bc-Oil-Refineries 11-03
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Published: November 3, 2009
1/8STK3/8 ORL.TA
1/8IN3/8 OIL
1/8SU3/8 SRP
TO BUSINESS EDITOR AND ENERGY EDITOR:
Oil Refineries' Major Shareholders Amend Control Agreement Following
Impending Acquisition Balance of Carmel Olefins
HAIFA, Israel, November 3 /PRNewswire-FirstCall/ -- Oil Refineries Ltd.
(TASE: ORL.TA) (hereinafter: the "Company", "ORL"), Israel's largest oil
refiner, announced today that, following its announcement of October 28, 2009
with regards to the signing of the agreement with Israel Petrochemical
Enterprises Ltd. (hereinafter: "IPE") to acquire IPE's share in Carmel
Olefins Ltd. (hereinafter: "CAOL"), in exchange for the Company's allocating
17.75% of its issued share capital (following the transaction)1/813/8, its major
shareholders', the Israel Corporation Ltd. (hereinafter: "Israel Corp.") and
IPE, have signed an addendum to the Joint Control Agreement signed June 5,
2009.
The Addendum is subject to receipt of the Israeli Ministers' approval to
the Addendum under the Government Companies' Decree (Definition of National
Government Interests in Oil Refineries Ltd., 2007), and the control permits
granted under it, as well as the allocation to IPE of 431,610,944 of ORL's
shares, representing 17.75% of the Company's issued and outstanding share
capital, under the above said agreement signed October 27, 2009.
The Addendum addresses the definition of core controlling shares whereby
the core controlling shares will be defined as 40% of ORL's issued and
outstanding shares, following the said allocation to IPE, 55.625% of which
will be held by the Israel Corp. and 44.375% by IPE. The balance of shares by
the two shareholders will be deemed free and not bound by the said Addendum.
Furthermore, the Addendum refers to the parties' rights of first refusal,
Tag Along rights, Buy-Me-Buy-You rights, Nomination of Directors, Nomination
of Managers and Advisors, voting rights on certain manners as well as
additional provisions in the instance of selling controlling shares in the
Company.
The above describes only highlights of the notice and is not of an
comprehensive nature, the translation of the full immediate report issued to
the Tel Aviv Stock Exchange and the Israel Securities Authority will be
available on the Company's website (http://www.orl.co.il, under Investor
Relations, by November 4, 2009.
About Oil Refineries Ltd.
Oil Refineries Ltd. (ORL), located in the bay area of the city of Haifa,
operates Israel's largest oil refinery. ORL operates sophisticated and
state-of-the-art industrial facilities with refining capacity of 9.8 million
tons of crude oil per year, with a Nelson complexity index of 7.4, providing
a variety of quality products used in industrial operation, transportation,
private consumption, agriculture and infrastructure. The Company is also
active in the area of Polymers (through Carmel Olefins Ltd.) and Aromatics
(through wholly-owned Gadiv Petrochemical Industries Ltd.). ORL is traded on
the Tel Aviv Stock Exchange under the ticker ORL. For additional information
please visit the Company's website: http://www.orl.co.il
---------------------------------
1/813/8 Following completion of the transaction Israel Corp. will hold
approximately 37.08% of the Company, and IPE will hold 30.72%.
Company Contact:
Chief Economist and Head of Investor
Relations
Oil Refineries
Tel. +972-4-878-8320
ContactIREn@orl.co.il
Investor Relation Contacts:
GK Investor Relations
Tel. +1-646-797-2868 ¼ +972-52-695-4400
info@gkir.com
SOURCE Oil Refineries Ltd
-0- 11/03/2009
/CONTACT: Company Contact: Rony Solonicof, Chief Economist and Head of
Investor Relations, Oil Refineries, Tel. +972-4-878-8320,
ContactIREn@orl.co.il; Investor Relation Contacts: Ehud Helft ¼ Fiona Darmon,
GK Investor Relations, Tel. +1-646-797-2868 ¼ +972-52-695-4400, info@gkir.com/
(ORL.TA)
CO: Oil Refineries Ltd
ST: Israel
IN: OIL
SU: SRP
-- UKTU027 --
5448 11/03/2009 14:56 EST http://www.prnewswire.com
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