MOTOR OIL (HELLAS) CORINTH REFINERIES SA

HCMC Approval of CYCLON Tender Offer Information Circular

MANDATORY TENDER OFFER OF THE COMPANY “MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.” TO THE SHAREHOLDERS OF THE COMPANY “CYCLON HELLAS S.A.” FOR THE ACQUISITION OF THE TOTAL NUMBER OF COMMON REGISTERED SHARES OF THE COMPANY “CYCLON HELLAS S.A.” AT A PRICE OF EURO 0.70 PER SHARE IN CASH (according to the Law 3461/2006)

 

It is hereby announced that on July 14th, 2014, the Hellenic Capital Market Commission approved, pursuant to article 11 paragraph 4 of the Law 3461/2006, the content of the Information Circular of the Mandatory Tender Offer (the “Tender Offer”) which the Company under the legal name “Motor Oil (Hellas) Corinth Refineries S.A.” (“the Offeror”) had addressed on June 23rd, 2014 to the shareholders of the Company “CYCLON HELLAS S.A.” (the “Company”), and which Information Circular had subsequently on the same date previously mentioned been submitted to the Hellenic Capital Market Commission for approval and notified to the Board of Directors of the Company with simultaneous announcement to the website and the Daily Price Bulletin of Hellenic Exchanges as well as the website of the Offeror.

 

1. INFORMATION CIRCULAR AVAILABILITY

The Information Circular, as approved by the Hellenic Capital Market Commission, and the Declaration of Acceptance Forms will be freely available, during working days and hours, at the branches of the network of “Piraeus Bank S.A.” in Greece (the “Tender Agent”), from July 17th, 2014 and throughout the Acceptance Period of the Tender Offer (as this period is defined next). Furthermore, CYCLON shareholders will be able from July 17th, 2014 and throughout the Acceptance Period of the Tender Offer to get copies of the Information Circular from the Headquarters and the branches of the network of the Tender Agent, as well as the registered address of the Advisor to the Offeror “Piraeus Bank S.A.”.

The Information Circular will be also available through the website of the Offeror (www.moh.gr) and the website of the Advisor to the Offeror “Piraeus Bank S.A.” (www.piraeusbank.gr).

 

2. TENDER OFFER SUBJECT

The Tender Offer concerns the total number of common registered shares issued by the Company (the “shares of the Tender Offer”) which were not under the possession of the Offeror on the date he became obliged to submit the Tender Offer. This number equals 16,542,826 shares which represent approximately 62.04% of the paid up share capital and of the voting rights of the Company.

It is noted that during the period from June 18th, 2014 till July 8th, 2014 the Offeror purchased through the stock exchange market, at the price of the Tender Offer amount per share, 11,886,714 shares corresponding to 44.58% of the aggregate share capital of the Company. Furthermore, the Offeror intends to keep on acquiring, by the means of transactions through the ATHEX or by the means of Over The Counter (OTC), common registered shares of the Company at the price of the Tender Offer amount per share. All these share purchases will be declared to the Hellenic Capital Market Commission and published in the Daily Price Bulletin of the Athens Exchanges according to article 24 paragraph 2 of the Law 3461/2006.

 

3. TENDER OFFER ACCEPTANCE PERIOD

The Acceptance Period of the Tender Offer will commence on July 17th, 2014 and will expire on August 28th, 2014 upon termination of the office hours of the Banks that operate inGreece. Consequently, the Acceptance Period will last a total of six (6) weeks.

 

4.TENDER OFFER AMOUNT PER SHARE

The Offeror will pay the amount of Euro 0.70 (the “Offered Amount”) in cash for each share which will be timely, duly and legally offered to him.

 

It is noted that the Accepting Shareholders will collect the whole Offered Amount without deduction of the corresponding Hellenic Central Securities Depository rights and the relevant tax on stock exchange transactions.

 

5.TENDER OFFER ACCEPTANCE PROCEDURE

The tender offer acceptance procedure is analyzed in paragraph 2.18 of the Information Circular.

 

6.TENDER OFFER COMPLETION

The outcome of the Tender Offer will be published within a two (2) working day period following the termination of the Acceptance Period as provided by article 23 of the Law 3461/2006, that is up until September 1st, 2014.

The transfer of the Offered Shares to the Offeror and the payment of the Offered Amount to the Accepting Shareholders will be effected within four (4) working days following the termination of the Acceptance Period, that is up until September 3rd, 2014.

 

7.NOTES

Should, after the end of the acceptance period, the Offeror be in possession of shares corresponding to at least 90% of the total number of the voting rights of the Company, the Offeror:

(a) will exercise, pursuant to article 27 of the Law 3461/2006, the “Squeeze – out Right”, that is, to require that all remaining shares, of which he will not be the owner at the end of the Tender Offer period, be transferred to him (the “Right of Squeeze-out”).

(b) will be, pursuant to article 28 of the Law 3461/2006, under the obligation to acquire through the ATHEX all the shares offered to him within the 3 month period following the acknowledgement of the Tender Offer results at a price per share equal to the Tender Offer amount per share (the “Right of Sell - Out”),

Should the conditions of article 27 of the Law 3461/2006 be fulfilled and having exercised the “Right of Squeeze - out” right, the Offeror will pursue the delisting of the shares of the Company from the ATHEX  according to article 17, paragraph 5 of the Law 3371/2005. To this end, the Offeror will ask for an Annual General Assembly of Company shareholders to be convened in order to approve the Company filing for delisting to the Hellenic Capital Market Commission and will vote in favor of such filling in the General Assembly.

In case the article 27 conditions of the Law 3461/2006 are not met, therefore the Offeror not being in a position to exercise the “Right of Squeeze - out”, the Offeror will pursue the delisting of the Company shares from the ATHEX by the means of a relevant decision by the General Assembly of Company shareholders which requires a 95% favorable vote of the total number of voting rights of the Company according to article 17, paragraph 5 of the Law 3371/2005.

 

The present Announcement does not replace the full content of the approved Information Circular, which all interested parties should refer to and read carefully.

 

Maroussi, July 15th, 2014

 

The present Tender Offer, does not constitute an offer to purchase shares and is not addressed in any way or form (by the means of document or otherwise), directly or indirectly, to (legal entities or individuals) persons in any jurisdiction outside Greece. To this end the dispatch, distribution, postage or by any other means dissemination of copies of the Information Circular and of any other document related to the Tender Offer to these countries is forbidden. Consequently, persons which might receive the present Information Circular or documents relevant to it or/and the Tender Offer must be duly informed and take into consideration these limiting factors. Neither the Offeror, nor the Advisor to the Offeror, are to be held responsible in any way in case of breach of the above prohibitions by any individual.