RNS Number : 6753X
Global Oceanic Carriers Ltd
27 June 2008
27 June 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
JAPAN, CANADA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
27 JUNE 2008
RECOMMENDED CASH OFFER
BY
NEWPORT HOLDINGS LIMITED
TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
GLOBAL OCEANIC CARRIERS LIMITED
Summary
* The Board of Newport Holdings Limited ("Newport") and the Independent Directors of Global Oceanic Carriers Limited ("Global
Oceanic") are pleased to announce today that they have agreed the terms of a recommended cash offer to be made by Newport, to acquire the
entire issued and to be issued ordinary share capital of Global Oceanic.
* Under the terms of the Offer, Global Oceanic Shareholders will receive, for each Global Oceanic Share held, 170.5 pence in cash.
* The Offer values the entire existing issued ordinary share capital of Global Oceanic at approximately �68.3 million.
* The Offer price represents a premium of approximately 29 per cent. to the Closing Price of 132 pence per Global Oceanic Share on
26 June 2008, being the last Business Day prior to the commencement of the Offer Period; a premium of approximately 27 per cent. to the
average Closing Price of 134 pence per Global Oceanic Share for the month ended 26 June 2008; and a premium of approximately 33 per cent. to
the average Closing Price of 128 pence per share for the six months ended 26 June 2008.
* All matters relating to the Offer have been considered by the Independent Global Oceanic Directors, comprising Douglas Kearney,
Tom Saul and Peter St. George. Michael Tartsinis (Chairman and Chief Executive Officer of Global Oceanic) and Antonios Nikolaou (Executive
Director of Global Oceanic) cannot be treated as independent directors of Global Oceanic by reason of the fact that they are shareholders in
Newport. Christina Anagnostara (Chief Financial Officer of Global Oceanic) works on a daily basis with Michael Tartsinis and Antonios
Nikolaou and therefore was determined by the Board of Global Oceanic not to be independent for the purposes of considering the Offer. The
Independent Global Oceanic Directors are not connected with Newport and have taken responsibility for considering the Offer on behalf of
Global Oceanic Shareholders.
* The Independent Global Oceanic Directors, who have been so advised by Jefferies, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Global Oceanic Directors, Jefferies has taken into account the commercial assessments of
the Independent Global Oceanic Directors. Accordingly, the Independent Global Oceanic Directors unanimously recommend that Global Oceanic
Minority Shareholders accept the Offer. The Independent Global Oceanic Directors are unable to make any recommendation to either Kaylee
Maritime or to any person who acquires Global Oceanic Shares from Kaylee Maritime.
* Notice has been given today to AIM to cancel trading of Global Oceanic Shares on AIM. This cancellation is expected to occur on 28
July 2008.
* Noble is acting as financial adviser to Newport. Jefferies is acting as financial adviser to Global Oceanic.
Commenting on the Offer Michael Tartsinis, President of Newport Holdings Limited said:
"We are pleased today to announce the Offer for Global Oceanic. The Offer Price of 170.5 pence per Global Oceanic Share represents an
attractive premium to the current Global Oceanic share price. The merits of the Offer are, in Newport's view, clear and compelling to the
shareholders in Global Oceanic. For some time the Executive Directors of Global Oceanic have been concerned that the share price undervalues
the Company. Newport considers that the Offer Price represents an attractive opportunity for Global Oceanic Shareholders to receive a cash
offer price approximately 42.5 pence (33 per cent.) in excess of Global Oceanic's average closing share price over the last six months".
Commenting on the Offer Douglas Kearney, Non-Executive Director of Global Oceanic Carriers Limited said:
"Global Oceanic has historically traded at a discount to similar listed shipping companies and its adjusted net asset value. Global
Oceanic's fleet is approaching an average age of approximately 18 years and therefore it is reasonable to expect that Global Oceanic would
attract lower charter rates compared to newer, modern vessels. This may place further pressure on Global Oceanic's absolute share price and
its relative price compared to similar listed shipping companies. The Offer represents a premium of 29 per cent. to the Closing Price of 132
pence per Global Oceanic Share on 26 June 2008, being the last Business Day prior to the commencement of the Offer Period;"
The Offer Document and Form of Acceptance have been posted to Global Oceanic Shareholders today. The Offer is not being made, directly
or indirectly, in or into a Restricted Jurisdiction. Copies of the Offer Document and the Form of Acceptance will be available at the
offices of Charles Russell LLP, 8-10 New Fetter Lane, London EC4A 1RS.
Enquiries:
Newport Holdings Limited +30 (210) 8986362
Michael Tartsinis
Antonios Nikolaou
Noble & Company Limited (financial adviser to Newport) +44 (0)20 7763 2200
Matthew Hall
Global Oceanic Carriers Limited +44 (0)1534 837 600
Douglas Kearney, Non-Executive Director
Tom Saul, Non-Executive Director
Peter St. George, Non-Executive Director
Jefferies International Limited +44 (0)20 7029 8000
(financial adviser to Global Oceanic)
Nick Davies
Ronan Nash
Investor Relations/ Media:
Paul Lampoutis
Capital Link (London) +44 (0)20 7614 2900
This summary should be read in conjunction with the full text of the following announcement and the Appendices. Appendix I sets out the
conditions and principal further terms of the Offer. Appendix II contains source notes relating to certain information contained in this
announcement. Certain terms used in this announcement (including the summary) are defined in Appendix III to this announcement.
This announcement is not intended to, and does not constitute or form any part of, an offer or an invitation to purchase any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through
the Offer Document and (in relation to Global Oceanic Shares in certificated form) the Form of Acceptance, which will together contain the
full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document and (in relation to Global Oceanic Shares in certificated form)
the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. In particular
the Offer will not be made directly or indirectly in or into a Restricted Jurisdiction. Persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable
legal and regulatory requirements.
Further details in relation to overseas Global Oceanic Shareholders will be contained in the Offer Document.
Although the Company is incorporated in Jersey, the place of central management of the Company is currently located outside of the UK,
the Channel Islands or the Isle of Man because the main place of business is in Greece. Accordingly, as the Company is one to which
paragraph 3(a)(ii) of the Takeover Code applies, the Panel has confirmed that the Company is not subject to the Takeover Code and
Shareholders will not be afforded any protection under the Code. If circumstances change, which could result in the Company being subject to
the Takeover Code, the Company will consult with the Panel. If the Panel determines that, as a result of such changes, the Takeover Code
becomes applicable to the Company, an announcement will be made.
This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking
statements' concerning the Offer and statements regarding Newport's plans, objectives and expected performance. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates', 'estimates' or similar
expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual
results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors
that are beyond Newport and Global Oceanic's abilities to control or estimate precisely, such as future market conditions and the behaviours
of other market participants, and therefore undue reliance should not be placed on such statements. Newport and Global Oceanic assume no
obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Noble, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial
advisor to Newport, and for no one else in connection with the Offer and this announcement and will not regard any other person as its
client nor be responsible to anyone other than Newport for providing the protections afforded to clients of Noble, nor for providing advice
in relation to the Offer and this announcement or any matter referred to herein.
Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Global
Oceanic, and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Global
Oceanic for providing the protections afforded to its customers, nor for providing advice in relation to the Offer and this announcement or
any matter referred to herein.
The Newport Directors accept responsibility for the information contained in this announcement, (other than the information relating to
Global Oceanic, the Global Oceanic Directors, members of their immediate families, related trusts and other connected persons). To the best
of the knowledge and belief of the Newport Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they are responsible, is in accordance with the facts and does not omit anything likely to affect
the import of such information.
The Global Oceanic Directors accept responsibility for the information contained in this announcement relating to Global Oceanic, the
Global Oceanic Directors, members of their immediate families, related trusts and other connected persons (other than the recommendation of
the Offer by the Independent Global Oceanic Directors to the Global Oceanic Minority Shareholders, for which the Independent Global Oceanic
Directors alone accept responsibility). To the best of the knowledge and belief of the Global Oceanic Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in this announcement, for which they are responsible, is in
accordance with the facts and does not omit anything likely to affect the import of such information.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
JAPAN, CANADA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
27 JUNE 2008
RECOMMENDED CASH OFFER
BY
NEWPORT HOLDINGS LIMITED
TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
GLOBAL OCEANIC CARRIERS LIMITED
1. Introduction
The board of Newport and the Independent Global Oceanic Directors are pleased to announce today that they have agreed the terms of a
recommended cash offer to be made by Newport, to acquire the entire issued and to be issued ordinary share capital of Global Oceanic.
Under the terms of the Offer, Global Oceanic Shareholders will receive, for each Global Oceanic Share held, 170.5 pence in cash. The
Offer values the entire existing issued ordinary share capital of Global Oceanic at approximately �68.3million.
2. Recommendation
All matters relating to the Offer have been considered by the Independent Global Oceanic Directors, comprising Douglas Kearney, Tom Saul
and Peter St. George. Michael Tartsinis (Chairman and Chief Executive Officer of Global Oceanic) and Antonios Nikolaou (Executive Director
of Global Oceanic) cannot be treated as independent directors of Global Oceanic by reason of the fact that they are shareholders in Newport.
Christina Anagnostara (Chief Financial Officer of Global Oceanic) works on a daily basis with Michael Tartsinis and Antonios Nikolaou and
therefore was determined by the Board of Global Oceanic not to be independent for the purposes of considering the Offer. The Independent
Global Oceanic Directors are not connected with Newport and have taken responsibility for considering the Offer on behalf of Global Oceanic
Shareholders.
The Independent Global Oceanic Directors, who have been so advised by Jefferies, consider the terms of the Offer to be fair and
reasonable and unanimously recommend that Global Oceanic Minority Shareholders to accept the Offer. In providing advice to the Independent
Global Oceanic Directors, Jefferies has taken into account the commercial assessments of the Independent Global Oceanic Directors. Having
regard to the extent of the confirmation that is being provided by Newport and Noble as regards the financing of the consideration which may
become payable under the Offer (see paragraph 8 of this announcement), the Independent Global Oceanic Directors are unable to make any
recommendation either to Kaylee Maritime or to any person who acquires Global Oceanic Shares from Kaylee Maritime, as there can be no
certainty that the consideration due under the Offer will be paid in respect of Global Oceanic Shares held by or acquired from Kaylee
Maritime. However, given the conclusion that the terms of the Offer are fair and reasonable, the Independent Global Oceanic Directors believe that it is reasonable that the Offer be put to Kaylee Maritime and
to any person who acquires Global Oceanic Shares from Kaylee Maritime for their consideration.
In reaching their conclusion that the terms of the Offer are fair and reasonable, the Independent Global Oceanic Directors considered
that:
* Global Oceanic has historically traded at a discount to similar listed shipping companies and its adjusted net asset value;
* Global Oceanic's fleet is approaching an average age of approximately 18 years and therefore it is reasonable to expect that Global
Oceanic would attract lower charter rates compared to newer, modern vessels. This may place further pressure on Global Oceanic's absolute
share price and its relative price compared to similar listed shipping companies;
* the presence of a large single, approximately 79.3 per cent. Shareholder affiliated to certain members of the Executive Management
Team has impacted the trading and underlying liquidity in Global Oceanic's Shares and has been a contributing factor to Global Oceanic
trading at a discount to similar listed shipping companies; and
* the Offer gives certain value now by providing Global Oceanic Shareholders with the opportunity of a cash exit for their existing
shareholdings, free of dealing costs and at a significant premium to the Closing Price per Global Oceanic Share immediately prior to the
announcement of the Offer.
3. Summary of the Offer
Under the Offer, which will be subject to conditions and principal further terms set out below and in Appendix I to this announcement
and to the full terms and conditions to be set out in the Offer Document and, in the case of Global Oceanic Shares held in certificated
form, in the Form of Acceptance that Global Oceanic Shareholders will receive:
170.5 pence in cash for each Global Oceanic Share
The Offer values the existing issued ordinary share capital of Global Oceanic at approximately �68.3 million.
The amount Global Oceanic Shareholders will receive under the Offer represents a premium of approximately 29 per cent. to the Closing
Price of 132 pence per Global Oceanic Share on 26 June 2008, being the last Business Day prior to the commencement of the Offer Period; a
premium of approximately 27 per cent. to the average Closing Price of 134 pence per Global Oceanic Share for the month ended 26 June 2008;
and a premium of approximately 33 per cent. to the average Closing Price of 128 pence per share for the six months ended 26 June 2008.
Global Oceanic Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or interests, together with all rights attaching thereto on or after the
date the Offer was announced, including without limitation voting rights and the right to receive all dividends and other distributions (if
any) announced, declared, made or paid on or after the date on which the Offer was announced.
Although the Company is incorporated in Jersey, the place of central management of the Company is currently located outside of the UK,
the Channel Islands or the Isle of Man because the main place of business is in Greece. Accordingly, as the Company is one to which
paragraph 3(a)(ii) of the Takeover Code applies, the Panel has confirmed that the Company is not subject to the Takeover Code and
Shareholders will not be afforded any protection under the Code. If circumstances change, which could result in the Company being subject to
the Takeover Code, the Company will consult with the Panel. If the Panel determines that, as a result of such changes, the Takeover Code
becomes applicable to the Company, an announcement will be made.
4. Irrevocable undertakings to accept the Offer
Kaylee Maritime has irrevocably undertaken to accept the Offer in respect of its entire beneficial holdings of issued Global Oceanic
Shares which amounts, in aggregate, to 31,758,292 Global Oceanic Shares representing approximately 79.3 per cent. of the existing issued
ordinary share capital of Global Oceanic.
Antonios Nikolaou, Executive Director of Global Oceanic, has irrevocably undertaken to accept the Offer in respect of his beneficial
holdings of issued Global Oceanic Shares which amount, in aggregate, to 120,000 Global Oceanic Shares representing approximately 0.3 per
cent. of the existing issued ordinary share capital of Global Oceanic.
These irrevocable undertakings will continue to be binding even if a higher competing offer is made for Global Oceanic.
5. Background to and reasons for the Offer
The merits of the Offer are, in Newport's view, clear and compelling to the shareholders in Global Oceanic. For some time the Executive
Directors of Global Oceanic have been concerned that the share price undervalues the Company. Global Oceanic has historically traded at a
discount to similar listed shipping companies and its adjusted net asset value. Global Oceanic's fleet is approaching an average age of
approximately 18 years and therefore Newport believes Global Oceanic can expect to attract lower charter rates compared to newer, modern
vessels. This may place further pressure on Global Oceanic's absolute share price and its relative price compared similar listed shipping
companies.
With these factors in mind Newport considers that the Offer Price represents an attractive opportunity for Global Oceanic Shareholders
to receive a cash offer price approximately 42.5 pence (33 per cent.) in excess of Global Oceanic's average Closing Price over the last six
months and 38.5 pence (29 per cent.) in excess of Global Oceanic's Closing Price on 26 June 2008, the last Business Day before the date of
this letter.
The Offer Price is considered by Newport to be a price which has been made on an informed basis and, in the absence of an offer from
Newport or a competing offer of equivalent or higher value, Global Oceanic Shareholders are unlikely to be in a position to realise the same
value as that represented by the Offer from Newport within any reasonable timescale if Global Oceanic were to continue as a publicly traded
company. Newport intends to continue to develop the existing business activities of Global Oceanic.
6. Information on Global Oceanic
Global Oceanic was incorporated on 21 December 2004 as a public company under the Companies (Jersey) Law. The Company was listed on the
AIM market of the London Stock Exchange and admitted to trading on AIM on 26 May 2005. The principal activity of the Company is owning and
operating dry bulk carriers. Global Oceanic provides worldwide seaborne transportation services of bulk cargoes such as iron ore, coal,
grain, bauxite, phosphate, fertilisers, steel and other products. The technical management of the fleet is undertaken by its affiliate
company Antares. Global Oceanic is focused on building and maintaining long lasting relationships in the international shipping industry
including charterers, operators, brokers, suppliers, classification societies, insurers and others. As at 26 June 2008, being the last
Business Day prior to the commencement of the Offer Period, Global Oceanic had a market capitalisation of �52.8 million.
Global Oceanic recently published its accounts for the financial period ending 31 December 2007. To view these financials please access
these via the website http://www.gocarriers.com.
7. Information on Newport
Newport is a newly incorporated investment vehicle based in the Marshall Islands. The Directors and shareholders of Newport include
Michael Tartsinis and Antonios Nikolaou.
(a) The shareholders of Newport comprise two of the three executive directors of the Company (being Michael Tartsinis, Chairman and
Chief Executive Officer of Global Oceanic and Antonios Nikolaou, Executive Director of Global Oceanic) and Kriton Lentoudis, the majority
shareholder in Kaylee Maritime.
(b) Kaylee Maritime owns approximately 79.3 per cent. of the issued ordinary share capital of Global Oceanic. Michael Tartsinis and
Antonios Nikolaou are both directors of Kaylee Maritime. Furthermore, Michael Tartsinis and Antonios Nikolaou jointly own a 40 per cent.
stake in Kaylee Maritime, while the remaining 60 per cent. is owned by Kriton Lentoudis.
8. Financing for the Offer
The consideration payable under the Offer to the Global Oceanic Shareholders will be funded from Newport's existing resources. Noble is
satisfied that the necessary financial resources are available to Newport to enable it to satisfy in full the consideration payable to the
Global Oceanic Minority Shareholders by Newport under the terms of the Offer. Newport has put in place arrangements to ensure that the
consideration which may become payable to the Global Oceanic Minority Shareholders under the Offer is "ring-fenced" for the benefit of those
shareholders alone and will not be paid to Kaylee Maritime or to any person acquiring Global Oceanic Shares from Kaylee Maritime.
9. Directors, management and employees
The board of Newport has confirmed to the Independent Global Oceanic Directors that; (i) on the Offer becoming or being declared
unconditional in all respects, the existing employment and pension rights of all of Global Oceanic's employees will be fully safeguarded;
(ii) Newport's plans do not involve any material repercussions on employment or the location of Global Oceanic's place of business.
Following the Offer becoming or being declared unconditional in all respects, the Independent Global Oceanic Directors have agreed to resign
from the board of Global Oceanic.
10. Compulsory acquisition and cancellation of trading
If Newport receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value and/or
voting rights of Global Oceanic Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects,
Newport intends to exercise its rights pursuant to the provisions of Part 18 of the Companies (Jersey) Law 1991, to acquire compulsorily any
outstanding Global Oceanic Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise ("compulsory acquisition
rights").
Notice has been given today to AIM to cancel trading of Global Oceanic Shares on AIM. This cancellation is expected to occur on 28 July
2008. Accordingly Global Oceanic's Shareholders who do not accept the Offer may be left with minority holdings in an unquoted private
company from which it would be difficult to exit or realise value.
Shareholders should note that cancellation is likely to reduce significantly the liquidity and marketability of Global Oceanic Shares.
Once cancellation has taken effect, Global Oceanic Shareholders will no longer be able to effect transactions in Global Oceanic Shares on
market at the market price. Following cancellation, therefore, Global Oceanic Shareholders will have to effect any further transactions in
Global Oceanic Shares off market at a price to be agreed between the relevant parties. Once the transaction is agreed, the relevant parties
should contact Global Oceanic's transfer agent.
Under the AIM Rules for Companies, the de-listing can only be effected by the Company after the expiration of a period of at least
twenty business days from the date on which notice of the de-listing is given.
11. Offer Document and Form of Acceptance
The Offer Document, containing the full terms of the Offer, and the Form of Acceptance (in relation to Global Oceanic Shares in
certificated form) has been posted today to Global Oceanic Shareholders.
The Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction.
12. Availability of the Offer and other information
The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons
who are not resident in the UK or are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe
any applicable requirements.
Global Oceanic confirms that it has the following relevant securities in issue:
(i) 40,032,792 ordinary shares of 0.0003 pence each;
The International Securities Identification Number for the Global Oceanic Shares is GB00B079WL45.
Appendix I sets out the conditions and principal further terms of the Offer. Appendix II contains further details of the bases and
sources of certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix III to this
announcement.
Enquiries:
Newport Holdings Limited +30 (210) 898 6362
Michael Tartsinis
Antonios Nikolaou
Noble & Company Limited (financial adviser to Newport) +44 (0)20 7763 2200
Matthew Hall
Global Oceanic Carriers Limited +44 (0)1534 837 600
Douglas Kearney, Non-Executive Director
Tom Saul, Non-Executive Director
Peter St. George, Non-Executive Director
Jefferies International Limited +44 (0)20 7029 8000
(financial adviser to Global Oceanic)
Nick Davies
Ronan Nash
Investor Relations/ Media:
Paul Lampoutis
Capital Link (London) +44 (0)20 7614 2900
This summary should be read in conjunction with the full text of the following announcement and the Appendices. Appendix I sets out the
conditions and principal further terms of the Offer. Appendix II contains source notes relating to certain information contained in this
announcement. Certain terms used in this announcement (including the summary) are defined in Appendix III to this announcement.
This announcement is not intended to, and does not constitute or form any part of, an offer or an invitation to purchase any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through
the Offer Document and (in relation to Global Oceanic Shares in certificated form) the Form of Acceptance, which will together contain the
full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document and (in relation to Global Oceanic Shares in certificated form)
the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. In particular
the Offer will not be made directly or indirectly in or into a Restricted Jurisdiction. Persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable
legal and regulatory requirements.
Further details in relation to overseas Global Oceanic Shareholders will be contained in the Offer Document.
Although the Company is incorporated in Jersey, the place of central management of the Company is currently located outside of the UK,
the Channel Islands or the Isle of Man because the main place of business is in Greece. Accordingly, as the Company is one to which
paragraph 3(a)(ii) of the Takeover Code applies, the Panel has confirmed that the Company is not subject to the Takeover Code and
Shareholders will not be afforded any protection under the Code. If circumstances change, which could result in the Company being subject to
the Takeover Code, the Company will consult with the Panel. If the Panel determines that, as a result of such changes, the Takeover Code
becomes applicable to the Company, an announcement will be made.
This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking
statements' concerning the Offer and statements regarding Newport's plans, objectives and expected performance. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates', 'estimates' or similar
expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual
results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors
that are beyond Newport and Global Oceanic's abilities to control or estimate precisely, such as future market conditions and the behaviours
of other market participants, and therefore undue reliance should not be placed on such statements. Newport and Global Oceanic assume no
obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Noble, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial
advisor to Newport, and for no one else in connection with the Offer and this announcement and will not regard any other person as its
client nor be responsible to anyone other than Newport for providing the protections afforded to clients of Noble, nor for providing advice
in relation to the Offer and this announcement or any matter referred to herein.
Noble has given and has not withdrawn its written consent to the publication of this announcement containing references to its name in
the form and context in which they appear.
Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Global
Oceanic, and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Global
Oceanic for providing the protections afforded to its customers, nor for providing advice in relation to the Offer and this announcement or
any matter referred to herein.
Jefferies has given and has not withdrawn its written consent to the publication of this announcement containing references to its name
in the form and context in which they appear.
The Newport Directors accept responsibility for the information contained in this announcement, (other than the information relating to
Global Oceanic, the Global Oceanic Directors, members of their immediate families, related trusts and other connected persons). To the best
of the knowledge and belief of the Newport Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they are responsible, is in accordance with the facts and does not omit anything likely to affect
the import of such information.
The Global Oceanic Directors accept responsibility for the information contained in this announcement relating to Global Oceanic, the
Global Oceanic Directors, members of their immediate families, related trusts and other connected persons (other than the recommendation of
the Offer by the Independent Global Oceanic Directors to the Global Oceanic Minority Shareholders, for which the Independent Global Oceanic
Directors alone accept responsibility). To the best of the knowledge and belief of Global Oceanic Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this announcement, for which they are responsible, is in accordance with
the facts and does not omit anything likely to affect the import of such information.
APPENDIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER
The Offer, made by Newport, is governed by English law and is subject to the jurisdiction of the courts of England. The Offer is subject
to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on 18 July 2008
(or such later time(s) and/or date(s) as Newport may decide) in respect of not less than 90 per cent. (or such lesser percentage as Newport
may decide) in nominal value of Global Oceanic Shares to which the Offer relates, this condition will not be satisfied unless Newport has
acquired or agreed to acquire (pursuant to the Offer or otherwise and whether before or after 18 July 2008), directly or indirectly, Global
Oceanic Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Global
Oceanic; and for this purpose (i) the expression 'Global Oceanic Shares to which the Offer relates' shall be construed in accordance with
Article 116 of the Companies (Jersey) Law 1991; (ii) valid acceptances shall be deemed to have been received in respect of Global Oceanic
Shares which are treated for the purposes of Part 18 of the Companies (Jersey) Law 1991 as having been acquired or contracted to be acquired by Newport by virtue of acceptances of the Offer; and
(iii) shares that cease to be held in treasury are Global Oceanic Shares to which the Offer relates;
(b) no central bank, government, governmental department or governmental, quasi- governmental, supranational, statutory or
regulatory body, authority (including any national anti-trust or merger control authority), or any court, stock exchange, institution,
investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the
foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or
threatened, and there not being outstanding, any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any
statute, regulation, order or decision or otherwise taken any other step or done any thing, and there not being outstanding any statute,
regulation, order or decision, that would or, in the reasonable opinion of Newport, might reasonably be expected to:
(i) directly or indirectly restrict, restrain, prohibit, delay or interfere with the implementation of, impose additional conditions
or obligations with respect to, or otherwise challenge or hinder the Offer or the acquisition of any shares in, or control of, Global
Oceanic by Newport or any matters arising therefrom;
(ii) render Newport unable, to acquire some or all of Global Oceanic Shares;
(iii) require, prevent, or materially delay or adversely affect the divestiture (or alter the terms of any proposed divestiture) by
Newport or any member of the Global Oceanic Group of all or any portion of their respective businesses, assets or property or of any Global
Oceanic Shares or other securities in Global Oceanic or impose any limitation on the ability of any of them to conduct all or any part of
their respective businesses or own their respective assets or properties or any part thereof;
(iv) impose any material limitation on, or result in any delay in, the ability of Newport to acquire or hold or exercise
effectively, directly or indirectly, all or any rights of ownership in respect of any member of the Global Oceanic Group of shares or loans
or securities convertible into shares or any other securities (or the equivalent) in any member of the Global Oceanic Group or to exercise
management control over any such member;
(v) require Newport to acquire or offer to acquire any shares or other securities (or the equivalent) or rights thereover or
interest in any member of the Global Oceanic Group owned by any third party;
(vi) make the Offer or its implementation of the acquisition or the proposed acquisition by Newport of any Global Oceanic Shares or
any other shares or securities in, or control of, Global Oceanic, illegal, void and/or unenforceable in or under the laws of any
jurisdiction;
(vii) impose any material limitation on the ability of Newport or any member of the Global Oceanic Group to co-ordinate its
business, or any part of it, with the business, or any part thereof, of Newport or any other member of the Global Oceanic Group;
(viii) result in any member of the Global Oceanic Group ceasing to be able to carry on business under any name in a manner in which
it presently does so; or
(ix) otherwise materially adversely affect any or all of the business, assets, financial or trading position, prospects or profits
of Newport or any member of the Global Oceanic Group or the exercise of rights over shares of any company in the Global Oceanic Group, to an
extent which would be or might reasonably be expected to be material to Newport or the Global Oceanic Group taken as a whole, and all
applicable waiting and other time periods (including any extension thereof) during which such Relevant Authority could decide to take,
institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene or any other
step under the laws of any jurisdiction having expired, lapsed or been terminated;
(c) all authorisations, notifications, applications, orders, grants, recognitions, certifications, confirmations, consents,
clearances, filings, licences, exemptions, permissions and approvals ("Authorisations"), in any jurisdiction, deemed necessary or
appropriate by Newport for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Global
Oceanic or any member of the Global Oceanic Group by Newport or the carrying on of the business of any member of the Global Oceanic Group or
any matters arising therefrom being obtained in terms and in a form reasonably satisfactory to Newport from all appropriate Relevant
Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Global Oceanic
Group has entered into contractual arrangements and such Authorisations remaining in full force and effect and there being no intimation of
any intention to revoke, suspend, restrict, modify or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any
applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or
regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of any shares or securities in, or control of
Global Oceanic by Newport or any matters arising therefrom having been complied with;
(d) since 31 December 2007 and save as disclosed or announced publicly, and in each case delivered to a Regulatory Information
Service (as defined in the AIM Rules for Companies) on or prior to the time of the announcement of the Offer:
(i) no material litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or
become pending or remained outstanding by or against any member of the Global Oceanic Group or to which any member of the Global Oceanic
Group is or may become a party (whether as claimant, plaintiff, defendant or otherwise);
(ii) no material adverse change or deterioration having occurred in the business, assets, financial or trading position, profits or
prospects of any member of the Global Oceanic Group;
(iii) no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Global Oceanic Group which is necessary for the proper carrying on of its business;
(iv) no investigation by any Relevant Authority against or in respect of any member of the Global Oceanic Group having been
threatened, announced, implemented or instituted or remaining outstanding;
(v) otherwise than in the ordinary course of business and in the context of the Offer, no liability (actual, contingent or
otherwise) having arisen or become apparent to Newport which would or which might reasonably be expected materially and adversely to affect
the Global Oceanic Group taken as a whole.
For the purposes of these conditions 'disclosed' means (i) as disclosed in Global Oceanic's report and accounts for the year ended 31
December 2007; (ii) as publicly announced by Global Oceanic (by the delivery of an announcement to an authorised Regulatory Information
Service prior to 27 June 2008); or (iii) as disclosed in this announcement.
Newport will reserve the right (but shall be under no obligation) to waive all or any of the above conditions, in whole or in part,
except the condition contained in paragraph (a) of part A of Appendix I above.
The Offer will lapse if, before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances (whichever is later), (i) the Offer or any part of it is referred to the Competition Commission; or (ii)
following a request to the European Commission under Article 22(3) of Council Regulation 139/2004/EC (the 'Regulation') in relation to the
Offer or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article
6(1)(c) of the Regulation or makes a referral to a competent authority under Article 9(1) of the Regulation.
The Offer will lapse unless all of the conditions other than condition (a) have been fulfilled or (if capable of being waived) waived
or, where appropriate, have been determined by Newport to be or remain satisfied by no later than 1.00 p.m. on the day falling 21 days after
the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or in each such case such later date as
Newport may decide). Newport shall be under no obligation to waive (if capable of waiver), determine to be or treat as fulfilled any
conditions by a date earlier than the latest date for satisfaction thereof notwithstanding that the other conditions of the Offer may at
such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
Newport will not invoke any of the above conditions to the Offer (except for condition (a)) so as to cause the Offer not to proceed, to
lapse or to be withdrawn unless the circumstances which gave rise to the right to invoke the relevant condition are of material significance
to the Global Oceanic Group taken as a whole in the context of the Offer.
If the Offer lapses the Offer will cease to be capable of further acceptance and persons accepting the Offer and Newport will cease to
be bound by Forms of Acceptance submitted or Electronic Acceptances made on or before the time when the Offer lapses.
Global Oceanic Shares which are the subject of the Offer will be acquired fully paid with full title guarantee, free from all liens,
charges, equities, equitable interests, encumbrances, rights of pre-emption or other third party rights or interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and, without limitation, the right to
receive and retain in full, all dividends, interest, and other distributions declared, paid or made on or after the date of the announcement
of the Offer.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) The value placed by the Offer on the existing issued ordinary share capital of Global Oceanic and taking into account the value
of all outstanding options and other statements made by reference to the existing issued ordinary share capital of Global Oceanic are based
upon 40,032,792 Global Oceanic Shares in issue on 26 June 2008.
(b) The Closing Prices of Global Oceanic Shares represent the closing middle-market prices for Global Oceanic Shares on the relevant
dates as derived from the AIM Appendix to the Daily Official List.
(c) All the times referred to in this announcement are London times, unless otherwise stated.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
AIM the AIM market operated by the
London Stock Exchange;
AIM Rules for Companies the AIM Rules for Companies
published by the London Stock
Exchange from time to time,
governing admission to, and the
operation of, AIM;
Antares Antares Shipmanagement SA is a
technical and operational ship
management company based in
Athens, Greece that manages the
Global Oceanic fleet on an
exclusive basis;
Australia the Commonwealth of Australia, its
states, territories and
possessions;
Business Day a day, not being a public holiday,
Saturday or Sunday, on which
clearing banks in London are open
for normal business;
Canada Canada, its provinces, territories
and all areas subject to its
jurisdiction and any political
sub-division thereof;
certificated or in the description of a share or
certificated form other security which is not in
uncertificated form (that is, not
in CREST);
City Code or Code or Takeover the City Code on Takeovers and
Code Mergers;
Closing Price the closing middle market
quotation of a Global Oceanic
Share on the date concerned as
derived from the AIM Appendix to
the Daily Official List;
Companies Act the Companies Act 1985, as amended
or re-enacted;
Competition Commission the UK Competition Commission;
Computershare Computershare Investor Services
PLC;
CREST the relevant system (as defined in
the Regulations) in respect of
which Euroclear is the Operator
(as defined in the Regulations);
Daily Official List the Daily Official List published
by the London Stock Exchange;
Electronic Acceptance the inputting and settling of a
TTE Instruction which constitutes
or is deemed to constitute an
acceptance of the Offer;
Executive Management Team The Chairman and Chief Executive
Officer, Michael Tartsinis and the
Executive Director. Antonios
Nikolaou;
Euroclear Euroclear UK & Ireland Limited
(formerly known as CRESTCo
Limited);
ESA Instruction an escrow account adjustment input
(AESN), transaction type "ESA" (as
described in the CREST manual);
Form of Acceptance the form of acceptance and
authority which will accompany the
Offer Document (in respect of
certificated Global Oceanic Shares
only);
Global Oceanic or Company Global Oceanic Carriers Limited,
incorporated and registered in
Jersey with registered number
89206;
Global Oceanic Directors or Being the Executive and
Board Non-Executive Directors of Global
Oceanic comprising of Michael
Tartsinis, Christina Anagnostara,
Antonios Nikolaou, Douglas
Kearney, Tom Saul and Peter St.
George;
Global Oceanic Group Global Oceanic and its
subsidiaries;
Global Oceanic Minority the holders of Global Oceanic
Shareholder(s) Shares other than Kaylee Maritime
or any person who acquires Global
Oceanic Shares from Kaylee
Maritime;
Global Oceanic Share(s) or the issued and fully paid ordinary
Global Oceanic relevant shares of 0.0003 pence each in the
securities or shares capital of Global Oceanic;
Global Oceanic Shareholders or the holders of Global Oceanic
Shareholders Shares;
Independent Global Oceanic Douglas Kearney, Tom Saul and
Directors Peter St. George;
Japan Japan, its cities, prefectures,
territories and possessions, and
all other areas subject to its
jurisdiction and any political
sub-division thereof;
Jefferies Jefferies International Limited,
which is authorised and regulated
in the United Kingdom by the
Financial Services Authority and
has its registered address at
Vintners Place, 68 Upper Thames
Street, London EC4V 3BJ;
Kaylee Maritime Kaylee Maritime Limited. Kaylee
Maritime Limited owns 79.3% of the
issued ordinary share capital of
Global Oceanic. Michael Tartsinis
and Antonios Nikolaou are both
directors of Kaylee Maritime.
Furthermore, Michael Tartsinis and
Antonios Nikolaou jointly own a
40% stake in Kaylee Maritime,
while the remaining 60% is owned
by Kriton Lentoudis.
London Stock Exchange London Stock Exchange plc;
Newport Newport Holdings Limited, a newly
incorporated investment vehicle
based in the Marshall Islands;
Newport Directors Michael Tartsinis and Antonios
Nikolaou;
Newport relevant securities registered or bearer shares of no
par value issued by Newport;
Noble Noble & Company Limited, which is
authorised and regulated in the
United Kingdom by the Financial
Services Authority and has its
registered address at 76 George
Street, Edinburgh, EH2 3BU;
Offer the recommended cash offer made by
Newport to acquire all of the
Global Oceanic Shares on the terms
and subject to the conditions set
out in the Offer Document and (in
respect of certificated Global
Oceanic Shares) the Form of
Acceptance and, where the context
so requires, any subsequent
revision, variation, extension or
renewal thereof;
Offer Document the offer document and any
revision thereof to be sent to the
Global Oceanic Shareholders
containing, inter alia, the terms
and conditions of the Offer;
Offer Period the period commencing on 27 June
and ending on whichever of the
following shall be the latest of:
(i) 1.00 p.m. on 18 July 2008;
(ii) the earlier of (a) the time
and date on which the Offer
becomes or is declared
unconditional as to acceptance;
and (b) the time when the Offer
lapses or is withdrawn;
Offer Price 170.5 pence for every Global
Oceanic Share;
Panel the Panel on Takeovers and
Mergers;
Pound Sterling or � UK pound sterling (and references
to pence shall be construed
accordingly);
Receiving Agent Computershare Investor Services,
The Pavilions, Bridgwater Road,
Bristol BS99 7NH;
Regulatory Information Service any of the services on the list of
Regulatory Information Services
maintained by the FSA;
Regulations the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755) as amended;
Restricted Jurisdiction the United States, Canada,
Australia or Japan or any other
jurisdiction where local law or
regulation may result in a
significant risk of civil,
regulatory or criminal exposure or
prosecution if information or
documentation concerning the Offer
is sent or made available to the
Global Oceanic Shareholders in
that jurisdiction;
TFE Instruction a transfer from escrow instruction
(as described in the CREST Manual
issued by Euroclear);
TTE Instruction a transfer to escrow instruction
(as defined in the CREST Manual
issued by Euroclear);
UK Listing Authority The Financial Services Authority
in its capacity as competent
authority under Part VI of the
Financial Services and Markets Act
2000;
United Kingdom or UK the United Kingdom of Great
Britain and Northern Ireland and
its dependent territories; and
United States, USA or US the United States of America, its
territories and or possessions,
any state of the United States and
the District of Columbia.
In this announcement, the singular includes the plural and vice versa, unless the context otherwise requires.
For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking', 'undertaking' and 'associated company' have the meanings
given by the Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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