EANS-Adhoc: C.A.T. oil AG
C.A.T. oil AG informed about alleged incorrectness
of offer document
12.12.2014 – 21:42
-------------------------------------------------------------------------------- ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Mergers - Acquisitions - Takeovers 12.12.2014 Vienna, Austria, 12 December 2014 - The management board of C.A.T. oil AG (Company) (ISIN: AT0000A00Y78; WKN: A0JKWU) was informed by AB PCO Investment Limited (Cyprus) (AB PCO), an investment vehicle of the member of the management board Anna Brinkmann, on 12 December 2014 that the offer document which was published by Joma Industrial Source Corp. (Joma or Bidder) on 11 December 2014 in conjunction with its mandatory takeover offer for all shares of the Company is allegedly incorrect in two respects. On the one hand, according to AB PCO, the Bidder informed AB PCO that the shares of the Company which are held by CAT. Holding (Cyprus) Ltd. (CAT. Holding) - in contrast to the information provided in the offer document on page 24 et seq. (English language version) - have not been pledged. According to the Bidder's Cypriot lawyers' information this statement was a misunderstanding ("Furthermore for the avoidance of any misunderstanding or confusion we attach for your reference an extract [...] which confirms that no security interest whatsoever or charge was or is created over the shares of CAT Oil AG held by CAT Holding (Cyprus) Ltd. No share pledge or charge of shares has been granted by [...] CAT. Holding (Cyprus) Limited [...].").On the other hand, according to AB PCO, the Non-Tender Agreement - mentioned on page 25 et seq. of the offer document (English language version) - between the Bidder and CAT. Holding is null and void due to violation of statutory law. The management board will inform the competent German Federal Financial Supervisory Authority (BaFin) about this situation without undue delay together with the request to further investigate the facts and to issue appropriate orders if necessary. This Ad hoc-disclosure does not qualify as a statement, or as part of a statement, by the management board and the supervisory board within the meaning of sec. 27 of the German Securities Acquisition and Takeover Act (WpÜG), which the management board and supervisory board will publish within the statutory period. C.A.T. oil AG Kaerntner Ring 11-13 A-1010 Vienna Austria Ticker symbol: O2C ISIN: AT0000A00Y78 Common Code: 025162498 Listing: Official Market / Prime Standard, Frankfurt Stock Exchange www.catoilag.com End of Ad hoc Release Press contact: FTI Consulting Carolin Amann Phone: +49 (0)69 92037-132 Email: carolin.amann@fticonsulting.com Steffi Susan Kim Phone: +49 (0)69 92037-115 Email: steffi.kim@fticonsulting.com Further inquiry note: Carolin Amann Tel: +49(0)69-92037-132 Email: carolin.amann@fticonsulting.com Steffi Susan Kim Tel: +49(0)69-92037-115 Email: steffi.kim@fticonsulting.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: C.A.T. oil AG Kärntner Ring 11-13 A-1010 Wien phone: +43(0) 1 535 23 20 - 0 FAX: +43(0) 1 535 23 20 - 20 mail: ir@catoilag.com WWW: http://www.catoilag.com sector: Oil & Gas - Upstream activities ISIN: AT0000A00Y78 indexes: SDAX, Classic All Share, Prime All Share stockmarkets: regulated dealing/prime standard: Frankfurt language: English