Ellaktor: ‘Green light’ from D.S. for the deal with Motor Oil – Extraordinary G.S. on 25/8

The “green light” for the deal with Motor Oil was given by Ellactor’s board of directors during yesterday’s meeting.

In particular, as announced by the listed company, during the meeting of its Board of Directors on 01.08.2022, the following were decided:

I. The granting, in accordance with the provisions of articles 99, 100 and 101 of Law 4548/2018, as applicable, of a license for the Company to enter into contracts with a related party (within the meaning of article 99 par. 2(a) of Law 4548/2018).

Specifically, the Board of Directors approved the conclusion of (a) a share purchase agreement and (b) a shareholders’ agreement with the company “MOTOR OIL RENEWABLE ENERGY MONOPROSSOPI S.A.” (hereinafter “MORE”), according to which:

1. The Company will carry out a division through branch separation through the formation of a new Company, (hereinafter “SpinCo”), the shares of which will be 100% owned by the Company. At the same time, MORE and the Company will jointly establish a new Joint Stock Company, (hereinafter “HoldCo”), in which the Company will participate with a percentage of 25% and MORE with a percentage of 75%. MORE will cover its shareholding in HoldCo with cash. The Company will cover its equity interest in HoldCo, with an in-kind contribution of approximately 14% (the exact percentage to be determined upon completion of the transaction) of its shares in SpinCo. At the same time, the Company will sell and transfer the remaining percentage of its shares to SpinCo for a cash consideration. The value of the entire share capital (Equity Value) of SpinCo has been determined at €794.5 million. Taking into account, on the one hand, the net borrowing of the company on 31.12.2021 and on the other hand other adjustments, the total price of the transaction in terms of enterprise value amounted to to €994.1 million. The purchase and sale agreement (hereinafter the “Purchase Agreement”) includes customary for such transactions warranty statements with the corresponding indemnification obligations of the Buyer, as described in the share purchase agreement that will provide for all individual contracts and corporate operations that will take place for the implementation of the Transaction. Finally, HoldCo, upon completion of the above transfers, will merge with SpinCo through its absorption by the latter. Following approval by both the Company’s Shareholders and prior to incorporation, the Company will enter into a shareholders’ agreement with MORE in respect of HoldCo.

2. The terms of the above Share Purchase and Sale Agreement as well as the terms of the above shareholders’ agreement are normal terms for corresponding agreements and their conclusion is fair and to the benefit of the Company.

3. The approval of the above contracts was provided by the Board of Directors of the Company, in accordance with the provisions of articles 99 et seq. of Law 4548/2018, as applicable. The completion of the above transaction is subject to the approval of the Extraordinary General Meeting of the Company’s Shareholders on 25.08.2022 as well as all other approvals and licenses required by law, including the approval of the Competition Commission.

II. The start of the process of breaking up the Company with the separation of the renewable energy sector of the Company and its contribution to a new company that will be established (the “Beneficiary”), in accordance with articles 57 par. 3 and 59 to 74 of Law 4601 /2019, OF L. 4548/2018 and N.D. 1297/1972 as applicable (the “Secession”).

The Beneficiary will be a 100% subsidiary of the Demerger. The Demerger will retain activities and assets of assets and liabilities, which do not relate to the (demerged) activity.

Also, according to the same decision, December 31, 2021 was set as the date of the accounting and valuation of the above-mentioned branch, and after that date, all the operations carried out and which will concern the spin-off branch will be considered as carried out on behalf of the Beneficiary Company.

Completion of the Demerger is subject to the legally required approvals from the Board of Directors and the General Assembly of the Company’s shareholders and the receipt of all other necessary approvals.

The Company will inform, in accordance with current legislation, the investing public about the progress of the Separation process.

III. The convening of an Extraordinary General Meeting of the shareholders of ELLAKTOR SA, which will take place on August 25, 2022 with the subject, among other things, of the Approval of the transaction for the transfer from the Company of 75% of the Renewable Energy Sources sector, to the company with the name “MOTOR OIL RENEWABLE ENERGY MONOPROSOPI S.A.”.