JOMA INDUSTRIAL SOURCE CORP.

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.

Rückfragen & Kontakt:

For inquiries, please contact:
SCHOLDAN&Comp.
Bernhard Grabmayr
+43-1-513 23 88-0
office@scholdan.com

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