029 Group SE — M&A Activity 2014

Oct 31, 2014

News Details

Takeover Bids | 31 October 2014 16:16

Kontrollerwerb;

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