The Motor Oil Hellas group is proceeding with the completion of the acquisition of Helector from Εllaktor. According to a stock exchange announcement issued yesterday, the company's Board of Directors at its meeting granted special permission for its subsidiary Manetial Limited to acquire a 94.44% stake in Helector. According to the same announcement, the price amounts to €114.73 million.
The annoucenent in full:
Following its announcement issued on May 22, 2024, MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the “Company”) hereby announces that its Board, in its meeting dated June 10, 2024, decided to grant 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 articles 99-101 of Law 4548/2018.
The Board of Directors of the Company looked at the June 10, 2024 report by Deloitte Certified Public Accountants S.A. and decided that the price of EUR 114,731,111.11 for the purchase of the 94.44% stake in HELECTOR S.A. through MANETIAL LIMITED was a fair and reasonable price for the Company and its shareholders who are not related to each other, including the minority shareholders, as required by Article 101, Par. 1 of 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, under the option Investor Relations, Regulatory Information, Regulatory Announcements, 2024.
According to 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 paragraph 3 of Article 100 of Law 4548/2018.