MANDATORY TENDER OFFER TO THE SHAREHOLDERS OF ?CYCLON HELLAS S.A.?
“MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.”
HEREBY SUBMITS A MANDATORY TENDER OFFER TO THE SHAREHOLDERS OF
“ CYCLON HELLAS S.A.”
(trade name “CYCLON S.A.”)
FOR THE ACQUISITION OF THE TOTAL NUMBER OF COMMON REGISTERED SHARES
AT A PRICE OF EURO 0.70 PER SHARE IN CASH
(according to the Law 3461/2006)
On June 23rd, 2014 the company under the legal name “MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.” (“the Offeror”) submitted to the Hellenic Capital Market Commission (HCMC) and to the Board of Directors of the company under the legal name “CYCLON HELLAS S.A.” and trade name “CYCLON S.A.” (the “Company”), a draft copy of the Information Circular in respect of the mandatory tender offer for the acquisition of the common registered shares of the Company (the “Tender Offer”)
1. THE OFFEROR
The Societé Anonyme under the legal name “MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.”, with registered address at Maroussi Prefecture, 12A Herodou Attikou street, zip code 151 24, legally represented by the Deputy Managing Director Mr. Petros Tzannetakis.
2. THE COMPANY THE SHARES OF WHICH ARE SUBJECT TO THE TENDER OFFER
The Societé Anonyme under the legal name “CYCLON HELLAS S.A.” and the trade name “CYCLON S.A.” with registered address at Aspropyrgos of Attika, 124 Megaridos Avenue, zip code 193 00.
3. ADVISOR TO THE OFFEROR
The banking institution under the legal name “PIRAEUS BANK S.A.”, with registered address at Athens, 4 Amerikis street, zip code 105 64, acting, in accordance with article 12 of the Law 3461/2006, as Advisor to the Offeror for the purposes of the Tender Offer.
4. NUMBER OF SHARES HELD BY THE OFFEROR
On June 17th, 2014 the Offeror purchased 2,999,792 shares corresponding to 11.25% of the share capital and of the voting rights of the Company. Consequently to this share purchase, on June 17th, 2014 the Offeror held 10,122,014 common registered shares, out of a total of 26,664,840 CYCLON HELLAS S.A. shares, corresponding to approximately 37.96% of the share capital and of the voting rights of the Company thus being under the obligation to submit a mandatory tender offer according to the provisions of article 7 of the Law 3461/2006. The amount paid was Euro 0.70 per share.
On June 17th, 2014 there was no other individual / legal entity acting in concert with the Offeror, as such individual / legal entity is defined in article 2 paragraph e of the Law 3461/2006, which held Company shares.
5. SECURITIES / SHARES WHICH CONSTITUTE THE SUBJECT OF THE TENDER OFFER
The tender offer concerns the total number of common registered shares issued by the Company with a nominal value of Euro 0.47 each (the “shares”) which were not under the possession of the Offeror on June 17th, 2014. This number equals 16,542,826 shares which represent 62.04% of the paid up share capital and of the voting rights of the Company. The shares are listed and traded on the Main Market of the Athens Exchanges (“ATHEX”).
6. MAXIMUM NUMBER OF SHARES THE OFFEROR UNDERTAKES TO ACQUIRE
Within the context of the present Tender Offer and under its terms and conditions, the Offeror intends to acquire all the shares which will be offered to him.
Following the publication of the present announcement and up until the end of the Acceptance Period of the Tender Offer, the Offeror will keep on acquiring the shares offered to him by the means of transactions through the ATHEX or by the means of over the counter (OTC) at the price of the Tender Offer amount per share.
It is noted that in the period from June 18th, 2014 until June 19th, 2014 the Offeror purchased through the stock exchange market 3,372,350 shares corresponding to 12.65% of the share capital of the Company.
7. MINIMUM NUMBER OF SHARES WHICH MUST BE ACCEPTED
This is a mandatory Tender Offer and as such there is no minimum number of shares that must be offered to the Offeror in order to render this Tender Offer valid and the Offeror hereby undertakes to purchase all the shares which will be offered to him during the Tender Offer.
8. TENDER OFFER AMOUNT PER SHARE
The Offeror will pay for each share, for which the Tender Offer will be timely and legally accepted, the amount of Euro 0.70 in cash which is the highest price the Offeror or any other individual acting on his behalf or in unison with him acquired Company shares over the 12 month period preceding the date on which the Offeror became obliged to submit the Tender Offer, that is, before June 17th, 2014.
The Offeror undertakes to pay the following amounts:
a) the Hellenic Central Securities Depository rights equaling 0.08% on the value of the shares transferred (calculated as the product of the number of shares to be transferred multiplied by the highest of the following prices (i) the Tender Offer amount per share, and, (ii) the closing price of the share at the ATHEX on the day preceding the submission of the documents defined in article 46 of the Dematerialized Securities System Regulation, with minimum charge amount equal to the lowest between Euro 20 and the 20% of the value of the shares transferred per accepting shareholder) in order to effect the over the counter transaction for the share transfer pursuant to article 7 of the codified decision 153/18.12.2006 of the Board of Directors of the Hellenic Exchanges – Athens Stock Exchange S.A. as this is valid,
b) the relevant tax on stock exchange transactions, which today equals to 0.20% on the value of the over the counter transaction for the transfer of the shares to the Offeror. Consequently, the accepting shareholders will collect the Tender Offer amount per share without the deduction of the above rights under a) and the tax under b) respectively.
At the present Tender Offer:
i) Based on the official data of the ATHEX, the Volume Weighted Average Price of the Company shares over the 6 month period preceding the date on which the Offeror became obliged to submit the Tender Offer was Euro 0.508
ii) During the 12 month period preceding the date on which the Offeror became obliged to submit the Tender Offer, the Offeror acquired Company shares at a maximum price of Euro 0.70 per share
Consequently, the Tender Offer amount per share fulfills the conditions of article 8, paragraph 4 of the Law 3461/2006.
Lastly, it must be noted that the Tender Offer amount of Euro 0.70 per share is:
a) 37.8% higher than the closing price of the share (Euro 0.508) on the day before the Offeror became obliged to submit the Tender Offer,
b) 40.3% higher than the Volume Weighted Average Price of the share (Euro 0.499) during the 3 month period which ended on the date preceding the day the Offeror became obliged to submit the Tender Offer , and
c) 37.8% higher than the Volume Weighted Average Price of the share (Euro 0.508) during the 6 month period which ended on the date preceding the day the Offeror became obliged to submit the Tender Offer.
9. CONDITIONS OF THE TENDER OFFER
This is a mandatory Tender Offer, as defined in the article 7 of the Law 3461/2006, and to this end no conditions apply.
10. NOTES
The acceptance period will commence following the approval of the Information Circular content by the Hellenic Capital Market Commission. Copies of the Information Circular as well as of the Acceptance Declaration Forms will be available to the Company shareholders at the branches of the network of PIRAEUS BANK inGreece.
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 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 outsideGreece. 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.
Maroussi, 23.06.2014
The Board of Directors