKTOR for a total consideration of EUR 114,731,111.11.
The said 185,793 shares issued by HELECTOR S.A. correspond to 94.44% of its fully and paid-up share capital.
The completion of the transaction is subject to various conditions, including the approval by the Competition Commission and the Extraordinary General Assembly of the shareholders of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. which will be held on 17 July 2024.
Maroussi, 4 July 2024
The Board of Directors
Following its announcement dated 11 June 2024, which was also uploaded on the General Electronic Commercial Registry (GEMI) with protocol number 3306652/18.06.2024, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the Company) hereby informs the investment public that the 10-day deadline for the submission of a request for a General Meeting to decide on the special permission in order its subsidiary under the legal name MANETIAL LIMITED to enter into a Share Purchase Agreement (SPA) for the acquisition of 185,793 registered shares issued by HELECTOR S.A., corresponding to 94.44% of the share capital of the latter, owned by the listed on the Athens Exchange company ELLAKTOR S.A. (Seller and SPA counterparty) for a total consideration amount of EUR 114,731,111.11, as this will be adjusted in accordance with the usual terms and conditions in transactions of this nature as included in the draft SPA, lapsed on June 28th, 2024.
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.
Pursuant to the Law 4548/2018 the special permission of the Company Board of Directors for the completion of the above transaction and the transfer of the 185,793 shares issued by HELECTOR S.A., is valid for six (6) months.
The present announcement is issued in accordance with paragraph 2 of the Article 101 of the Law 4548/2018.
Maroussi, 1 July 2024
The Board of Directors
Pursuant to article 2 of the Decision 3/347/12.7.2005 of the Hellenic Capital Markets Commission, it is hereby announced that the new Board of the Company in its meeting dated 20 June 2024 organised as a Body Corporate as follows:
- Vardis J. Vardinoyannis – Chairman, Non-Executive Member
- Yannis V. Vardinoyannis – Vice Chairman & CEO, Executive Μember
- John Kosmadakis – Deputy CEO, Executive Μember
- Petros Τ. Tzannetakis – Deputy CEO, Executive Μember
- Michael-Matheos I.-E. Stiakakis – Executive Μember
- Nikolaos Th. Vardinoyannis – Νon-Executive Μember
- Niki D. Stoufi – Non-Executive Member
- Panayotis J. Constantaras – Non-Executive / Independent Member
- Rania N-P Ekaterinari – Non-Executive / Independent Member
- Dimitrios-Antonios Anifantakis – Non-Executive / Independent Member
The term of the above members of the Board is for one year commencing on the next day following their election by the General Assembly and extended to the deadline the next Ordinary General Assembly has to take place and until the relevant decision is taken.
Moreover, the Audit Committee of the Company was organised as a Body Corporate on 20 June 2024 as follows:
Chair: Panayotis J. Constantaras (Non-Executive / Independent BoD Member)
Members:
Konstantinos N. Thanopoulos – Independent Third Person
Spyridon X. Kyritsis – Independent Third Person
The term of office of the Audit Committee is for one year i.e. similar to that of the members of the new Board.
Furthermore, the Board of Directors appointed the joint Remuneration & Nomination Committee with responsibilities as stipulated in articles 11 and 12 of the Law 4706/2020. The Remuneration & Nomination Committee consists of the following members:
Chair: Rania N-P Ekaterinari (Non-Executive / Independent Board member)
Members:
Dimitrios-Antonios A. Anifantakis (Non-Executive / Independent Board member)
Niki D. Stoufi (Non-Executive Board member)
Maroussi, 21 June 2024
The Board of Directors
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces the participation of its subsidiary company MORE with a stake of 49% in a Joint Venture of which majority shareholder with a stake of 51% is the company Alive Renewable Holding Limited. The latter is a subsidiary of the listed on the Bucharest Stock Exchange company PREMIER ENERGY PLC.
The Joint Venture has been awarded the project for the construction of two photovoltaic stations of aggregate installed capacity of 86 MW in photovoltaic panels complemented with an energy storage capacity of 18 MW located in Buzău county in Romania. The completion of the construction of the above projects is anticipated in the second half of the year 2025.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will update the public in relation to the construction development of the above projects with subsequent announcements or through the interim and the yearly financial reports.
Maroussi, 17 June 2024
The Board of Directors
Following its announcement issued on 22 May 2024, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (The “Company”) hereby announces that its Board in its meeting dated 10 June 2024 decided to grant a special permission allowing its subsidiary MANETIAL LIMITED to proceed with the acquisition of 94.44% of the share capital of the company under the legal name HELECTOR S.A. Specifically, the Company’s Board provided its approval to MANETIAL LIMITED (Buyer) to enter into a Share Purchase Agreement (SPA) for the acquisition of 185,793 registered shares issued by HELECTOR 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 114,731,111.11. The said 185,793 shares correspond to 94.44% of the share capital of HELECTOR 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 Deloitte Certified Public Accountants S.A. dated 10 June 2024, deemed the consideration amount of EUR 114,731,111.11 for the acquisition, through MANETIAL LIMITED, of the 94.44% stake of HELECTOR 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 Deloitte Certified Public Accountants S.A., the amount of EUR 114,731,111.11, as this will be adjusted in accordance with the usual terms and conditions in transactions of this nature as included in the draft SPA, corresponds to the fair market value of 94.44% of HELECTOR S.A.
The report of Deloitte Certified Public Accountants S.A. is available on the Company website www.moh.gr at the option: Investor Relations / Regulatory Information / Regulatory Announcements / 2024.
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 185,793 shares of HELECTOR S.A. 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, 11 June 2024
The Board of Directors
Fairness Opinion Report of Deloitte Certified Public Accountants S.A. (available in Greek only).pdf
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereinafter the “Company” hereby announces that it has initiated negotiations with the company ELLAKTOR S.A. for the acquisition either directly or through a subsidiary of all the shares that ELLAKTOR S.A. holds in the company under the name “HELECTOR Societe Anonyme of Energy and Environmental Applications” hereinafter the “HELECTOR” corresponding to 94.44% of the issued and paid – up share capital and voting rights of the Company. To this end, the Company submitted today its conditional offer, for a total consideration of Euro 114.7 million. The signing of the transaction is subject to the finalization of the sale–purchase agreement (SPA) under mutually agreed terms in relation to the above-mentioned shares as well as the granting of the approvals by the corporate bodies of the two parties.
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. will update the public in relation to the developments of the transaction with subsequent announcements.
The said public announcement takes place in accordance with article 17 of the Regulation (EU) 596/2016 and the regulations of the Rules of the Athens Stock Exchange.
Maroussi, 22 May 2024
The Board of Directors
MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces that the financial results of Q1 2024 will be released after the close of business on Tuesday, May 28th, 2024 while a teleconference has been scheduled for Wednesday, May 29th, 2024 at 17:30 hrs local time (UK: 15:30, EASTERN US: 10:30).
The Interim Financial Statements for the period 1.1.2024 – 31.3.2024 will be available on the Company website www.moh.gr (Investor Relations / Financial Information / Quarterly Financial Statements) as well as on the ATHEX site www.athexgroup.gr after the close of business on Tuesday, May 28th, 2024.
Maroussi, 14 May 2024
The Board of Directors
With reference to its previous announcement dated 15 March 2024, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. hereby announces the change of the date of the Annual Ordinary General Meeting which will be held on Wednesday 19 June 2024 (instead of Wednesday 12 June 2024).
With regard to the dividend remainder of the year 2023 the ex-date, record date and payment commencement date remain unchanged (Wednesday 26/6/2024, Thursday 27/6/2024 and Wednesday 3/7/2024 respectively).
Maroussi, 17 April 2024
The Board of Directors
In reply to the query made by Hellenic Capital Market Committee under the letter dated 8.4.2024 and with regard to articles recently appeared in daily and electronic press, MOTOR OIL (HELLAS) SA (hereinafter the “Company”) hereby informs the public as follows:
The Company in the context of the implementation of the MOTOR OIL (Hellas) S.A. Group energy transition strategy with time horizon the year 2030 (TARGET 2030 Strategy), conducts on a continuous basis discussions entailing the prospect of collaboration with other companies active in economic sectors related to the four (4) major pillars (Refining Supply & Trading, Retail & Mobility, Renewable Energy, Alternative Fuels & Circular Economy). To this end, the Company conducts due diligence to the company under the name “HELECTOR S.A.”.
For the avoidance of any doubt, the Company has not submitted until today any offer to ELLAKTOR S.A. for the acquisition of the stake the latter holds in “HELECTOR SA”.
Should the Company decide to submit such an offer, then the Company shall immediately proceed to public announcements, pursuant to article 17 of the Regulation (EU) 596/2016 and the regulations of Athens Exchange.
The present notification is made in accordance with the Regulation (EU) 596/2014 of the European Parliament, the European Council and in reply to a relevant query made by the Hellenic Capital Market Committee.
Maroussi, 8 April 2024
The Board of Directors
