Obligation Motor Hellas 5.125% ( XS1066486629 ) en EUR

Motor Hellas

100 % ▼

Grece

XS1066486629 ( en EUR )

5.125% par an ( paiement annuel )

15/05/2019 - Obligation échue

Prospectus brochure de l'obligation Motor Oil (Hellas) XS1066486629 en EUR 5.125%, échue

100 000 EUR

350 000 000 EUR

Motor Oil Hellas est une société grecque de raffinage et de commercialisation de produits pétroliers, active dans la production et la distribution de carburants, de lubrifiants et d'autres produits pétrochimiques.

L'Obligation émise par Motor Hellas ( Grece ) , en EUR, avec le code ISIN XS1066486629, paye un coupon de 5.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/05/2019

OFFERING MEMORANDUM
Motor Oil Finance plc
(incorporated with limited liability under the laws of England and Wales with registered number 09023703)
350,000,000 5.125% Senior Notes due 2019
guaranteed by
Motor Oil (Hellas) Corinth Refineries S.A.
(a société anonyme organised and existing under the laws of the Hellenic Republic with registration number
1482/06/B/86/26)
The issue price of the 350,000,000 5.125% Senior Notes due 2019 (the "Notes") of Motor Oil Finance plc (the "Issuer") is
100.00% of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal
amount on 15 May 2019. The Notes will bear interest from 22 May 2014 (the "Issue Date") at the rate of 5.125% per annum
payable semi-annually in arrears on 15 May and 15 November each year commencing on 15 November 2014.
Prior to 15 May 2017, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes at a redemption price
equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and additional amounts, if any, plus a
"make whole" premium, as described in this offering memorandum (the "Offering Memorandum"). At any time on or
after 15 May 2017, the Issuer may redeem all or a portion of the Notes at the redemption prices set forth in this Offering
Memorandum. In addition, at any time prior to 15 May 2017, the Issuer may redeem up to 35% of the aggregate principal
amount of the Notes with the net proceeds from certain equity offerings at the redemption price set forth in this Offering
Memorandum. The Issuer may also redeem all, but not less than all, of the Notes upon the occurrence of certain changes in
applicable tax law. Upon the occurrence of certain events constituting a change of control or upon the occurrence of certain
asset sales, the Issuer may be required to make an offer to repurchase the Notes.
The Notes will be general unsecured senior obligations of the Issuer and will rank equally in right of payment with all the
Issuer's existing and future indebtedness that is not subordinated in right of payment of the Notes. The Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Motor Oil (Hellas) Corinth Refineries S.A. (the "Company"), a
société anonyme incorporated under the laws of Greece. The guarantee of the Notes by the Company (the "Guarantee") will
rank equally in right of payment with all of the existing and future indebtedness of the Company that is not subordinated in
right of payment to the Guarantee, and senior in right of payment to all existing and future indebtedness of the Company that
is subordinated in right of payment to the Guarantee. The Notes and the Guarantee will also be effectively subordinated to all
of the Issuer's and the Company's existing and future secured debt to the extent of the value of the assets securing such debt
and to all existing and future debt of all the Company's subsidiaries that do not guarantee the Notes. This Offering
Memorandum includes information on the terms of the Notes and Guarantee, including redemption and repurchase prices,
covenants, events of default and transfer restrictions.
Currently, there is no public market for the Notes. Application has been made to admit the Notes to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF
Market"). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. There is no
assurance that the Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the
Euro MTF Market.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the
"Securities Act"). The Notes are being offered outside the United States by the Joint Bookrunners (as defined in
the section below entitled "Plan of Distribution") in accordance with Regulation S under the Securities Act
("Regulation S"), and may not be offered, sold or delivered within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes will be in registered form and in denominations of 100,000 and integral multiples of 1,000 in excess thereof. The
Notes will be in the form of a global note (the "Global Note"), which will be deposited on or around the Issue Date with a
common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg
("Clearstream Banking"). See "Book-Entry, Delivery and Form". This Offering Memorandum constitutes a prospectus for
purposes of Luxembourg law on prospectus securities dated 10 July 2005, as amended. This Offering Memorandum may only
be used for the purposes for which it has been published.
Investing in the Notes involves risks. Please refer to the risk factors beginning on page 4.
Global Coordinator and Joint Bookrunner
HSBC
Joint Bookrunners
Alpha Bank
Citigroup
Credit Suisse
NBG Securities
Piraeus Bank S.A.
16 June 2014

TABLE OF CONTENTS
Page
IMPORTANT NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
DESCRIPTION OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
INDEX OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
i

IMPORTANT NOTICES
Each of the Issuer and the Company accepts responsibility for the information contained in this Offering
Memorandum and declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Memorandum to the best of its knowledge is in accordance with the facts and contains
no omission likely to affect its import.
Each of the Issuer and the Company has confirmed to the Joint Bookrunners named under "Plan of Distribution"
below (collectively, the "Joint Bookrunners") that this Offering Memorandum contains all information
regarding the Issuer, the Company and the Notes which is (in the context of the issue of the Notes) material; such
information is true and accurate in all material respects and is not misleading; any opinions, predictions or
intentions expressed in this Offering Memorandum on the part of the Issuer or (as the case may be) the Company
are honestly held or made and are not misleading; this Offering Memorandum does not omit to state any material
fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading.
Neither the Issuer nor the Company has authorised the making or provision of any representation or information
regarding the Issuer, the Company or the Notes other than as contained in this Offering Memorandum or as
approved for such purpose by the Issuer and the Company. Any such representation or information should not be
relied upon as having been authorised by the Issuer, the Company or the Joint Bookrunners.
Neither the Joint Bookrunners nor the Trustee nor any of their respective affiliates have independently verified
the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by the Joint Bookrunners or the Trustee or any of their
respective affiliates as to the accuracy or completeness of the information contained or incorporated in this
Offering Memorandum or any other information provided by the Issuer or the Company in connection with the
offering of the Notes. Neither the Joint Bookrunner nor the Trustee accepts any liability in relation to the
information contained or incorporated by reference in this Offering Memorandum or any other information
provided by the Issuer or the Company in connection with the offering of the Notes or their distribution.
Nothing contained in this Offering Memorandum is or should be relied upon as a promise or representation by
the Joint Bookrunners as to the past or future. The Joint Bookrunners are not responsible for, and are not making
any representation to you concerning, the Issuer's and/or the Company's future performance.
In connection with the offering, the Joint Bookrunners are not acting for anyone other than the Issuer and will not
be responsible to anyone other than the Issuer and the Company for providing the protections afforded to their
clients nor for providing advice in relation to the offering.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Company since the date
of this Offering Memorandum or that the information contained in this Offering Memorandum is true subsequent
to the date hereof or that any other information supplied in connection with the Notes is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same. Each recipient of this Offering Memorandum shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer and the Company.
Neither this Offering Memorandum nor any other information supplied in connection with the offering of the
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Company, any of the Joint Bookrunners or the Trustee that any recipient of
this Offering Memorandum or any other information supplied in connection with the offering of the Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer
and/or the Company. Neither this Offering Memorandum nor any other information supplied in connection with
the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Company, any of
the Joint Bookrunners or the Trustee to any person to subscribe for or to purchase any Notes.
This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Offering Memorandum and the offer or sale of Notes may be restricted by law in certain
ii

jurisdictions. The Issuer, the Company, the Joint Bookrunners and the Trustee do not represent that this Offering
Memorandum may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action
has been taken by the Issuer, the Company, the Joint Bookrunners or the Trustee which is intended to permit a
public offering of the Notes or the distribution of this Offering Memorandum in any jurisdiction where action for
that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Offering Memorandum nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Offering Memorandum or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Memorandum and the offering and
sale of Notes. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution
of this Offering Memorandum and other offering material relating to the Notes, see "Plan of Distribution".
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to
United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States.
In this Offering Memorandum, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "EUR", "" or "euro" are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended and references to "USD", "$" and "US$" are to the lawful
currency of the United States.
Certain figures included in this Offering Memorandum have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
In connection with the issue of the Notes, HSBC Bank plc (the "Stabilising Manager") (or persons acting
on behalf of the Stabilising Manager) may over allot Notes or effect transactions with a view to supporting
the price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but
it must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the date
of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.
This Offering Memorandum is to be read in conjunction with all information which is deemed to be incorporated
herein by reference (see "Information Incorporated by Reference"). This Offering Memorandum should be read
and construed on the basis that such information is incorporated in and forms part of the Offering Memorandum.
In the United Kingdom, this Offering Memorandum may be distributed only to, and may be directed only at
persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive and that are also (1) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (2) high net worth entities,
and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(each such person being referred to as a "Relevant Person"). This Offering Memorandum and its contents are
confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a Relevant
Person should not act or rely on this Offering Memorandum or its contents.
This Offering Memorandum has not been approved for the purposes of section 21 of the UK Financial Services
and Markets Act 2000 ("FSMA") by a person authorised under FSMA. This Offering Memorandum is being
distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Notes are not being offered or sold to any person in the United Kingdom except in circumstances which will
not result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of FSMA.
iii

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains forward-looking statements. Forward-looking statements provide the
Company's current expectations or forecasts of future events. Forward-looking statements include statements
about the Company's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that
are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect,"
"intend," "may," "on-going," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the
negatives of those words or phrases, may identify forward-looking statements, but the absence of these words
does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in
this Offering Memorandum include, but are not limited to, statements regarding the Company's disclosure
concerning its operations, cash flows, capital expenditure and financial position.
Forward-looking statements appear in a number of places in this Offering Memorandum including, without
limitation, in the "Risk Factors" and "Description of the Company" sections of this Offering Memorandum.
Investors are cautioned that forward-looking statements are not guarantees of future performance. Forward-
looking statements may, and often do, differ materially from actual results. Any forward-looking statements in
this Offering Memorandum speak only as of the date of this Offering Memorandum, reflect the Company's
current view with respect to future events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and
liquidity. Investors should specifically consider the factors identified in this Offering Memorandum which could
cause actual results to differ before making an investment decision. All of the forward-looking statements made
in this Offering Memorandum are qualified by these cautionary statements. Neither the Issuer nor the Company
undertake any obligation to update or review any forward-looking statement, whether as a result of new
information, future developments or otherwise. All subsequent written and oral forward-looking statements
attributable to the Issuer, the Company or individuals acting on behalf of the Issuer or the Company are expressly
qualified in their entirety by this paragraph
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
Unless otherwise indicated, the financial information presented in this Offering Memorandum is derived from the
historical standalone audited financial statements of the Company as of and for the years ended 31 December
2011, 2012 and 2013. The audited financial statements of the Company as of and for the years ended
31 December 2011, 2012 and 2013 have been prepared in accordance with International Financial Reporting
Standards as adopted by the European Union ("IFRS"). In making an investment decision, you must rely upon
your own examination of the terms of the offering of the Notes and the financial information contained in this
Offering Memorandum.
The preparation of financial statements in conformity with IFRS requires the Company to use certain critical
accounting estimates. It also requires the Company's board of directors (the "Board of Directors") to exercise
its judgement in the process of applying the Company's accounting policies.
The audited financial statements of the Company as of and for the years ended 31 December 2011, 2012 and
2013 have been prepared based on the calendar year and are presented in euros rounded to the nearest
0.1 million or 1.0 million, as applicable.
Non-IFRS Financial Measures
In this Offering Memorandum, the Issuer and the Company have included references to certain non-IFRS
measures, including EBITDA, Adjusted EBITDA, net borrowings, net debt, and refinery operating cost. Neither
EBITDA nor Adjusted EBITDA is an IFRS measure and should not be construed as an alternative to any IFRS
measure such as revenue, gross profit, other income, net profit or cash flow from operating activities. The
Company defines "EBITDA" as profit after tax before depreciation and amortisation of non-current assets,
finance costs, income taxes and investment income. The Company defines "Adjusted EBITDA" as EBITDA as
adjusted for inventory evaluation and one-off maintenance loss. The Company defines "Net borrowings" or "net
debt" as non-current borrowings, as reported in the Company's financial statements, plus current borrowings, as
reported in the Company's financial statements less cash and cash equivalents, as reported in the Company's
financial statements. The Company defines "refinery operating cost" as cost of sales, as reported in the
Company's financial statements, less the depreciation expense attributed to cost of sales, less the amount of raw
materials and merchandises consumed. In this Offering Memorandum, the Issuer and the Company present
iv

non-IFRS measures for the Company. Non-IFRS measures should not be considered in isolation and is not a
measure of the Company's financial performance or liquidity under IFRS and should not be considered as an
alternative to profit or loss for the period or any other performance measures derived in accordance with IFRS or
as an alternative to cash flow from operating, investing or financing activities or any other measure of the
Company's liquidity derived in accordance with IFRS. Non-IFRS measures do not necessarily indicate whether
cash flow will be sufficient or available for cash requirements and may not be indicative of the Company's
results of operations. In addition, the non-IFRS measures, as the Company defines them, may not be comparable
to other similarly titled measures used by other companies.
The Issuer and the Company believe that non-IFRS measures are a useful indicator of the Company's ability to
incur and service its indebtedness and can assist certain investors, security analysts and other interested parties in
evaluating the Company. You should exercise caution in comparing the non-IFRS measures as reported by the
Company to non-IFRS measures, including EBITDA, or adjusted variations of EBITDA, of other companies.
EBITDA as presented in this Offering Memorandum differs from the definition of "Consolidated EBITDA" that
is contained in the Indenture. Non-IFRS measures have limitations as an analytical tools, and you should not
consider them in isolation. Some of these limitations include the following: (i) they do not reflect the Company's
capital expenditures or capitalised product development costs, the Company's future requirements for capital
expenditures or its contractual commitments; (ii) they do not reflect changes in, or cash requirements for, the
Company's working capital needs; (iii) they do not reflect the interest expense, or the cash requirements
necessary, to service interest or principal payments on the Company's debt; and (iv) although depreciation and
amortisation are non cash charges, the assets being depreciated and amortised will often need to be replaced in
the future and non-IFRS measures, including EBITDA and Adjusted EBITDA, do not reflect any cash
requirements that would be required for such replacements.
Certain data contained in this Offering Memorandum, including financial information, has been subject to
rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables
may not conform exactly to the total figure given for that column or row.
The financial information included in this Offering Memorandum is not intended to comply with reporting
requirements of the United States Securities Exchange Commission and will not be subject to review by the
United States Securities Exchange Commission.
MARKET AND INDUSTRY DATA
Unless otherwise expressly indicated or noted below, all information regarding markets, market size, market
share, market position, growth rates and other industry data pertaining to the Company's business contained in
this Offering Memorandum is based on estimates prepared by the Company. These estimates are based on certain
assumptions and the Company's knowledge of the industry in which it operates as well as data from various
primary and secondary sources, including publicly available information, market research and industry
publications. These publications generally state that the information they contain has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Neither the
Issuer nor the Company have independently verified such data.
In many cases, there is no readily available external information (whether from trade associations, government
bodies or other organisations) to validate market related analyses and estimates, requiring the Company to rely
on its own internally developed estimates regarding the industry in which it operates, the Company's position in
the industry, the Company's market share and the market shares of various industry participants based on
experience, the Company's own investigation of market conditions and the Company's review of industry
publications, including information made available to the public by the Company's competitors. While the
Company has examined and relied upon certain market or other industry data from external sources as the basis
of its estimates, neither the Issuer, the Company nor the Joint Bookrunners make any representation or warranty
as to the accuracy or completeness of the market or other industry data set forth in this Offering Memorandum,
and neither the Issuer, the Company nor the Joint Bookrunners have verified that data independently. Neither the
Issuer nor the Company can assure you of the accuracy and completeness of, and take no responsibility for, such
data. While the Issuer accepts responsibility for accurately reproducing market data, neither the Issuer nor the
Company accepts any further responsibility in respect of such reproduced information. Similarly, while the
Company believes its internal estimates to be reasonable, these estimates have not been verified by any
independent sources and neither the Issuer nor the Company can assure you that any of these assumptions are
accurate or correctly reflect the Company's position in the industry. The Company's estimates involve risks and
uncertainties and are subject to change based on various factors.
v

INFORMATION INCORPORATED BY REFERENCE
The information set out in the table below, which has previously been published or is published simultaneously
with this Offering Memorandum and has been filed with the Luxembourg Stock Exchange, shall be deemed to be
incorporated in, and to form part of, this Offering Memorandum provided however that any statement contained
in any document incorporated by reference in, and forming part of, this Offering Memorandum shall be deemed
to be modified or superseded for the purpose of this Offering Memorandum to the extent that a statement
contained herein modifies or supersedes such statement.
Such documents will be made available, free of charge, during usual business hours at the specified offices of the
Paying Agent for the time being in London, unless such documents have been modified or superseded.
·
Group and Company 2013 Annual Financial Report which includes the Declaration of the Board of
Directors Representatives, the Directors' Report, the Corporate Governance Statement (L. 3873/2010),
the 2013 Annual Financial Statements, the Independent Auditor's Report, Published Figures and
Information and the information Bulletin (article10, Law 3401/2005). The 2013 Annual Financial Report
for the year ended 31 December 2013 including the information set out at the following pages, in
particular:
Page(s) of the pdf
version of the 2013
Annual Financial Report
Declaration of the Board of Directors Representatives
2
Directors' Report
3 31
Corporate Governance Statement (L. 3873/2010)
32 37
Statement of Profit or Loss and other Comprehensive Income for the year ended
31 December 2013
41
Statement of Financial Position as at 31 December 2013
42
Statement of Changes in Equity for the year ended 31 December 2013
43
Statement of Cash Flows for the year ended 31 December 2013
44
Notes to the Financial Statements
45 85
Independent Auditor's Report
86 and 87
Published Figures and Information
88
Information Bulletin (article 10, Law 3401/2005)
89 and 90
·
Group and Company 2012 Annual Financial Report which includes the Declaration of the Board of
Directors Representatives, the Directors' Report, the Corporate Governance Statement (L.3873/2010), the
2012 Annual Financial Statements, the Independent Auditor's Report, Published Figures and
Information and the information Bulletin (article10, Law 3401/2005). The 2012 Annual Financial Report
for the year ended 31 December 2012 including the information set out at the following pages, in
particular:
Page(s) of the pdf
version of the 2012
Annual Financial Report
Declaration of the Board of Directors Representatives
2
Directors' Report
3 31
Corporate Governance Statement (L. 3873/2010)
32 37
Statement of Profit or Loss and other Comprehensive Income for the year ended
31 December 2013
41
Statement of Financial Position as at 31 December 2013
42
Statement of Changes in Equity for the year ended 31 December 2013
43
Statement of Cash Flows for the year ended 31 December 2013
44
Notes to the Financial Statements
45 85
Independent Auditor's Report
86 and 87
Published Figures and Information
88
Information Bulletin (article 10, Law 3401/2005)
89 and 90
vi

·
Group and Company 2011 Annual Financial Report which includes the Declaration of the Board of
Directors Representatives, the Directors' Report, the 2011 Annual Financial Statements, the Independent
Auditor's Report, Published Figures, Information and the information Bulletin (article10, Law
3401/2005) and the Corporate Governance Statement (L. 3873/2010). The 2011 Annual Financial Report
for the year ended 31 December 2011 including the information set out at the following pages, in
particular:
Page(s) of the pdf
version of the 2011
Annual Financial Report
Declaration of the Board of Directors Representatives
2
Directors' Report
3 31
Statement of Comprehensive Income for the year ended 31 December 2011
35
Statement of Financial Position as at 31 December 2011
36
Statement of Changes in Equity for the year ended 31 December 2011
37
Statement of Cash Flows for the year ended 31 December 2011
38
Notes to the Financial Statements
39 84
Independent Auditor's Report
85 and 86
Published Figures and Information
87
Information Bulletin (article 10, Law 3401/2005)
88 and 89
Corporate Governance Statement (L. 3873/2010)
90 96
Any documents themselves incorporated by reference in the documents incorporated by reference in this
Offering Memorandum shall not form part of this Offering Memorandum and are either covered in another part
of the Offering Memorandum or are not relevant for the investors.
Copies of the documents incorporated by reference in this Offering Memorandum are available for viewing on
the website of the Company (http://www.moh.gr/Default.aspx?a_id=10581). Except for the information
specifically incorporated by reference in this Offering Memorandum, the information provided on such website
is not part of this Offering Memorandum and is not incorporated by reference in it.
vii

OVERVIEW
This overview is a general description of the Notes and should be read as an introduction to this Offering
Memorandum and any decision to invest in the Notes should be based on a consideration of the Offering
Memorandum as a whole, including the documents incorporated by reference.
Words and expressions defined in the "Description of the Notes" below or elsewhere in this Offering
Memorandum have the same meanings in this overview.
Issuer:
Motor Oil Finance plc, a public limited company incorporated with
limited liability under the laws of England and Wales registered
number 09023703).
Company:
Motor Oil (Hellas) Corinth Refineries S.A. a société anonyme
organised and existing under the laws of the Hellenic Republic
(registration number 1482/06/B/86/26), which operates in the oil and
petrochemicals industries.
Notes Offered:
350,000,000 5.125% Senior Notes due 2019.
Issue Price:
100.00%.
Issue Date:
22 May 2014.
Maturity:
15 May 2019.
Interest Rate:
The Notes will bear interest from 22 May 2014 at a rate of 5.125%
per annum.
Interest Payment Dates:
Interest on the Notes will be payable semi-annually in arrears on
15 May and 15 November in each year commencing on 15 November
2014.
Ranking:
The Notes will be a general obligation of the Issuer and will:
·
rank pari passu in right of payment with all existing and future
indebtedness of the Issuer that is not subordinated to the Notes;
·
rank senior in right of payment to any and all of the existing and
future indebtedness of the Issuer that is subordinated to the Notes;
·
be effectively subordinated to all existing and future indebtedness
of the Issuer to the extent of the value of assets securing such
indebtedness; and
·
be structurally subordinated to all existing and future obligations
of the Company's subsidiaries (except the Issuer and any
subsidiary that becomes a Guarantor).
The Guarantee will be a general obligation of the Company and will:
·
rank pari passu in right of payment with all existing and future
indebtedness of the Company that is not subordinated to the
Guarantee;
·
rank senior in right of payment to any and all of the existing and
future indebtedness of the Company that is subordinated to the
Guarantee;
·
be effectively subordinated to all existing and future indebtedness
of the Company to the extent of the value of assets securing such
indebtedness; and
1