Ellaktor: Green light from the G.S. in the deal with Motor Oil for RES

The General Assembly of Ellaktor’s shareholders, which met on August 25, approved the transfer to Motor Oil of 75% of the company’s Renewable Energy Sources sector.

At the same time, he proceeded to redefine the nature and composition of the Audit Committee.

More specifically, based on the corporate announcement, G.S. decided:

“Approval of the transaction for the transfer by the Company of 75% of the Renewable Energy Sources sector, to the company with the name “MOTOR OIL RENEWABLE ENERGY MONOPROSSOPI S.A.”.

The Board of Directors of the Company at its meeting of 01.08.2022 with the consent of all its Independent Non-Executive Members, validly granted its permission according to article 99 – 101 of Law 4548/2018 for the conclusion of a share purchase agreement and a shareholders’ agreement of the Company with the company MOTOR OIL RENEWABLE ENERGY MONOPROSSOPI S.A. (hereinafter “MORE”), while the 10-day deadline within which a shareholder with a percentage of at least 1/20 of the share capital was entitled to request the convening of an Extraordinary General Meeting has lapsed.

In particular, for taking its specific decision, the Board of Directors of the Company took into account the following:

A) The negotiations that have taken place with the company “MORE” for the conclusion of an agreement, according to which the renewable energy sector of the Company (hereinafter “RES Sector”) will be contributed through a spin-off of the sector to a new company, the share the capital of which will be owned 75% by MORE and 25% by the Company (hereinafter the “Transaction”). In particular, the above agreement will be implemented as follows: The Company will carry out a split through branch separation through the establishment 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 set up a new Joint Stock Company, (hereinafter “HoldCo”), in which the Company will participate with a 25% stake and MORE with a 75% stake. 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 to HoldCo the remaining percentage of its shares in 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. Finally, HoldCo, upon completion of the above transfers, will merge with SpinCo through its absorption by the latter.

(B) The relationship between the Company and MORE, which is a 100% subsidiary company of its shareholder under the name “MOTOR OIL A.E.”, which holds a percentage of 29.87% of the Company’s share capital and is related part with it in accordance with the provisions of case (a) of paragraph 2 of article 99 of Law 4548/2018.

(C) The final draft of the Sales Agreement, as agreed between the counterparties, the basic terms of which are available on the Company’s website. The Board of Directors decided that its terms are normal terms and their conclusion is fair and to the benefit of the Company.

(D) The final draft of the shareholders’ agreement, as agreed between the contracting parties, the main terms of which are available on the Company’s website. The Board of Directors decided that its terms are normal terms and their conclusion is fair and to the benefit of the Company. The shareholders’ agreement will be signed after the establishment of HoldCo and (E) From 01.08.2022 the evaluation report of AXIA VENTURES GROUP LIMITED in accordance with the provisions of article 101 of law 4548/2018, as applicable, regarding the reasonable and fair character of Transaction.

Following the above proposal of the Board of Directors, the Extraordinary General Meeting of the shareholders, following a legal vote:

(a) approved 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 MONOPROSSOPI S.A.” and the granting of permission according to articles 99-101 of Law 4548/2018 for the drawing up and signing of the Share Purchase Agreement and the Shareholders Agreement in accordance with the aforementioned recommendation of the Board of Directors.

(b) granted authority to the Board of Directors to take any action that may be required by the Company for the implementation and completion of the Transaction without limitations, including any amendments to the contractual texts to be concluded”.

Regarding the Audit Committee, the G.S. decided:

The Extraordinary General Meeting of shareholders of August 25, 2022 confirmed the type of Audit Committee as a mixed committee, consisting of independent non-executive members of the Board of Directors. and a third person, not a member of the Board of Directors and independent of the Company, redefined the composition of the Audit Committee and defined it to be four members, consisting of three instead of two, Independent Non-Executive Members of the Board of Directors within the meaning of no. 9 of Law 4706/20, which meet the conditions of independence of the above article, in accordance with the requirements of no. 44 (par. 1 d) of Law 4449/2017 and a fourth person independent of the Company, not a member of the Board of Directors, and specifically the elected during the Extraordinary General Assembly of 27.01.2021 member and Chairman of the Audit Committee until today Mr. Panagiotis Alamanos, who has proven experience and sufficient knowledge in auditing and accounting, as well as sufficient knowledge in the field in which the Company operates, in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017, confirmed the term of office of the Audit Committee, which will continue to be the same as that of the current Board of Directors and appointed, following a proposal by the Nominations and Remuneration Committee, as members of the Audit Committee the following members, who meet all the conditions of the law, including the independence criteria of par. 1 and 2 of no. 9 of Law 4706/20 and they have proven all the required according to the provisions of par. 1 of no. 44 of Law 4447/2017 formal and substantive qualifications, namely:

1) Panagiotis Alamanos of Charilaos, third person – non-member of the Board of Directors and independent from the company, who meets the independence criteria of par. 1 and 2 of no. 9 of Law 4706/20, with proven and sufficient knowledge and experience in auditing and accounting, as well as sufficient knowledge in the field in which the Company operates in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017 and Chairman of the Audit Committee until today,

2) Athina Hatzipetrou of Kostantinou, Independent Non-Executive Member of the Board of Directors, who meets the independence criteria of par. 1 and 2 of no. 9 of Law 4706/20, with proven and sufficient knowledge and experience in auditing and accounting, as well as sufficient knowledge in the field in which the Company operates, in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017,

3) Ioanna Dretta of Grigoriou, Independent Non-Executive Member of the Board of Directors, who meets the independence criteria of par. 1 and 2 of no. 9 of Law 4706/20, with proven and sufficient knowledge in the field in which the Company operates, in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017 and 4) Eugenia Livadarou tou Ioannis, Independent Non-Executive Member of the Board of Directors, who meets the independence criteria of par. 1 and 2 of no. 9 of Law 4706/20, with proven and sufficient knowledge in the field in which the Company operates, in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017.

Following the above decision of the Extraordinary General Meeting, the Audit Committee, during the meeting of August 25, 2022, unanimously elected as Chairman of the Audit Committee Mr. Panagiotis Alamanos of Charilaos, a third party – non-member of the Board of Directors and independent of the Company, who meets the independence criteria of par. 1 and 2 of no. 9 of Law 4706/20, with proven and sufficient knowledge and experience in auditing and accounting in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017, as well as sufficient knowledge in the field in which the Company operates in accordance with the requirements of no. 44 (par. 1 g) of Law 4449/2017 and was then formed into a House as follows:

1. Panagiotis Alamanos of Charilaos, Chairman of the Audit Committee,

2. Athina Hatzipetrou of Kostantinou, Member,

3. Ioanna Dretta of Grigoriou, Member and

4. Eugenia Livadarou tou Ioannis, Member. The term of the aforementioned Audit Committee is valid until the end of the term of the existing Board of Directors”.

See the EGS decisions in detail on the right, in the Related Files column