GPRT.L Regulatory News (GPRT)

5 Oct 2007 15:16

Goldenport Holdings Inc05 October 2007 Goldenport Holdings Inc Athens, 5th October 2007 Fleet Expansion Proposed purchase of four new-build bulk carriers and two new-build container vessels Posting of circular and notice of Extraordinary General Meeting Goldenport Holdings Inc., (LSE:GPRT) ("Goldenport" or the "Company") announcesthat it is proposing to enter into two separate transactions: firstly theacquisition of four new-build bulk carriers of 57,000 DWT each, with deliverydates between September and December 2009; and secondly the acquisition of twonew-build geared container vessels of 2,500 TEU nominal capacity each, withdelivery dates in October 2010 and March 2011. Goldenport will finance bothacquisitions through a mix of existing cash resources and new debt facilities. The bulk carriers Goldenport Shipmanagement Limited ("GSL"), a company wholly-owned by CaptainParis Dragnis, the Chief Executive Officer of Goldenport, has agreedspecification terms with Cosco (Zhousan) Shipyard Co. Ltd for the constructionof four new-build bulk carriers of 57,000 DWT each (the "Cosco ConditionalContracts"), with the intention to transfer them to the Company on a no profit /no loss basis. The total cost payable under the contracts for these four vesselsis estimated to be approximately US$151.0 million, which is payable is fiveequal instalments. On 5 October 2007, the Company entered into an agreement with GSL (the "GSLAgreement"), under which the Company will acquire the four GSL subsidiaries thatcurrently hold the Cosco Condional Contracts. Given that GSL is a related partyfor the purposes of Chapter 11 of the Listing Rules, completion of the GSLAgreement and therefore acquisition of the new bulk carriers is conditional,inter alia, upon the Company obtaining approval of the Independent Shareholders.It should also be noted, that the acquisition of the four GSL subsidiaries inaggregate constitutes a Class 1 transaction under Chapter 10 of the ListingRules. It is intended that the four transactions take place on a fully transparentbasis, as if they had been entered into directly by the Company. The Board(excluding Captain Paris Dragnis, who is a related party to the transaction)consider the terms of the GSL Agreement to be fair and reasonable and in thebest interests of the Company and its shareholders as a whole. Accordingly, theIndependent Directors, who beneficially hold in aggregate 2,128 of the votingrights representing 0.003 per cent of the Company's issued share capital, haveirrevocably undertaken to vote in favour of the resolution to approve the GSLAgreement. The container vessels On 7 August 2007, the Company separately agreed the specification terms withJiangsu Yangzijiang Shipbuilding Co. Ltd and Anhui Technology Imp. & Exp. Co.Ltd. for the construction of two new-build geared container vessels of 2,500 TEUnominal capacity each (the "YZJ Conditional Contracts"), the first of which isto be delivered in October 2010 and the second in March 2011. The total combinedcost payable by the Company for these two vessels is estimated to beapproximately US$94 million, which is payable is five equal instalments.Given the size of the proposed acquisitions, they are together regarded as aClass 1 transaction under Chapter 10 of the Listing Rules. Accordingly,completion of this transaction is conditional, inter alia, upon the Companyobtaining Shareholders' approval. The Board considers that the YZJ Conditional Contracts are in the best interestsof the Company and its shareholders as a whole. Accordingly, the Directors, whobeneficially hold in aggregate 41,802,128 of the voting rights representing 59.8per cent of the Company's issued share capital, have irrevocably undertaken tovote in favour of the resolutions to approve the YZJ Conditional Contracts. Publication of circular and notice of EGM The circular relating to both the related party transaction and the class 1acquisition has been approved by the FSA and will be posted to shareholderstoday. Copies of this announcement and the circular have also been submitted tothe FSA, and will shortly be available for inspection at the FSA's documentviewing facility. The approvals required for both the GSL Agreement and the YZJ ConditionalContracts, will be sought at an EGM to be held at the Company's head office at10.00 a.m. (Athens time) on 24 October 2007. Chris Walton, Non-Executive Chairman of Goldenport commented: "The proposed acquisition of the new-build bulk carriers and the new-buildcontainer vessels are within the context of the company's continued fleetexpansion and renewal program. The new vessels will replace a portion of thecurrent fleet which is expected to retire by 2010, while at the same timeenabling the Company to expand and improve the earnings capacity for the longerterm with a modern fleet. The terms of the acquisitions are also favourable tothe Company, given the current market valuations for vessels of similarspecification and delivery dates." For further information please contact:Goldenport Holdings Inc.: Chris Walton, Non-Executive Chairman Tel: + 44 7788 190095Christos Varsos, Chief Financial Officer Tel: + 30 210 8910500John Dragnis, Commercial Director Tel: + 30 210 8910500 Investor Relations / Media: Global Coordinator: Capital Link, Inc. Nicolas Bornozis Tel.:+1-212-661-7566 UK: Smithfield John Kiely / Will Swan Tel.: +44 20 7360 4900 E-mail: goldenport@capitallink.com Further Information - Notes to Editors About the Company Goldenport is an international shipping company that owns and operates a fleetof dry bulk and container vessels that transport cargo worldwide. The fleetconsists of eleven dry bulk carriers and fourteen container vessels (excludingthe vessels mentioned above). Goldenport is listed on the London Stock Exchange under ticker GPRT. This information is provided by RNS The company news service from the London Stock Exchange