PETRO WELT TECHNOLOGIES AG Mr. Dijols:
Dear Ladies and Gentlemen,
As Chairman of the Supervisory Board and indirect owner of the majority shareholder Joma Industrial Source Corp., I am pleased to attend the 18th Annual General Meeting of the Company today and want to welcome all shareholders and shareholder representatives.
This AGM is of particular importance to the majority shareholder Joma Industrial Source Corp. Today, the squeeze-out and the transfer of the shares of the minority shareholders to Joma Industrial Source Corp. against payment of a cash compensation of EUR 2.20 per share are to be resolved. Joma Industrial Source Corp. has asked me to speak to you today on their behalf.
Today's task of the majority shareholder, and therefore also mine, is to explain the report on the squeeze-out, which was prepared jointly with the Management Board, and to answer your questions.
Since I do not speak German, my colleague on the Supervisory Board, Mr Stephan Theusinger, has thankfully agreed to present the explanation of the joint report for the majority shareholder in German.
I now hand over to Mr Theusinger and kindly ask him to present the report of the majority shareholder.
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Mr. Theusinger:
Thank you very much, Mr Dijols.
I would also like to welcome you, dear shareholders and shareholder representatives, to today's Annual General Meeting.
In the following, the majority shareholder will explain the report on the planned squeeze-out, which was prepared jointly with the Management Board, in accordance with section 3 paragraph 7 of the Squeeze-out Act.
As a consequence of the request of the majority shareholder Joma Industrial Source Corp. to carry out a squeeze-out pursuant to the Squeeze-out Act, Joma Industrial Source Corp. and the Management Board of Petro Welt Technologies AG have submitted a joint report on this planned squeeze-out on 22 May 2023 pursuant to section 3 paragraph 1 of the Squeeze-out Act.
First, the majority shareholder wants to emphasize that it fully agrees with the explanations given by the Management Board regarding the joint report and therefore refrains from repeating them.
Like the Management Board, the majority shareholder has also come to the conclusion that the planned squeeze-out and the cash compensation offered comply with the law.
Furthermore, the majority shareholder considers the cash compensation offered in the amount of EUR 2.20 to be more than fair and thus appropriate, especially in light of the fact that Grant Thornton Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, which we commissioned, came to the conclusion that the value per share is 94 cents. The appropriateness of the cash compensation was confirmed by the court-appointed auditor, Pro Audito Wirtschaftsprüfung und Steuerberatung GmbH.
The main reasons for the planned squeeze-out are as follows:
The start of the war in Ukraine and the hereto related sanctions forced Petro Welt Technologies AG to sell its participations in Russia last year. This was already reported in detail at the Extraordinary General Meeting held on 16 August 2022. The current group structure is a result of the war.
After the sale of the participations in Russia, the structure and objective of Petro Welt Technologies AG has changed fundamentally. The company now has only one subsidiary in Kazakhstan. The number of employees and the business activities have been drastically reduced. As a holding company, the company's role in the future will only be to manage the purchase price receivable from the sale of the Russian participations and to manage the adjustment of the greatly downsized company to the new market and industry conditions. For this, access to the capital market is no longer necessary.
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Petro Welt Technologies AG has not taken any measures on the capital market to raise new equity since 2010. Due to the reorientation of the company, the majority shareholder does not see any need to generate equity using the capital market in the medium and long term. In addition, the low free float ratio does not allow for sufficient liquidity of the Petro Welt share on the capital market, which has led to less meaningful and volatile price formations in the past.
The aim of the squeeze-out is therefore to withdraw from the German stock exchange. The costs of the stock exchange listing and resulting follow-up costs are substantial and can be cut, especially considering that the stock exchange listing no longer makes sense. The expenses particularly include costs related to reporting obligations under stock exchange law and the holding of public general meetings. These are all costs that can be avoided if access to the capital market is no longer needed. The majority shareholder therefore considers the withdrawal from the German stock exchange to be consistent and expedient. Subsequently, it is considered to change the legal form of Petro Welt Technologies AG to a limited liability company.
It was therefore a concern of the majority shareholder to offer you, the shareholders, the possibility of an exit at a more than fair and reasonable price as a result of the fundamental changes in the business environment and the business prospects of Petro Welt Technologies AG which have come about as a result of the war against Ukraine. Therefore, the majority shareholder has decided to propose a squeeze-out in accordance with the Squeeze-out Act, according to which the shares of the minority shareholders are transferred to the majority shareholder in exchange of an appropriate cash compensation.
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Petro Welt Technologies AG published this content on 28 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2023 08:26:10 UTC.
