- 16.12.2014, 09:10:07
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- OTS0014 OTW0014
JOMA INDUSTRIAL SOURCE CORP.
Joma Industrial Source Corp. comments on Ad hoc announcement of C.A.T. oil AG dated 12 December 2014
Utl.: Joma Industrial Source Corp. comments on
Ad hoc announcement of C.A.T. oil AG dated 12 December 2014 =
VIENNA/ROAD TOWN (OTS) - No incorrectness of the offer document
- Allegations by Ms. Anna Brinkmann without any foundation
- Offer continues as published on 11 December 2014 and may be
ac-cepted by C.A.T. oil AG shareholders until 8 January 2015,
24 hrs. (CET)
VIENNA/ROAD TOWN, 16 December 2014
On 12 December 2014, C.A.T. oil AG published an ad hoc announcement
rferring to an "alleged incorrectness" of the offer document asserted
by AB PCO Investment Limited (Cyprus) ("AB PCO"), an investment
vehicle of C.A.T. oil AG's member of the management board, Ms. Anna
Brinkmann. In response to such announcement, Joma Industrial Source
Corp. hereby clarifies that the offer document as approved by the
German Federal Financial Supervisory Authority (BaFin) on 10 December
2014 and published by Joma on 11 December 2014 is correct in every
respect.
As correctly stated in Section 13.1.2 of the offer document, Joma
Industrial Source Corp., within the context of the financing
arrangement, has entered into a floating charge with Eurobank Cyprus
Ltd. whereby Joma has charged all of its assets in favour of Eurobank
Cyprus Ltd. In contrary to the allegations by AB PCO, the offer
document does not contain any reference to a share pledge agreement
between Eurobank Cyprus Ltd. and CAT. Holding (Cyprus) Limited ("Cat
Holding"), the direct shareholder of C.A.T. oil AG. In fact, Cat
Holding did not enter into any sort of securities agreement with
Eurobank Cyprus Ltd. and has never intended to do so.
Obviously, the unjustified allegations by AB PCO are based on the way
AB PCO chose to interpret the above statements in the offer document
despite the fact that, as stated in C.A.T. oil AG's announcement
dated 12 December 2014, the legal advisors of Joma Industrial Source
Corp. became aware of such suggested misunderstanding by AB PCO and
informed AB PCOs lawyers that there was no direct involvement of Cat
Holding with respect to the financing of the offer. Joma Industrial
Source Corp. takes note that this did not deter Ms. Brinkmann from
making unjustified and misleading allegations concerning the
correctness of the offer document.
Also, pursuant to C.A.T. oil AG's ad hoc announcement, AB PCO
furthermore raised doubts with regard to the validity of the
Non-Tender Agreement between Cat Holding and Joma Industrial Source
Corp. (as described in Section 13.1.2 of the offer document)
referring to an alleged "violation of statutory law". Such
allegations are not only completely unsubstantiated but also without
any legal ground. Joma Industrial Source Corp. further notes that it
has not received any proof or at least an explanation from AB PCO
shedding light on their "concerns" with the validity of the
agreement. Joma Industrial Source Corp. rests absolutely sure that it
and Cat Holding entered into the Non-Tender Agreement in compliance
with all applicable laws.
Joma Industrial Source Corp. is highly concerned by the unjustified
allegations of Ms. Brinkmann being a member of the management board
of C.A.T. oil AG. Joma Industrial Source Corp. calls on all parties
and especially C.A.T. oil AG directors who are under a statutory
obligation to stay impartial in respect of the tender offer, to act
in the interest of the shareholders, employees and customers of
C.A.T. oil AG and to refrain from further incorrect or misleading
public statements. Joma Industrial Source Corp. expects that the
management board of Cat Oil AG complies with its statutory
obligations to stay impartial and will investigate in the future the
accuracy of any allegations made and seek clarifications from Joma
Industrial Source Corp before any announcements are published.
Finally, Joma Industrial Source Corp. wishes to assure that the offer
proce-dure continues in accordance with the terms and conditions set
out in the offer document published on 11 December 2014. All C.A.T.
oil AG shareholders who wish to accept the offer as published by Joma
Industrial Source Corp. on 11 December 2014 may do so until the
expiration of the acceptance period on 8 January 2015 at 24 hrs.
(CET). The offer document can inter alia be down-loaded from the
offer website at www.joma-offer.de.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY. IT DOES NEITHER
CONSTITUTE AN INVITATION TO MAKE AN OFFER TO SELL SHARES IN C.A.T.
OIL AG NOR AN OFFER TO PURCHASE SHARES IN C.A.T. OIL AG. AN OFFER TO
PURCHASE SHARES IN C.A.T. OIL AG IS EXCLUSIVELY MADE ON THE BASIS OF
THE TERMS SET OUT IN THE OFFER DOCUMENT. THE MANDATORY OFFER IS
EXCLUSIVELY BEING MADE UNDER THE LAWS OF THE FEDERAL REPUBLIC OF
GERMANY. THE MANDATORY OFFER WILL NOT BE EXECUTED ACCORDING TO THE
PROVISIONS OF JURISDICTIONS (INCLUDING THE JURISDICTIONS OF THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, AND JAPAN) OTHER THAN
THOSE OF THE FEDERAL REPUBLIC OF GERMANY. THIS ANNOUNCEMENT INCLUDING
PARTS THEREOF IS NOT INTENDED FOR DISPATCH TO, PUBLICATION,
DISTRIBUTION OR DISSEMINATION IN, JURISDICTIONS WHERE SUCH DISPATCH,
PUBLICATION, DISTRIBUTION OR DISSEMINATION WOULD BE A BREACH OF
APPLICABLE FOREIGN LAW.
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