TIDMSPL
RNS Number : 8055N
SKIL Ports & Logistics Limited
31 October 2016
SKIL Ports & Logistics Limited
31 October 2016
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSI DERED TO BE
IN THE PUBLIC DOMAIN.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
SKIL Ports & Logistics Limited ("SPL" or the "Company")
GBP36 million raised by way of the Placing and Subscriptions
plus
Open Offer to raise up to GBP1.6 million
Proposed change of name to Mercantile Ports and Logistics
Limited
Directorate Change
and
Notice of General Meeting
The Company has today announced a conditional placing, open
offer and subscriptions to raise up to approximately GBP37.6
million (before expenses) by the issue and allotment by the Company
of an aggregate of up to 376,000,000 New Ordinary Shares at the
Offer Price of 10 pence per Ordinary Share.
Highlights
-- Placing of 300,000,000 new Ordinary Shares at 10 pence per
share with new and existing investors to raise GBP30 million
-- Subscriptions for 60,000,000 new Ordinary Shares at 10 pence
per share to raise in aggregate GBP6.0 million
-- Open Offer at 10 pence per Ordinary Share with existing
Shareholders of up to GBP1.6 million
-- Funding expected to complete construction of Multi-purpose
Terminal and the Logistics Park (the "Facility") by end of Q3
2017
-- Company to change name to Mercantile Ports and Logistics Limited
Nikhil Gandhi, Executive Chairman of the Company, commented:
"I am delighted with the response that we have received from new
and existing shareholders which has exceeded our expectations and
enabled us to fully achieve our funding goals. I believe that the
fact that our shareholders and other stakeholders have supported
the fundraising shows strong validation for the project. As the
economy in India continues to thrive and the demand for port and
logistics capacity shows no sign of easing, we can now move towards
the operational phase of the project with confidence and to
delivering our facility for all our stakeholders and for the
region."
An explanatory circular detailing the Transaction (the
"Circular") has today been posted to Shareholders. An electronic
copy of the Circular is available to view on the Company's website
at http://www.skilpl.com.
Enquiries:
SPL
Nikhil Gandhi
C/O Redleaf PR +44 (0) 20 382 4769
Cenkos Securities plc
Stephen Keys/Camilla Hume/Callum Davidson (Nomad and Broker)
+44 (0) 20 7397 8926
Redleaf Communications
Charlie Geller/Sam Modlin (Financial PR)
+44 (0) 20 382 4769
SKIL@redleafpr.com
Introduction
The Company has today announced a conditional placing, open
offer and subscriptions to raise up to approximately GBP37.6
million (before expenses) by the issue and allotment by the Company
of an aggregate of up to 376,000,000 new Ordinary Shares at the
Offer Price of 10 pence per Ordinary Share (assuming that the
Placing is fully subscribed).
The Placing will raise GBP30 million (before expenses) by the
issue and allotment by the Company of 300,000,000 new Ordinary
Shares at the Offer Price (assuming that the Placing is fully
subscribed).
In addition, in order to provide Shareholders who have not taken
part in the Placing with an opportunity to participate in the
proposed issue of new Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe at the
Offer Price for an aggregate of 16,000,000 Offer Shares, to raise
up to GBP1.6 million (before expenses), on the basis of 4 new
Ordinary Shares for every 11 Existing Ordinary Shares, at 10 pence
each, payable in full on acceptance.
Furthermore, Nikhil Gandhi and ITD have agreed to subscribe for,
and the Company has agreed to issue, in aggregate 60,000,000 new
Ordinary Shares at the Offer Price on or following Admission,
representing subscription proceeds of GBP6.0 million in aggregate,
on such terms as are further described in the Circular.
The receipt of the Transaction proceeds is conditional, inter
alia, upon Shareholders approving Resolutions 1 and 2 at the
General Meeting that will grant to the Directors the authority to
allot the New Ordinary Shares and the power to disapply pre-emption
rights set out in the articles of incorporation of the Company in
respect of the New Ordinary Shares, and Admission. The Resolutions
are contained in the Notice of General Meeting at the end of the
Circular. Admission is expected to occur no later than 8.00 a.m. on
25 November 2016 or such later time and/or date as Cenkos
Securities and the Company may agree (not being later than 8:30
a.m. on 16 December 2016). The Transaction is not underwritten.
The Open Offer provides Qualifying Shareholders with an
opportunity to participate in the proposed issue of the New
Ordinary Shares on a pre-emptive basis whilst providing the Company
with additional capital to invest in the business of the Group. The
Offer Price is at a discount of approximately 4.8 per cent. to the
closing middle market price of 10.5 pence per Existing Ordinary
Share on 28 October 2016 (being the last practicable date before
publication of this announcement).
Background on the Company
The Company is a Guernsey registered holding company quoted on
the AIM market of the London Stock Exchange. The Group's main
activity, to date, has been the preparation for, and construction
of, the Multi-purpose Terminal and the Logistics Park (together,
the "Facility") located at Karanja Creek, a high growth industrial
zone near Navi Mumbai. The construction of the Facility was delayed
due to a number of factors but work on site has continued without
material interruption since October 2015 and, subject to securing
the Funding, the Directors expect the Facility to be fully
operational by end of the third quarter of 2017.
The Facility at a glance
Once completed, the Project Land which will comprise
approximately 200 acres of reclaimed land with 1,000 metres of sea
frontage and the Facility is expected to have the following
specifications:
-- a port with an annual capacity of approximately 8 million tonnes per annum;
-- six berths serviced by cranes capable of handling bulk, container and general cargo;
-- a waterway which is capable of accommodating 4,000 DWT
vessels with a draft of up to 4.5 metres; and
-- warehousing facilities for break bulk, non-containerised, cargo.
The Project Land was chosen for its strategic location close to
Mumbai, the commercial capital of India, situated eight miles from
Jawaharlal Nehru Port ("JNPT"), Mumbai's largest, and heavily
congested, container port. The Facility will be well positioned for
access to other key commercial infrastructures along the west coast
of India including: (i) Mumbai port; (ii) Navi Mumbai International
airport; (iii) access to India's national road network; (iv) the
proposed Mumbai Trans-Harbour Link; and (v) the proposed Dedicated
Rail Freight Corridor. The Directors expect that the location of
the Facility will prove to be attractive to end users, particularly
those involved in the transport of cargo to supply the large
infrastructure projects planned for the west coast of India
together with those involved in the transport of cars on the basis
that Facility and its ultimate end users will have access to Mumbai
and the rest of India.
Current status and timetable to completion
To date, the Company has achieved the following milestones in
relation to the development of the Facility:
-- obtained all environmental and planning consents, approvals and authorisations;
-- completed all material investigations, surveys and studies;
-- designed the civil structures comprising the Facility;
-- completed piling for 100 metres of quay;
-- completed approximately 60 per cent. of the overall dredging requirement;
-- reclaimed approximately 75 acres of land; and
-- commenced commercial discussions with potential end users of the Facility.
Whilst the Directors expect that the Facility will be capable of
receiving vessels by the end of this year, the Directors are not
forecasting revenues from operations until the end of the third
quarter of 2017 when, subject to securing the Funding, the Facility
is expected to be fully operational. Further details of the Funding
are referred to below.
Subject to the Company being able to secure the Funding by the
end of the first quarter of 2017, the Company is working to the
following timetable in order to achieve full operational completion
of the Facility by the end of the third quarter of 2017:
By the end of January 2017 the Company expects to have:
-- completed the dredging requirement;
-- reclaimed 70 per cent. of the land; and
-- constructed two berths, one of which will be capable of receiving vessels.
By the end of the first quarter of 2017 the Company expects to
have:
-- reclaimed 90 per cent. of the land;
-- constructed four berths, three of which will be capable of receiving vessels; and
-- entered into commercial agreements with end users.
By the end of the second quarter of 2017 the Company expects to
have:
-- completed the balance of reclamation work;
-- carried out further ground improvement works;
-- constructed the remaining berths, four of which will be capable of receiving vessels; and
-- completed the sourcing of all necessary equipment.
Background to and reasons for the Transaction
The Company has made significant progress in the development and
construction of the Facility, which was forecast at the time of the
Company's IPO to cost Rs. 7.7 billion (GBP108.5 million). However,
as referred to in the Company's announcement of its 2015
preliminary results on 16 June 2016, discussions with the EPC
Contractor were taking place at that time with a view to completing
the Facility with the resources available to the Company and, in
the context of the delays that had taken place, it was the
Directors' view that the discussions with the Company's EPC
Contractor were likely to conclude that additional funds would be
required to complete the Facility to the desired specification.
Discussions have since continued, during which time it has also
become apparent that the land that has been reclaimed has settled
more than expected. As a result, an additional quantity of infill
material will be required which was not originally budgeted for and
this issue has been further exacerbated by price inflation of
quarried infill material since the development of the Facility
commenced.
Taking these items together, and considering the working capital
requirements of the Company until the Facility is fully
operational, in the Company's announcement of its interim results
on 22 September 2016, the Directors estimated that the Company had
a funding requirement of GBP36 million. This was based on the total
project cost and working capital requirement being GBP146 million
and having spent approximately GBP61 million with cash in hand of
approximately GBP24.6 million and GBP24.1 million available for
drawdown under the Debt Facility as at 31 August 2016.
Since that time, whilst there has been a decline in the value of
Sterling against the Indian Rupee, the impact of this has been
offset through a combination of the negotiation of costs and other
actions taken by the Company, such that the funding requirement
remains at GBP36 million.
As described further in this announcement, the Relationship
Agreement will terminate upon Admission and the Company will no
longer have the right to use the word 'SKIL' in its registered name
and/or brand name. Accordingly, the Directors also propose to
rename the Company, Mercantile Ports and Logistics Limited. If the
relevant Resolution is passed, this change of name will take effect
shortly after Admission.
Market and macro-dynamics
The proximity of the Facility to JNPT is a key factor that the
Directors believe will contribute to the Company's success. JNPT is
classed as a Major Port and is the primary gateway for container
shipments in India, accounting for approximately 55 per cent. of
all such shipments. Demand continues to outstrip its capacity, with
congestion currently a significant problem at JNPT, despite JNPT's
stated aim to become one of the top 10 ports in the world by 2020
with a capacity goal of over 10 million TEU.
The Directors expect that the continued expansion of JNPT will
represent significant opportunities for the Company. In particular,
the Directors believe that the Company will benefit from the
Facility being able to offer:
-- mid-stream discharge and loading of cargo at anchorage whilst vessels wait to berth at JNPT;
-- coastal movement of cargos such as containers, cement and
other break-up cargos, servicing end users along the industrialised
west coast of India; and
-- an integrated container freight solution at the Logistics
Park, easing congestion issues in the road network around Mumbai
and JNPT.
The congestion in India's ports is being experienced at the same
time as the Indian economy is forecast to be the seventh largest
economy in the world by the end of 2016, with growth in GDP of 7.6
per cent. expected in 2017. The Directors believe that the success
of the Group will be enhanced by the continued growth in the Indian
economy, especially given India's historic reliance on its ports
for its import and export trade ("EXIM"). India's location,
surrounded by a coastline of over 7,500 kilometers and with over
14,500 kilometers of navigable inland waterways, means that its
ports and logistics industries have been relied upon historically
to help facilitate the wider growth of the Indian economy, with
India's maritime logistics accounting for 90 per cent. of total
EXIM trade by volume and 72 per cent. by value. Such EXIM trade is
forecast to grow at 5 to 10 per cent. CAGR over the next decade and
the Directors believe that once the Facility is fully operational
it will be well positioned to benefit from this growth.
Whilst maritime logistics are an important part of the Indian
economy, handling more than 1 billion tonnes of cargo in 2015, such
water transport only accounts for 7 per cent. of the total freight
movement in India in tonne per kilometre terms despite water
transport representing significantly lower costs than rail or road
freight. This figure compares to 20 per cent. in China.
India's maritime logistics sector is under-utilised when
compared to its road and railway logistics sectors, yet India's
Major Ports continue to be heavily congested. This results in
inefficiencies, such as an average turnaround time (being the time
in which a vessel can be loaded or discharged of cargo) of 4.5 days
compared to only 1 day and 1.2 days in China and the United States
respectively, which the Indian government fears could hamper
India's potential for wider economic growth.
Port-led development and efficiencies have, therefore, become a
national focus of the Indian government. The Sagarmala initiative
was approved by the Indian Government's Ministry of Shipping with
the stated aim of "accelerating economic development in the country
by harnessing the potential of India's coastline and river
network". The Directors believe that this further validates the
Group's investment in the Facility to date and represents
opportunities once the Facility is fully operational.
The Indian government aims to increase cargo at Indian ports to
2.5 billion tonnes by 2025, from 1.1 billion tonnes in 2015,
necessitating increases in capacity and efficiencies at existing
ports and the construction of new ports, such as the Facility to
alleviate congestion. Given that the cost per tonne of using
waterway routes in India is 60 to 80 per cent. less than using road
or rail, the Directors believe that the government's push towards
maximising maritime freight logistics will further enhance the
Facility's attractiveness to potential customers, with the added
benefit that a multi-modal mix of freight transport is predicted to
lead to carbon emissions savings of 3.5 per cent. of India's total
freight sector emissions.
The Directors continue to believe that the Facility will have
limited direct competition from surrounding Minor Ports due to the
Facility's close proximity to Mumbai Port and JNPT.
Outlook
As at 30 September 2016, on the basis of an exchange rate of Rs.
86.6 : GBP1.00, the Company's cash position was GBP22.8 million and
it had GBP24.0 million headroom in its Debt Facility. As such, the
Directors believe that the Company has sufficient resources to
finance the continued construction of the Facility, without delay,
through to the end of the first quarter of 2017 and, following
receipt of the Transaction proceeds, to complete the Facility by
the end of the third quarter of 2017.
Alongside the Company's plan to continue the construction of the
Facility to operational completion, there will also be a focus on
marketing the Facility to potential customers. The Directors
intend, in particular, to focus on potential customers, including a
consortium of shipping lines, exporters and importers of containers
and break-bulk cargos in the region and coastal cargo given the
Indian Government's stated aim to decongest the freight rail and
road corridors along the west coast of India by stimulating growth
in India's maritime logistics sector.
The Placing and Open Offer
Details of the Placing
The Company has conditionally raised GBP30.0 million before
expenses by the conditional placing of 300,000,000 Placing Shares
at the Offer Price to the Placees (assuming that the Placing is
fully subscribed).
The Placing is conditional, inter alia, upon:
(a) the passing of Resolutions 1 and 2 at the General Meeting;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
(c) Admission becoming effective by no later than 8.00 a.m. on
25 November 2016 or such later time and/or date (being no later
than 8.30 a.m. on 16 December 2016) as Cenkos Securities and the
Company may agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter.
The Placing Shares are not subject to clawback. The Placing is
not being underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the New Ordinary Shares (excluding the NG Subscription
Shares) to trading on AIM. It is expected that Admission will occur
and that dealings will commence at 8.00 a.m. on 25 November 2016 at
which time it is also expected that the Placing Shares will be
enabled for settlement in CREST.
Details of the Open Offer
The Company is proposing to raise up to GBP1.6 million before
expenses. A total of 16,000,000 New Ordinary Shares are available
to Qualifying Shareholders pursuant to the Open Offer at the Offer
Price, payable in full on acceptance. Any Offer Shares not
subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility. The
balance of any Offer Shares not subscribed for under the Excess
Application Facility will not be available to Placees under the
Placing.
Qualifying Shareholders may apply for Offer Shares under the
Open Offer at the Offer Price on the following basis:
4 Offer Shares for every 11 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held by Qualifying Shareholders on the Record Date. Entitlements of
Qualifying Shareholders will be rounded down to the nearest whole
number of Offer Shares. Fractional entitlements which would
otherwise arise will not be issued to the Qualifying Shareholders
but will be aggregated and made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of
their Open Offer Entitlement. Not all Shareholders will be
Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered office in Restricted
Jurisdictions will not qualify to participate in the Open Offer.
The attention of Overseas Shareholders is drawn to paragraph 7 of
Part 3 of the Circular.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form or credited to their CREST account(s). Applicants
can apply for less or more than their entitlements under the Open
Offer but the Company cannot guarantee that any application for
Excess Shares under the Excess Application Facility will be
satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own
Open Offer Entitlements. The Company may satisfy valid applications
for Excess Shares of applicants in whole or in part but reserves
the right not to satisfy any excess above any Open Offer
Entitlement. The Board may scale back applications made in excess
of Open Offer Entitlements on such basis as it reasonably considers
to be appropriate.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Offer Shares will be
credited to CREST on 1 November 2016. The Open Offer Entitlements
will be enabled for settlement in CREST until 11.00 a.m. on 23
November 2016. Applications through the CREST system may only be
made by the Qualifying CREST Shareholder originally entitled or by
a person entitled by virtue of bona fide market claims. The Offer
Shares must be paid in full on application. The latest time and
date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 a.m.
on 23 November 2016. The Open Offer is not being made to certain
Overseas Shareholders, as set out in paragraph 7 of Part 3 of the
Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore any Offer Shares which are not applied
for by Qualifying Shareholders will not be sold in the market for
the benefit of the Qualifying Shareholders who do not apply under
the Open Offer. The Application Form is not a document of title and
cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment for Offer Shares, are contained in Part 3 of the
Circular and, in the case of Qualifying Non-CREST Shareholders, on
the accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects and not being terminated
before Admission (as the case may be). If the Placing does not
proceed, the Offer Shares will not be issued and all monies
received by the Receiving Agents from applicants will be returned
to such applicants (at the applicants' risk and without interest)
as soon as possible, but within 14 days thereafter. Any Open Offer
Entitlements admitted to CREST will thereafter be disabled.
The Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Offer Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 25 November 2016 at which time it is also expected that the
Offer Shares will be enabled for settlement in CREST.
Use of net proceeds
The net proceeds of the Placing and the Subscriptions are
expected to be approximately GBP34.3 million and it is proposed
that such proceeds shall be used as follows:
-- to fund the continued construction and build-out of the Facility; and
-- for general working capital purposes.
Proceeds received via the Open Offer will be used for the same
purposes as above.
Placing Agreement
Pursuant to the Placing Agreement, Cenkos Securities has agreed
to use its reasonable endeavours as agent of the Company to procure
subscribers for the Placing Shares at the Offer Price.
The Placing Agreement provides, inter alia, for payment by the
Company to Cenkos Securities of commission based on the number of
Placing Shares placed by Cenkos Securities multiplied by the Offer
Price. The commission payable to Cenkos Securities shall be
satisfied, in part, via the issue of the Cenkos Fee Shares to
Cenkos Securities (or any affiliate thereof). In addition, 500,000
new Ordinary Shares shall be issued to the Company's other advisers
in satisfaction, in part, of the fees payable by the Company in
connection with the Transaction.
The Company will bear all other expenses of, and incidental to,
the Placing, Open Offer and Subscriptions, including the fees of
the London Stock Exchange, printing costs, Registrars' and
Receiving Agent's fees, all legal and accounting fees of the
Company and any stamp duty and other taxes and duties payable.
The Placing Agreement contains certain warranties and
indemnities from the Company in favour of Cenkos Securities and is
conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement having become unconditional in all
respects (save for the condition relating to Admission) and not
having been terminated in accordance with its terms prior to
Admission; and
(c) Admission becoming effective not later than 8.00 a.m. on 25
November 2016 or such later time and/or date as the Company and
Cenkos Securities may agree, being not later than 16 December
2016.
Cenkos Securities may terminate the Placing Agreement if, inter
alia: the Company is in material breach of any of its obligations
under the Placing Agreement; or there has occurred, in the opinion
of Cenkos Securities, acting in good faith, a material adverse
change in the business of the Group or in the financial or trading
position or prospects of the Group.
The Arden Engagement Letter
Pursuant to the terms of the Arden Engagement Letter, Arden
Partners agreed to, amongst other things, introduce the Company to
potential Placees.
The Arden Engagement Letter provides, inter alia, for payment by
the Company to Arden Partners of a commission fee of GBP177,916.60
on the completion of the Transaction, which shall be satisfied
through the issue of the Arden Fee Shares to Arden Partners (or any
affiliate thereof).
The Subscriptions
NG Subscription Agreement
On 31 October 2016 the Company entered into the NG Subscription
Agreement with, amongst others, Nikhil Gandhi and SKIL Global
pursuant to which, subject to the Resolutions being duly passed,
Nikhil Gandhi has agreed to subscribe (whether in his personal
capacity or via SKIL Global and/or an affiliate) for the NG
Subscription Shares at the Offer Price equal to an aggregate
subscription amount of GBP3.0 million. Mr. Gandhi has agreed to
complete the subscription for the NG Subscription Shares by 15
January 2017 and, as such, the Company will utilise the GBP3.0
million received by Mr. Gandhi to fund the continued construction
of the Facility in accordance with the planned timetable.
In the event that Nikhil Gandhi does not complete the
subscription for the NG Subscription Shares by 15 January 2017, and
in addition to the Company's right to claim for contractual
damages, Nikhil Gandhi and SKIL Global have granted a power of
attorney in favour of the Company to sell any of the Existing
Ordinary Shares currently held by SKIL Global. In such
circumstances, the Company shall be entitled to receive the
proceeds of any such sale of Existing Ordinary Shares in order to
discharge Nikhil Gandhi's non-performance of his obligations under
the NG Subscription Agreement. Any sale proceeds received by the
Company in excess of GBP3.0 million (minus all costs, commissions
and expenses) shall be paid to Nikhil Gandhi by the Company.
Furthermore, the NG Subscription Agreement provides that:
--the Existing Ordinary Shares held by SKIL Global; and
--the shares in SKIL Global held by Nikhil Gandhi;
in each case, are subject to lock-ins on terms that any interest
in any such shares shall only be disposed of with the Company's
consent until the earlier of (i) completion of the Subscription by
15 January 2017; or (ii) the Company selling any of the Existing
Ordinary Shares currently held by SKIL Global in satisfaction of
the liabilities owed to the Company.
Contractor Subscription Agreement
On 31 October 2016, the Company entered into the Contractor
Subscription Agreement with ITD pursuant to which, subject to the
Resolutions being duly passed, the Company has agreed to issue the
Contractor Subscription Shares at the Offer Price, in part payment
of amounts to be paid under the EPC Contract. Accordingly, the
Company's total cash funding requirement in relation to the
construction of the Facility will be reduced by GBP3.0 million.
Following the passing of the Resolutions, the relevant New
Ordinary Shares are to be issued, conditional upon Admission, to
ITD or to such affiliates or third party sub-contractors as it may
nominate. ITD has agreed to a lock-in of such shares on terms that
any interest in any such shares shall only be disposed of with the
Company's consent on or before the Facility becoming fully
operational. However, ITD may dispose of shares to its affiliates
or third party sub-contractors if such persons agree to the same
lock-in terms or if required by law or court order.
Effect of Transaction
Upon Admission, the New Ordinary Shares (excluding the NG
Subscription Shares) will represent approximately 88.7 per cent. of
the Enlarged Share Capital (assuming full take up under the Placing
and the Open Offer and that all of the Contractor Subscription
Shares are issued).
Certain of the Directors have indicated that they intend to
participate in the Transaction, further details of which are set
out in the table below.
Directors' Shareholdings pre and post the Placing, Open Offer
and issue of the Contractor Subscription Shares
Director Number Percentage Number of Resulting Resulting
of Existing of Existing New Ordinary number of holding
Ordinary Ordinary Shares subscribed Ordinary as a
Shares Shares for in the Shares held percentage
held held Placing immediately of the
on 28 on 28 following Enlarged
October October Admission Share
2016* 2016* Capital**
Nikhil
Gandhi(1) 12,720,000 28.91 nil 12,720,000 3.26%
Pavandeep
Bakhshi 880,000 2.00 500,000 1,380,000 0.35%
Peter
Jones 8,000 0.02 200,000 208,000 0.05%
Lord
Flight nil nil 1,000,000 1,000,000 0.26%
(1) Nikhil Gandhi's interests are all held indirectly through
SKIL Global Ports & Logistics Limited, which is ultimately
beneficially owned by Nikhil Gandhi. The table above does not
include reference to the NG Subscription Shares which it is
anticipated will not be issued until shortly before 15 January
2017.
Following the issue of the NG Subscription Shares (and assuming
the Placing and Open Offer are fully subscribed and that no other
Ordinary Shares are issued in the interim) Nikhil Gandhi's
aggregate interest in Ordinary Shares will be 42,720,000
representing 10.17 per cent. of the then issued share capital of
the Company.
*being the last practicable date prior to publication of this
announcement
**assuming that the Placing and the Open Offer are fully
subscribed and that the Contractor Subscription Shares are
issued.
Relationship Agreement
The Relationship Agreement will terminate upon Admission on the
basis that Nikhil Gandhi's interest in the Company, held indirectly
via SKIL Global, will fall below 15 per cent. of the voting rights
of the Enlarged Share Capital. Upon the expiry of a 12 month period
following the termination of the Relationship Agreement, Nikhil
Gandhi and SKIL Global will no longer be prohibited from competing
with the business of the Group nor will the Group have a right to
participate in future projects or opportunities of SKIL
Infrastructure Limited. However, assuming completion of the
subscription in accordance with the terms of the NG Subscription
Agreement, the Relationship Agreement will be amended and revived
and thereafter Nikhil Gandhi's rights and obligations under the
Relationship Agreement (including the right to nominate a director
to the Board and certain non-compete restrictions) will continue
for so long as the personal guarantee granted by Nikhil Gandhi in
relation to the Debt Facility remains in full force and effect.
Furthermore, the Relationship Agreement provides that upon its
termination, SKIL Global can require that the Company changes its
name so that it does not include the word 'SKIL' and, as such, the
Company is proposing to change its name to Mercantile Ports and
Logistics Limited. Subject to the passing of the relevant
Resolution, the change of name of the Company will take effect
shortly after Admission.
Board change
Jigar Shah was appointed interim finance director at the time of
the Company's admission on the AIM market of the London Stock
Exchange on 7 October 2010. Since that time the Company's finance
function has been enhanced and Mr Shah's role has diminished.
Andrew Henderson was appointed as Head of Finance, a non-board
role, on 12 September 2016. Mr Shah currently has no day to day
involvement in the Company and has resigned with immediate
effect.
Related Party Transaction
Legal & General Investment Management ("L&G") is a
substantial Shareholder in the Company, holding in aggregate
8,100,000 Ordinary Shares of the Company representing approximately
18.41 per cent. of the voting rights and, consequently L&G is
considered to be a related party of the Company pursuant to Rule 13
of the AIM Rules for Companies. L&G is subscribing for
62,500,000 Placing Shares under the Placing. This subscription by
L&G also constitutes a related party transaction for the
purposes of the AIM Rules for Companies. The Directors consider,
having consulted with Cenkos Securities, that the participation in
the Placing by L&G is fair and reasonable insofar as the
Shareholders are concerned. Assuming that the Placing and the Open
Offer are fully subscribed and that the Contractor Subscription
Shares are issued, L&G's holding in the Company will be 18.1
per cent of the Enlarged Share Capital
Nikhil Gandhi is a substantial Shareholder in the Company,
holding, via SKIL Global, in aggregate
12,720,000 Ordinary Shares of the Company representing
approximately 28.91 per cent. of the voting rights and,
consequently Mr. Gandhi is considered to be a related party of the
Company pursuant to Rule 13 of the AIM Rules for Companies. Mr.
Gandhi has agreed to subscribe for the NG Subscription Shares under
the NG Subscription Agreement. This subscription also constitutes a
related party transaction for the purposes of the AIM Rules. The
Directors (other than Mr. Gandhi) consider, having consulted with
Cenkos Securities, that the participation in the Subscription by
Mr. Gandhi is fair and reasonable insofar as the Shareholders are
concerned. Assuming that the Placing and the Open Offer are fully
subscribed and that the Subscription Shares are issued, Mr.
Gandhi's holding in the Company will be approximately 10.17 per
cent. of the then enlarged share capital.
General Meeting
The Directors do not currently have authority to allot all of
the New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders at the General Meeting to allot the New
Ordinary Shares.
A notice convening the General Meeting, which is to be held at
the offices of the Company Secretary, Elian Fiduciary Services
(Guernsey) Limited, at Redwood House, St. Julian's Avenue, St.
Peter Port, Guernsey, GY1 1WA at 10.00 a.m. on 24 November 2016, is
set out at the end of the Circular. At the General Meeting, the
Resolutions will be proposed to authorise the Directors to allot
relevant securities equal to 376,000,000 New Ordinary Shares and to
authorise the Directors to issue and allot 376,000,000 New Ordinary
Shares pursuant to the Placing, the Open Offer and the
Subscriptions (and in order to satisfy its payment obligations to
Cenkos Securities under the Placing Agreement and Arden Partners
under the Arden Engagement Letter) on a non-pre-emptive basis.
The authorities to be granted pursuant to the Resolutions shall
expire on whichever is the earlier of the conclusion of the Annual
General Meeting of the Company to be held in 2017 or the date
falling six months from the date of the passing of the Resolutions
(unless renewed, varied or revoked by the Company prior to or on
that date) and shall be in addition to the Directors' authorities
to allot relevant securities and dis-apply statutory pre-emption
rights granted at the Company's Annual General Meeting held on 28
July 2016.
Furthermore, the Board is also seeking the approval of
Shareholders at the General Meeting to change the registered name
of the Company to 'Mercantile Ports and Logistics Limited'. Subject
to the passing of the relevant Resolution, this change of name will
take effect shortly after Admission.
Recommendation
The Directors believe that the Transaction and the passing of
the Resolutions are in the best interests of the Company and
Shareholders, taken as a whole. Accordingly the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions, as they intend to do in respect of their own holdings
of Ordinary Shares, totalling 13,616,000 Ordinary Shares, being
approximately 30.95 per cent. of the Existing Ordinary Shares.
The Transaction is conditional, inter alia, upon the passing of
the Resolutions at the General Meeting. Shareholders should be
aware that if the Resolutions are not approved at the General
Meeting, the Transaction will not proceed.
Expected Timetable of Principal Events
Record Date for the Open Offer 5.00 p.m. on
27 October 2016
Announcement of the Placing and 31 October 2016
Open Offer, publication and posting
of the Circular, the Application
Form and Form of Proxy
Ex-entitlement Date 8.00 a.m. on
1 November 2016
Open Offer Entitlements and Excess 8.00 a.m on 12016
CREST Open Offer Entitlements credited
to stock accounts of Qualifying
CREST Shareholders
Latest time and date for receipt 10.00 a.m. on
of completed Forms of Proxy to 22 November]2016
be valid at the General Meeting
Recommended latest time and date 4.30 p.m. on
for requesting withdrawal of Open 17 November 2016
Offer Entitlements from CREST
Latest time and date for Depositing 3.00 p.m. on
Open Offer Entitlements in CREST 18 November 2016
Latest time and date for splitting 3.00 p.m. on
Application Forms (to satisfy bona 21 November 2016
fide market claims only)
Latest time and date for acceptance 11.00 a.m. on
of the Open Offer and receipt of 23 November 2016
completed Application Forms and
payment in full under the Open
Offer or settlement of relevant
CREST instructions (if appropriate)
General Meeting 10.00 a.m. on
24 November 2016
Announcement of result of General 24 November 2016
Meeting and Open Offer
Admission and commencement of dealings 8.00 a.m. on
in the New Ordinary Shares on AIM 25 November 2016
New Ordinary Shares credited to 25 November 2016
CREST members' accounts
Despatch of definitive share certificates within 10 business
in certificated form days of Admission
Definitions
"Admission" the admission of the New
Ordinary Shares (excluding
the NG Subscription Shares)
to trading on AIM in accordance
with the AIM Rules for
Companies
------------------------------------ ----------------------------------------------
"AIM" the AIM market operated
by the London Stock Exchange
------------------------------------ ----------------------------------------------
"AIM Rules for Companies" the AIM Rules for Companies
and guidance notes as
published by the London
Stock Exchange from time
to time
------------------------------------ ----------------------------------------------
"Application Form" the non-CREST Application
Form
------------------------------------ ----------------------------------------------
"Arden Fee Shares" the 1,779,166 new Ordinary
Shares to be issued to
Arden Partners in satisfaction,
in part, of the commission
and fees payable to them
by the Company under the
Arden Engagement Letter
------------------------------------ ----------------------------------------------
"Arden Engagement Letter" the letter of engagement
between the Company and
Arden Partners dated 15
September 2016 (as varied
via a side letter dated
on or around the date
of the Circular)
------------------------------------ ----------------------------------------------
"Arden Partners" Arden Partners plc (Company
No. 04427253) a company
incorporated and registered
in England and Wales whose
registered office is located
at Arden House, 17 Highfield
Road, Edgbaston, Birmingham,
B15 3DU
------------------------------------ ----------------------------------------------
"Board" or "Directors" the directors of the Company
as at the date of this
announcement
------------------------------------ ----------------------------------------------
"BOOT" build, own, operate and
transfer
------------------------------------ ----------------------------------------------
"Business Day" a day other than a Saturday,
Sunday or public holiday
in England when banks
in London are open for
business
------------------------------------ ----------------------------------------------
"CAGR" compounded annual growth
rate
------------------------------------ ----------------------------------------------
"Capita Asset Services" a trading name of Capita
Registrars Limited
------------------------------------ ----------------------------------------------
"Cenkos Securities" Cenkos Securities plc
------------------------------------ ----------------------------------------------
"Cenkos Fee Shares" up to 3,546,284 new Ordinary
Shares to be issued to
Cenkos Securities in satisfaction,
in part, of the commission
payable to them by the
Company under the Placing
Agreement
------------------------------------ ----------------------------------------------
"Code" the City Code on Takeovers
and Mergers
------------------------------------ ----------------------------------------------
"Companies Law" the Companies (Guernsey)
Law 2008 as amended (as
may be further amended
from time to time)
------------------------------------ ----------------------------------------------
"Company" SKIL Ports & Logistics
Limited
------------------------------------ ----------------------------------------------
"Contractor Subscription the agreement entered
Agreement" into between the Company,
KTLPL and ITD in relation
to the subscription of
30,000,000 new Ordinary
Shares at the Offer Price
dated 31 October 2016,
as described in this document
------------------------------------ ----------------------------------------------
"Contractor Subscription the 30,000,000 new Ordinary
Shares" Shares to be issued by
the Company under the
terms of the Contractor
Subscription Agreement
------------------------------------ ----------------------------------------------
"CREST" the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the operator (as defined
in the CREST Regulations)
------------------------------------ ----------------------------------------------
"CREST member" a person who has been
admitted to CREST as a
system-member (as defined
in the CREST Manual)
------------------------------------ ----------------------------------------------
"CREST member account the identification code
ID" or number attached to
a member account in CREST
------------------------------------ ----------------------------------------------
"CREST participant" a person who is, in relation
to CREST, a system-participant
(as defined in the CREST
Regulations)
------------------------------------ ----------------------------------------------
"CREST participant ID" shall have the meaning
given in the CREST Manual
issued by Euroclear
------------------------------------ ----------------------------------------------
"CREST payment" shall have the meaning
given in the CREST Manual
issued by Euroclear
------------------------------------ ----------------------------------------------
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
(as amended)
------------------------------------ ----------------------------------------------
"CREST sponsor" a CREST participant admitted
to CREST as a CREST sponsor
------------------------------------ ----------------------------------------------
"CREST sponsored member" a CREST member admitted
to CREST as a sponsored
member
------------------------------------ ----------------------------------------------
"Debt Facility" the 10 year term loan
of INR 480 crore (GBP52.99
million) entered into
on 28 February 2014 between
KTLPL and a syndicate
of four Indian public
sector banks
------------------------------------ ----------------------------------------------
"Deed of Lease" the 30 year lease entered
into between Karanja Infrastructure
Private Limited ("KIPL")
and MMB on 31 August 2009
with an effective date
of 7 August 2009 in respect
of the Project Land with
a concession to develop
on a BOOT basis: (i) the
Facility; and (ii) a ship
repair facility (as novated
to KTLPL via a deed of
confirmation entered into
between KIPL, KTLPL and
MMB on 28 September 2010)
------------------------------------ ----------------------------------------------
"Dedicated Rail Freight the freight corridor under
Corridor" construction to connect
Delhi, the national capital
of India, and Mumbai,
the commercial capital
of India
------------------------------------ ----------------------------------------------
"DWT" deadweight tonnage
------------------------------------ ----------------------------------------------
"EPC Contract" the construction contract
made between KTLPL and
ITD dated 11 June 2013
------------------------------------ ----------------------------------------------
"Enlarged Share Capital" the entire issued share
capital of the Company
on Admission, assuming
that the Placing and Open
Offer are each fully subscribed
and that all of the Contractor
Subscription Shares are
issued
------------------------------------ ----------------------------------------------
"EU" the European Union
------------------------------------ ----------------------------------------------
"Euro" or "EUR" euros, the legal currency
of the members of the
European Union who have
entered into an Economic
and Monetary Union
------------------------------------ ----------------------------------------------
"Euroclear" Euroclear UK & Ireland
Limited
------------------------------------ ----------------------------------------------
"Excess Application Facility" the arrangement pursuant
to which Qualifying Shareholders
may apply for additional
Offer Shares in excess
of their Open Offer Entitlement
in accordance with the
terms and conditions of
the Open Offer
------------------------------------ ----------------------------------------------
"Excess CREST Open Offer in respect of each Qualifying
Entitlement" CREST Shareholder, his
entitlement (in addition
to his Open Offer Entitlement)
to apply for Offer Shares
in accordance with the
Excess Application Facility,
which is conditional on
him taking up his Open
Offer Entitlement in full
------------------------------------ ----------------------------------------------
"Excess Shares" Offer Shares applied for
by Qualifying Shareholders
in accordance with the
Excess Application Facility
------------------------------------ ----------------------------------------------
"Ex-entitlement Date" the date on which the
Existing Ordinary Shares
are marked "ex" for entitlement
under the Open Offer,
being 1 November 2016
------------------------------------ ----------------------------------------------
"Existing Ordinary Shares" the 44,000,000 Ordinary
Shares in issue on the
date of this document
------------------------------------ ----------------------------------------------
"Facility" the completed Logistics
Park and Multi-purpose
Terminal
------------------------------------ ----------------------------------------------
"FCA" the Financial Conduct
Authority of the UK
------------------------------------ ----------------------------------------------
"Fee Shares" the Arden Fee Shares,
the Cenkos Fee Shares
and the 500,000 new Ordinary
Shares to be issued to
certain of the Company's
other advisers as part
payment of fees with respect
to the Transaction
------------------------------------ ----------------------------------------------
"Form of Proxy" the form of proxy for
use in relation to the
General Meeting enclosed
with the Circular
------------------------------------ ----------------------------------------------
"FSMA" Financial Services and
Markets Act 2000 (as amended)
------------------------------------ ----------------------------------------------
"Funding" the GBP36 million, estimated
by the Directors, required
to fund the completion
of the Facility which
will be satisfied by the
net proceeds of the Transaction
------------------------------------ ----------------------------------------------
"GDP" gross domestic product
------------------------------------ ----------------------------------------------
"General Meeting" the General Meeting of
the Company, convened
for 10.00 a.m. on 24 November
2016 or at any adjournment
thereof, notice of which
is set out at the end
of this document
------------------------------------ ----------------------------------------------
"Group" the Company and its subsidiaries
------------------------------------ ----------------------------------------------
"India" The Republic of India
------------------------------------ ----------------------------------------------
"ITD" or "EPC Contractor" ITD Cementation India
Limited, (CIN L61000MH1978PLC020435),
a company incorporated
and registered in India
whose registered office
is at National Plastic
Building, A-Subhash Road,
Paranjape B Scheme, Vile
Parle (East) Mumbai, MH400057,
India
------------------------------------ ----------------------------------------------
"KTLCL" Karanja Terminal & Logistics
(Cyprus) Ltd (Company
No. 272677), a company
incorporated in Cyprus
under the Companies Law,
Cap 113 of Cyprus on 31
August 2010, whose registered
office is at Vyzantiou,
30, Vyzantio Building,
Floor 2, Flat 22 Strovolos
2064, Lefkosia, Cyprus
------------------------------------ ----------------------------------------------
"KTLPL" Karanja Terminal & Logistics
Private Limited (CIN U63090MH2010PTC203226),
a company incorporated
and registered in India
under the Companies Act,
1956 of India on 14 May
2010, whose registered
office is at 13/14, Khetan,
Bhavan, 3rd Floor, 198
Jamshedji Tata Road, Churchgate,
Mumbai-40020, India
------------------------------------ ----------------------------------------------
"Logistics Park" the logistics park being
developed by the Group
on the Project Land
------------------------------------ ----------------------------------------------
"London Stock Exchange" London Stock Exchange
plc
------------------------------------ ----------------------------------------------
"Major Port" each of the 13 ports located
in India designated as
'Major Ports' by India's
Ministry of Shipping
------------------------------------ ----------------------------------------------
"Minor Port" any port located in India
which is not a Major Port
------------------------------------ ----------------------------------------------
"MMB" Maharashtra Maritime Board
------------------------------------ ----------------------------------------------
"Money Laundering Regulations" the Money Laundering Regulations
2007, the money laundering
provisions of the Criminal
Justice Act 1993 and the
Proceeds of Crime Act
2002
------------------------------------ ----------------------------------------------
"Mumbai Trans-Harbour the proposed 22 kilometre
Link" freeway grade road bridge
connecting Mumbai with
Navi Mumbai, its satellite
city
------------------------------------ ----------------------------------------------
"Multi-purpose Terminal" the multi-purpose port
terminal being developed
by the Group on the Project
Land
------------------------------------ ----------------------------------------------
"New Ordinary Shares" the Placing Shares, the
Offer Shares, and the
Subscription Shares
------------------------------------ ----------------------------------------------
"NG Subscription Agreement" the agreement entered
into between the Company,
Nikhil Gandhi, SKIL Global
and SKIL Infrastructure
Limited dated 31 October
2016 in relation to the
subscription of 30,000,000
new Ordinary Shares at
the Offer Price and the
amendment to the Relationship
Agreement, as described
in this document
------------------------------------ ----------------------------------------------
"NG Subscription Shares" the 30,000,000 new Ordinary
Shares to be issued by
the Company under the
terms of the NG Subscription
Agreement
------------------------------------ ----------------------------------------------
"Notice of General Meeting" the notice convening the
General Meeting as set
out at the end of this
document
------------------------------------ ----------------------------------------------
"Offer Price" 10 pence per New Ordinary
Share
------------------------------------ ----------------------------------------------
"Offer Shares" up to 16,000,000 Ordinary
Shares being made available
to Qualifying Shareholders
pursuant to the Open Offer
------------------------------------ ----------------------------------------------
"Open Offer" the conditional invitation
made to Qualifying Shareholders
to apply to subscribe
for the Offer Shares at
the Offer Price on the
terms and subject to the
conditions set out in
Part 3 of this document
and, where relevant, in
the Application Form
------------------------------------ ----------------------------------------------
"Open Offer Entitlement" the entitlement of Qualifying
Shareholders to subscribe
for Offer Shares allocated
to Qualifying Shareholders
on the Record Date pursuant
to the Open Offer
------------------------------------ ----------------------------------------------
"Ordinary Shares" ordinary shares of nil
par value each in the
capital of the Company
------------------------------------ ----------------------------------------------
"Overseas Shareholders" a Shareholder with a registered
address outside the United
Kingdom or who is a citizen
of, or incorporated, registered
or otherwise resident
in, a country outside
the United Kingdom
------------------------------------ ----------------------------------------------
"Placees" subscribers for Placing
Shares
------------------------------------ ----------------------------------------------
"Placing" the placing by the Company
of the Placing Shares
with certain institutional
and other investors pursuant
to the Placing Agreement
------------------------------------ ----------------------------------------------
"Placing Agreement" the agreement entered
into between the Company
and Cenkos Securities
in respect of the Placing
dated 31 October 2016,
as described in the Circular
------------------------------------ ----------------------------------------------
"Placing Shares" 300,000,000 new Ordinary
Shares the subject of
the Placing, which includes
the Fee Shares
------------------------------------ ----------------------------------------------
"Project Land" the 821,440 square miles
(approximately 200 acres)
of land with a sea frontage
of approximately 1,000
metres at Karanja Creek,
Chanje Village, Taluka
Uran, District Raigad,
Maharashtra, India as
described in the Deed
of Lease
------------------------------------ ----------------------------------------------
"Prospectus Rules" the Prospectus Rules made
in accordance with the
EU Prospectus Directive
2003/71/EC in relation
to offers of securities
to the public and the
admission of securities
to trading on a regulated
market
------------------------------------ ----------------------------------------------
"Qualifying CREST Shareholders" Qualifying Shareholders
holding Existing Ordinary
Shares in a CREST account
------------------------------------ ----------------------------------------------
"Qualifying Non-CREST Qualifying Shareholders
Shareholders" holding Existing Ordinary
Shares in certificated
form
------------------------------------ ----------------------------------------------
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register
of members of the Company
at the Record Date (but
excluding, subject to
certain exceptions, any
Overseas Shareholder who
is located or resident
or who has a registered
address in, or who is
a citizen of, the United
States of America or any
other Restricted Jurisdiction)
------------------------------------ ----------------------------------------------
"Record Date" 5.00 p.m. on 27 October
2016 in respect of the
entitlements of Qualifying
Shareholders under the
Open Offer
------------------------------------ ----------------------------------------------
"Registrars" and "Receiving Capita Asset Services,
Agents" a trading name of Capita
Registrars Limited
------------------------------------ ----------------------------------------------
"Regulatory Information has the meaning given
Service" in the AIM Rules for Companies
------------------------------------ ----------------------------------------------
"Relationship Agreement" the agreement entered
into on or around 7 October
2010 between, amongst
others, the Company, Nikhil
Gandhi and SKIL Global
------------------------------------ ----------------------------------------------
"Resolutions" the ordinary and special
resolutions to be proposed
at the General Meeting,
as set out in the Notice
of the General Meeting
------------------------------------ ----------------------------------------------
"Restricted Jurisdictions" United States of America,
Canada, Australia, Japan
and the Republic of South
Africa and any other jurisdiction
where the extension or
availability of the Placing
and Open Offer would breach
any applicable law
------------------------------------ ----------------------------------------------
"Rupees" or "Rs" Indian Rupees, the legal
currency of India
------------------------------------ ----------------------------------------------
"Securities Act" US Securities Act of 1933
(as amended)
------------------------------------ ----------------------------------------------
"Shareholders" the holders of Existing
Ordinary Shares
------------------------------------ ----------------------------------------------
"SKIL Global" SKIL Global Ports & Logistics
Limited, a company incorporated
in Guernsey under the
Companies Law with registered
number 52320, which is
ultimately beneficially
owned by Nikhil Gandhi
------------------------------------ ----------------------------------------------
"Subscriptions" the subscriptions for
the Contractor Subscription
Shares and the NG Subscription
Shares
------------------------------------ ----------------------------------------------
"TEU" twenty-foot equivalent
unit, an industry standard
unit for describing a
ship's cargo carrying
capacity or a shipping
terminal's cargo handling
capacity
------------------------------------ ----------------------------------------------
"Transaction" the Placing, the Open
Offer and the Subscriptions
------------------------------------ ----------------------------------------------
"United Kingdom" or "UK" the United Kingdom of
Great Britain and Northern
Ireland
------------------------------------ ----------------------------------------------
"United States", "United the United States of America,
States of America" or its territories and possessions,
"US" any State of the United
States, and the District
of Columbia
------------------------------------ ----------------------------------------------
"uncertificated" or "uncertificated recorded on the relevant
form" register or other record
of the Shares or other
security concerned as
being held in uncertificated
form in CREST, and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST
------------------------------------ ----------------------------------------------
"UK Companies Act" Companies Act 2006 (as
amended)
------------------------------------ ----------------------------------------------
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBIBDGLDXBGLG
(END) Dow Jones Newswires
October 31, 2016 03:00 ET (07:00 GMT)
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