Joma Industrial Source Corp.
Kontrollerwerb; <AT0000A00Y78>
Target company: C.A.T. oil AG; Bidder: Joma Industrial Source Corp.
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Publication pursuant to Section 35 para. 1 sentence 1 in conjunction with
Section 10 para. 3 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz – WpÜG) and Section 2 No. 6 of the
German Regulation on the applicability of provisions governing offers under
the WpÜG (WpÜG-Anwendbarkeitsverordnung)
Acquirer of control:
Joma Industrial Source Corp.
142 Main Street,
Jipfa Building, 3rd floor,
Road Town, Tortola,
Virgin Islands (British)
Registration number 1769717
Target Company:
C.A.T. oil AG
Kaerntner Ring 11-13
A-1010 Vienna
Austria
registered with the companies register (Firmenbuch) of the commercial court
(Handelsgericht) of Vienna under FN 60911m
ISIN: AT0000A00Y78
WKN: A0JKWU (ordinary bearer shares)
On 27 October 2014, Joma Industrial Source Corp. (‘Joma Industrial’), a
company under the laws of the British Virgin Islands with seat in Road
Town, Tortola (British Virgin Islands), acquired indirectly 23,301,450 of
the ordinary bearer shares in C.A.T. oil AG with seat in Vienna (Austria),
each representing a pro rata amount of the registered share capital of EUR
1.00 (ISIN: AT0000A00Y78) (the ‘C.A.T. oil Shares’), which corresponds to
approx. 47.70% of the voting rights in C.A.T. oil AG. Such voting rights in
C.A.T. oil AG are directly held by CAT. HOLDING (CYPRUS) LIMITED (‘Cat
Holding’), a limited liability company under Cyprian law with seat in
Nicosia (Cyprus).
As C.A.T. oil AG has its seat in Austria, the assessment on the acquisition
of control and the obligation to make a mandatory offer are governed by the
provisions of the Austrian Takeover Act (Übernahmegesetz – ÜbG) according
to Section 27b ÜbG. Pursuant to Section 22 para. 3 No. 2 ÜbG, the voting
rights directly held by Cat Holding are fully attributable to Joma
Industrial as follows:
On 27 October 2014, Joma Industrial acquired 100% of the shares in Skible
Holdings Limited which in turn holds 100% of the shares in Coraline
Limited, both limited liability companies under Cyprian law with seat in
Limassol (Cyprus). Coraline Limited is one of two limited partners of CAT.
GMBH CONSULTING AGENCY TRADE & COMPANY (CYPRUS) (‘Cat Partnership’), a
limited partnership under Cyprian law with seat in Nicosia (Cyprus).
Coraline Limited holds an interest of 49.75% in Cat Partnership. General
partner of Cat Partnership is CAT Trading Ges.m.b.H. (‘CAT Trading GmbH’),
a limited liability company under Austrian law with seat in Baden (Austria)
with an interest in CAT Partnership of 0.5%. CAT Trading GmbH is
wholly-owned by Coraline Limited. As a consequence, Coraline Limited is a
controlling shareholder of Cat Partnership within the meaning of Section 22
para. 3 No. 2 ÜbG. Cat Partnership holds 100% of the shares in Fairtune
Limited, a limited liability company under Cyprian law with seat in Nicosia
(Cyprus), which in turn holds all shares in Cat Holding as direct
shareholder of C.A.T. oil AG.
Thus, on 27 October 2014, Joma Industrial acquired indirect control over
C.A.T. oil AG within the meaning of Section Section 22 para. 3 No. 2 ÜbG
and has to make a mandatory offer to the shareholders of C.A.T. oil AG
pursuant to Section 22 para. 1 ÜbG.
Upon the aforementioned acquisition of control, (i) Singinvest Asian Fund,
an exempted company organized under the laws of the Cayman Islands with
seat in George Town (Cayman Islands), (ii) M.A.S. Holding AG, a corporation
under Swiss law with seat in Schattdorf (Switzerland), and (iii) Mr.
Maurice Gregoire Dijols, London (United Kingdom), (together the ‘Other
Controlling Persons’) also acquired indirect control over C.A.T. oil AG on
27 October 2014 as a result of the attribution of all voting rights in
C.A.T. oil AG indirectly held by Joma Industrial. Therefore, this
publication is also made for and on behalf of the aforementioned Other
Controlling Persons.
As Mr. Dijols already directly held 5,850 of the C.A.T. oil Shares
(corresponding to approx. 0.01% of the voting rights) prior to the
abovementioned acquisition, he – directly and indirectly – controls
23,307,300 of the voting rights in C.A.T. oil AG (corresponding to approx.
47.71% of the voting rights).
As C.A.T. oil AG has its seat in Austria, whereas the C.A.T. oil Shares are
admitted to trading on a regulated market in Germany only, the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) is competent for issues regarding the
consideration, contents of the offer document and the offer procedure
pursuant to Sections 1 para. 3 sentence 1 Nr. 2 lit. a, para. 3 sentence 2
in conjunction with Section 2 para. 3 No. 2 WpÜG and Section 2
WpÜG-Anwendbarkeitsverordnung.
Joma Industrial will make a mandatory offer to the shareholders of C.A.T.
oil AG pursuant to Section 35 para. 2 WpÜG in conjunction with Section 2
No. 7 and No. 8 WpÜG-Anwendbarkeitsverordnung after the publication of the
offer document has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
The mandatory offer will be made by way of a cash offer. Subject to the
terms and provisions in the offer document, Joma Industrial intends to
offer the shareholders of C.A.T. oil AG to acquire their C.A.T. oil Shares
at a price in cash equalling the domestic weighted average stock exchange
price of the C.A.T. oil Share during the last three months prior to the
publication of the acquisition of control.
The mandatory offer will be made in accordance with the terms and
provisions set out in the offer document. By executing the public mandatory
offer, Joma Industrial will also fulfil the obligations of the Other
Controlling Persons pursuant to Section 22 ÜbG, Section 35 WpÜG. The Other
Controlling Persons will not publish a separate mandatory offer to the
shareholders of C.A.T. oil AG.
The offer document and further information relating to the mandatory offer
will be published on the internet at:
http://www.joma-offer.de
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares in C.A.T. oil AG. The definite terms and conditions of
the mandatory offer, as well as further provisions concerning the mandatory
offer, will be published in the offer document only after the German
Federal Financial Supervisory Authority has granted permission to publish
the offer document. Investors and holders of shares in C.A.T. oil AG are
strongly advised to read the offer document and all other relevant
documents regarding the mandatory offer when they become available, since
they will contain important information.
Road Town, this 31 October 2014
Joma Industrial Source Corp.
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Listed: Regulated Market (Regulierter Markt) in Frankfurt (Prime Standard)
End of WpÜG announcement
The 31.10.2014DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in
Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart