Oil Refineries Ltd Announces Approval for Acquisition of Debentures and the Possibility for a Full Merger

HAIFA, Israel, September 10, 2012 /PRNewswire/ --

Oil Refineries Ltd. (TASE: ORL.TA) ("Oil Refineries Ltd" or the "Company") Israel's largest integrated refining and petrochemical group, announced that it has approved the peridoic purchase of debentures up to the amount of NIS 100 million, from the period between September 5, 2012 and September 4, 2013.  These include ORL debentures, series A-C and Carmel Olefin (CAOL) debentures, series A.  The acquisition will depend on market opportunities, cost, timing, scope and manner of purchase. The series of debentures to be purchased and the timing, scope and manner of the purchase will be subject to the discretion of the Company's management.

The Company expects that the acquisition of the Company's debentures will reduce the obligations of the Company and may affect its profitability and debt structure, without materially affecting the Company's cash flow. The purchase of CAOL Debentures at the price at which they are currently traded will enable good use of market opportunities and  the Company believes it is a good investment alternative.

The acquisition will be financed from the Companies own reserves and / or using existing credit sources of the company. In addition, the Board of Directors authorized management to consider the possibility of increasing the purchase plan by an additional NIS 100 million and should this decision be approved the Company will report on it accordingly.  The decision of the Board of Directors does not commit the Company to purchase such debentures and management may decide not to purchase at all and / or purchase an amount lower than approved.

The Company also announced that on September 4, 2012, the Company's Board of Directors instructed the Company's management to examine the possibility of a full merger between the Company and Carmel Olefins Ltd. (CAOL), Gadiv Aromatics Ltd. and Haifa Basic Oils Ltd. (HBO), all of which are fully held by the Company.  

This merger will be to complete the process which began with the acquisition of all the shares of these companies by the Company and to fully realize the benefits of the combination of all of the Group's companies.  

As far as a merger decision will be constructed, it will be brought to the approval of the competent bodies. .  The Company has no assurance that the said process will result in a decision to merge the companies, or that such merger will eventually be carried out.

About Oil Refineries Ltd.

Oil Refineries Ltd. (ORL), located in the bay area of the city of Haifa, operates Israel's largest integrated refining and petrochemical group. It is one of the leading refineries in the Eastern Mediterranean area and integrates, on-site, petrochemical businesses. ORL runs sophisticated and state-of-the-art industrial facilities with a refining capacity of 9.8 million tons of crude oil per year and a Nelson Complexity Index of 7.4, providing a variety of quality products used in industrial operation, transportation, private consumption, agriculture and infrastructure. Besides production of fuels, the company produces in its wholly owned subsidiaries Polymers (through Carmel Olefins Ltd), Aromatics (through Gadiv Petrochemical Industries Ltd), and Lube-Oils (through Haifa Basic Oils Ltd). The Company's shares are listed on the Tel Aviv Stock Exchange under the ticker ORL. For additional information please visit http://www.orl.co.il.

ORL is controlled by the Israel Corporation Ltd. and Israel Petrochemical Enterprises Ltd., both public companies whose shares are traded on the Tel Aviv Stock Exchange.

The above noted in this release includes forward-looking statements based on Company data, as well as Company plans and estimations based on this data. The activity, results and other data may be substantially different in reality given uncertainty and various risks, including those discussed under risk factors in the Company's financial statements and Director's report

Company Contact:
Rony Solonicof
Chief Economist and Head of Investor Relations
Tel. +972-4-878-8152
Contact IREn@orl.co.il

Investor Relations Contact:
Ehud Helft / Porat Saar
CCG Israel
Tel. (US) +1-646-233-2161 / (Int.) +972-52-776-3687
info@ccgisrael.com