GEK TERNA and MOTOR OIL announced that they signed a binding agreement for the establishment of a joint venture, through a contribution of assets of the two parties, which will be active in the production of electricity from natural gas plants and the supply of electricity and natural gas.
Specifically, the two companies will contribute the following assets to the joint venture:
(A) GEK TERNA will contribute, partly directly and partly indirectly through a 100% subsidiary of the
company:
- 100% of the shares of HERON ENERGY SERVICES S.A. (excluding energy trading activities abroad, aggregator services for RES producers (FOSE), electromobility services and other ancillary services, and services for the production of electricity from RES and the storage of electricity).
- 50% of the shares of THERMOELICTIKI KOMOTINIS S.A. (hereinafter “KOMOTINI”) and 50% of the relevant shareholder loans to KOMOTINI.
(b) MOTOR OIL will contribute:
- 100% of the shares of NRG SUPPLY AND TRADING S.A. (excluding the electromobility activities (e-mobility InCharge), micro-mobility (Automotive Solutions)).
- 50% of the shares of THERMOELICKI KOMOTINIS S.A. and 50% of the related shareholder loans to
KOMOTINI - a cash amount of 79,000,000 euros, as will be finalized upon completion of the transaction and in accordance with the specific terms of the Transaction.
MOTOR OIL will receive 50% of the shares of the joint venture. GEK TERNA will receive 50% of the joint venture’s shares (partly directly and partly indirectly through a 100% subsidiary of the company), as well as cash, the total amount of which amounts to approximately 128,000,000 euros and includes the above amount of 79,000,000 euros and the additional amount agreed to be received by GEK TERNA through a
permitted leakage mechanism (subject to completion of the relevant due diligence).
The transaction, which is expected to be completed in early 2026, is subject to the fulfillment of formal conditions, including the approvals of the competent competition authorities and RAAEY as well as the General Assemblies of the shareholders of the two companies.
