Oil Refineries: Hydrocracker Update

HAIFA, Israel, September 25, 2012 /PRNewswire/ --

Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter "the Company,""ORL"), Israel's largest integrated refining and petrochemical group, announced today about the status of the Hydrocracker Project.    

The Company is also pleased to report about the Results of the General Meeting held on September 24, 2012

This is a convenience translation from Hebrew. The binding version is the Hebrew only

Re: Hydrocracker Project

Pursuant to the declarations made in the Company's reports for the second quarter of 2012 concerning the construction of the hydrocracker facility ("the Facility"), the Company hereby advises that it is at this time completing the Facility, operating items of equipment and pipelines in the various sectors and carrying out partial running in.

In this context it should be noted that essential parts of the Facility, including the Facility's hydrogen plant and emergency torch are already operating successfully and have been handed over to the Facility operating staff.

According to its updated assessment, the Company's management expects the foregoing process to be completed, the entire Facility to be handed over to the operating staff and the whole system to be operational for the production of commercial quantities of products at the required quality, during the second part of the fourth quarter of 2012.

It should also be noted that at the date of this report, the Company is in compliance with the budget allocated for the project and the updated estimate of the date of completion of the project is not expected to cause any budget deviation.

Further to the provisions in Note 14[D](1)(c)(6)(f) to the Company's 2011 annual financial statements pertaining to the rights of the banks to demand settlement in the event that the project will be operational only after September 30, 2012, the Company is currently negotiating with the lending banks to adjust the foregoing terms to the expected operating date and the Company believes, based on these negotiation, that the banks will consent.

Based on the updated cash flow projections prepared by the Company's management, which take into account inter alia the anticipated operating date of the Facility, as noted above in this report, there is no change in the Company's board of directors' assessment in section 12 of the Board of Directors report for the second quarter of 2012 concerning the Company's ability to meet its current and projected liabilities at their maturity dates.

The Company's foregoing estimates regarding the expected date for completion of the hydrocracker, the scope of the investment in it, the expected effect of various events on the Company's cash flow projections and the agreement of the lending banks to amend the loan terms as aforesaid, are forward looking statements as defined in the Securities Law, 1968. These estimates are based on information from within the Company and information received from external sources, including the contractors carrying out work on the Facility on the Company's behalf, entities with which it has entered into loan agreements and international organizations that publish forecasts regarding oil products and petrochemical prices. The Company is not at all certain that these assessments will come to fruition, in whole or in part, since they deal with the completion and running of a most complex project that requires, particularly in these final stages, coordination between numerous parties involved in the implementation and is dependent, among others, upon factors external to the Company.

Re: Results of the General Meeting

Regulation 36D of the Securities Regulations (Periodic and Immediate Reports), 1970

At the General Meeting held on September 24, 2012, for which notice of convening was published in Form Ref. No. 2012-01-234438 and the agenda of which included the following topics:

    No.     Topic
            Reappointment of KPMG Somekh Chaikin as the Company's Auditors
            until the next General Meeting and authorization of the Company's
    1       Board of Directors to determine their fee.
            Reappointment of the Company's serving directors, other than the
    2       external directors.
            Approval of the terms of office of Mr. Akiva Mozes, Chairman of
    3       the Company's Board of Directors.

the following resolutions were adopted:

1. To reappoint KPMG Somekh Chaikin as the Company's Auditors until the next General Meeting and to authorize the Company's Board of Directors to determine their fee.
2. To reappoint the directors currently serving in the Company, with the exception of the external directors: Mr. Akiva Mozes, Chairman of the Board of Directors, Mr. David Federman, Deputy Chairman of the Board, Mr. Arieh Zilberberg, Prof. Arieh Ovadia, Mr. Avisar Paz, Mr. Ran Karol, Mr. Yossi Rosen, Mr. Eran Schwartz and Mr. Eran Sarig. The vote to reappoint each director was taken separately.
3. To approve the terms of office of Mr. Akiva Mozes as Chairman of the Company's Board of Directors.

The count of 2,156,709,776 shares participated in the vote on this issue.
The count of 1,655,044,695 shares voted in favor of the resolution, constituting 76.74% of all the participating votes on this issue.

The count of 501,665,081 shares voted against the resolution, constituting 23.26% of all the participating votes on this issue.

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 reports

Company Contact:
Rony Solonicof
Chief Economist and Head of Investor Relations
Tel. +972-4-878-8152
Contact [email protected]

Investor Relations Contact:
Ehud Helft / Porat Saar
CCG Israel
Tel. (US) +1-646-233-2161 / (Int.) +972-52-776-3687
[email protected]

SOURCE Oil Refineries Ltd