25 Jun 2010 09:45
This announcement is for information only and does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company in the United States or in any other jurisdiction. This announcement should not be forwarded, published or distributed directly or indirectly, in or into the United States or any of the other Excluded Territories.
GOLDENPORT HOLDINGS INC.
Proposed Placing and Open Offer to raise US$35 million
The Board of Goldenport Holdings Inc. ("Goldenport" or the "Company") today announces a share issue by way of a Placing and Open Offer to raise approximately £23.5 million (US$35 million) through the issue of 18,496,010 New Shares at an Issue Price of 127 pence per Share.
The Issue Price of 127 pence represents a 1.55 per cent. discount to the Closing Price on the London Stock Exchange of 129 pence on 24 June 2010, being the latest date practicable prior to this announcement.
Key Highlights
·; Placing and Open Offer to raise gross proceeds of approximately £23.5 million (US$35 million). The expected proceeds net of expenses are £22.3 million (US$33.1 million)
·; Issue Price of 127 pence per Share, representing a discount of 1.55 per cent. to the Closing Price on 24 June 2010
·; 18,496,010 New Shares to be issued and available under the Open Offer to Shareholders, pro rata to their existing holdings, on the basis of: 1 New Share for every 3.9183531 Existing Shares
·; Net proceeds are to be used to fund future vessel acquisitions
·; The Board believes that the recent increase in charter hire rates will enable employment of such vessels under medium to long-term charters at attractive rates, optimizing returns while minimizing cash flow volatility
·; The Placing and Open Offer are conditional, inter alia, on the approval of the Capital Raising Resolutions at an Extraordinary General Meeting of the Company to be held on 19 July 2010
·; Captain Paris Dragnis, the founder and Chief Executive Officer of the Company has irrevocably agreed to take up the majority of his pro-rata entitlement under the Open Offer
·; The Placing and Open Offer is fully underwritten by the Joint Underwriters
·; Admission of the New Shares to listing on the Official List and to trading on the London Stock Exchange is expected to take place on 20 July 2010
Publication of Prospectus
The Prospectus containing details of the Placing and Open Offer will shortly be approved by the UKLA.
A paper copy of the Prospectus will be posted today to Shareholders and also made available in electronic form on the Company's website at www.goldenport.biz.
Captain Paris Dragnis, Founder and Chief Executive Officer of the Company commented:
"Consistent with our strategy of prudent and properly timed growth, we seek to take advantage of the gradual global economic recovery and the improving fundamentals of the shipping industry. Our objective is to reinforce our Company's ability to continue pursuing accretive acquisitions.
"Our Company has a visible track record of value creation taking advantage of market opportunities. Since our IPO in April 2006, we have transformed our fleet from 17 vessels, 8 container and 9 dry bulk carriers, to 25 vessels, 11 containers and 14 dry bulk carriers, with a much younger age profile and a significant increase in capacity. We achieved this without sacrificing the health of our balance sheet and we maintained a regular dividend rewarding our shareholders even during the most difficult periods.
"Today, Goldenport comprises a large and modern fleet balanced between the container and dry bulk markets providing us with operational flexibility and stability. We enjoy significant cash flow visibility with upside potential, given that as of June 18, 2010, 89% of the combined available fleet days for 2010 and 63% for 2011 are fixed under time charter agreements with reputable counterparties. Finally, Goldenport is in a strong financial condition with adequate access to bank financing.
"Management maintains a significant shareholding in Goldenport, thereby aligning our interest with all other shareholders. Furthermore, we have agreed to take up the majority of our pro-rata entitlement under the Open Offer, thereby tangibly demonstrating our continued support of our Company and our belief in its prospects."
For further information, please contact:
Goldenport Holdings Inc.:
Christos Varsos, Chief Financial Officer +30 210 8910 500
John Dragnis, Commercial Director
HSBC (Sponsor and Financial Adviser):
Nic Hellyer +44 20 7991 8888
Panmure Gordon (Global Co-ordinator, Joint Bookrunner and Joint Underwriter):
Andrew Godber / Stuart Gledhill (Corporate Finance) +44 20 7614 8385
Tom Nicholson (Corporate Broking)
Jefferies (Joint Bookrunner and Joint Underwriter):
Rupert Mitchell +44 20 7029 8000
Oliver Griffiths
Capital Link (Investor Relations Co-ordinators):
Annie Evangeli - London +44 203 206 1320
Nicolas Bornozis - New York +1 212 661 7566
IMPORTANT INFORMATION
This announcement is for information only and does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company in the United States or in any other jurisdiction. This announcement should not be forwarded, published or distributed directly or indirectly, in or into the United States or any of the other Excluded Territories.
This announcement has not been approved by the Financial Services Authority or by any other regulatory authority. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information provided in the Prospectus which is expected to be published by the Company later today.
Securities may not be offered or sold in the United States unless they are registered under the US Securities Act or are exempt from such registration. The Open Offer Entitlements, the New Shares and the Application Forms have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States at any time without registration or pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with state securities laws. There will be no public offer of the New Shares in the United States.
The New Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Share or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No communication or information relating to the offer of New Shares may be disseminated to the public in jurisdictions other than the United Kingdom where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of the New Shares in any jurisdiction where action for that purpose is required, other than in the united Kingdom.
HSBC is acting as Sponsor and Financial Adviser, Panmure Gordon is acting as Global Co-ordinator, and together with Jefferies, acting as Joint Bookrunner and Joint Underwriter in respect of the Capital Raising.
This announcement has been issued by and is the sole responsibility of Goldenport. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by HSBC, Panmure Gordon or Jefferies or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.
HSBC, Panmure Gordon and Jefferies are acting for the Company and no one else in relation to the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and will not be responsible to anyone other than Goldenport for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.
Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements by can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate" and other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group's expectations, intentions and beliefs concerning, amongst other things, the Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Group operates, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. As such, forward-looking statements are no guarantee of future performance.
Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Company or its subsidiaries, earnings, financial position, cash flows, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions and such other risk factors identified in the "Risk Factors" section of the Prospectus. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this announcement and are not intended to give assurance as future results.
GOLDENPORT HOLDINGS INC.
Placing and Open Offer of 18,496,010 New Shares at 127 pence per New Share
Notice of Extraordinary General Meeting
1. Introduction
The Company announced on 25 June 2010 that it is proposing to raise approximately £23.5 million (US$35) million (£22.3 million or US$33.1 million net of expenses) by way of the Capital Raising of New Shares in the Company. 18,496,010 New Shares will be issued through the Placing and Open Offer at an Issue Price of 127 pence per New Share, a discount of 2 pence to the Closing Price of 129 pence on 24 June 2010 (being the last Business Day prior to announcement of the Capital Raising).
2. Information on Goldenport
Goldenport is a Marshall Islands company that owns and operates a diversified fleet of dry bulk and container vessels that transports cargo worldwide. Goldenport has built strong relationships with a number of first class global charterers and clients in both shipping sub-sectors in which it operates and has been able to grow its fleet steadily by acquiring younger tonnage in both sub-sectors. The Company has generally been able to ensure that new vessel acquisitions are accompanied by medium and long-term charter employment opportunities.
The Company currently owns and operates a fleet of twenty-five container and dry bulk vessels, of which eighteen are currently operational and employed on time charters. The fleet consists of eleven container vessels, with cargo carrying capacities ranging from 976 to 5,551 TEU (including one new-build container vessel with delivery scheduled for 2011) and fourteen dry bulk carriers with cargo carrying capacities ranging from 48,170 to 152,065 DWT (including six new-build dry bulk vessels with deliveries scheduled for 2010 and 2011).
Goldenport was admitted to the Official List and to trading on the Main Market of the London Stock Exchange on 5 April 2006.
3. Current Trading and Future Prospects
During the period since 1 January 2010 Goldenport has performed in line with management's expectations.
In the container segment the Company has been able to take advantage of improving underlying market conditions with the re-employment, on two-year time charters, of the previously laid up container vessels 'MSC Anafi' and 'Gitte' on 30 January 2010 and 13 May 2010 respectively.
Goldenport has also been able to take advantage of improving market conditions in the dry bulk carrier segment by re-chartering a number of vessels that were coming to an end of their time charters at improved rates.
A large portion of the revenue and income stream for the next three financial years has been secured through the vessels employed on term charters. As at 24 June 2010 (being the latest date practicable prior to the publication of the Prospectus) the percentage of available days of the operational fleet already secured under fixed employment was 89 per cent., 63 per cent. and 25 per cent. for 2010, 2011 and 2012 respectively. In calculating these percentages, the Company has assumed the earliest possible charter expiration date and has not included the seven newbuilding vessels to be delivered during 2010 and 2011, notwithstanding that charters have already been entered into in relation to four of these seven newbuilding vessels.
Whilst remaining vigilant, the Board remains confident about the future growth prospects of the Company and its ability to take advantage of expected improving market conditions, in both markets in which the Company operates. In particular, assuming completion of the Capital Raising, the Board believes that the Company will be well placed to exploit accretive fleet expansion opportunities as they may arise. The Board believes that the Company's prospects will be further improved by the delivery and integration into the existing operational fleet of the newbuilding vessels currently under construction, which will add larger vessels and further reduce the average age of the fleet.
4. Background and Reasons for the Capital Raising
Despite falling profitability during 2009, the Board took a number of decisive steps during the course of the year to enable the Company to emerge from the shipping crisis in a robust state and well positioned to take advantage of industry recovery.
Since the start of 2010 there have been some signs of recovery and improving market fundamentals in both sub-sectors in which the Company operates. Accordingly, the Board considers that it is in the best interests of the Company and its Shareholders to raise equity to finance vessel acquisition opportunities at prices which are close to historically low levels.
Containers
2009 was a challenging year for the container segment with supply outstripping demand and consequently a significant number of vessels being laid up.
However, since December 2009 there have been some tangible signs of recovery, with the container market strengthening by 71 per cent. to 569 HRCI on 11 June 2010 from 333 HRCI on 20 December 2009.
Dry Bulk
Despite a very negative outlook at the start of 2009, the dry bulk market actually outperformed expectations over the course of the year. Global demand remained higher than expected, driven particularly by China and India.
Prices for assets remain close to their recent historic low levels. Despite some increase in the price of both second-hand and newbuilding vessels since the second quarter of 2009, prices remain considerably below the record levels established at the end of 2007.
5. Use of Proceeds
The Company intends to use the net proceeds of the Capital Raising to fund future fleet expansion. The Board believes that market conditions are currently favourable and that now is an appropriate time in the cycle to raise equity to fund the Company's growth.
Whilst the Company does not currently have any specific acquisition targets in mind, the Board is confident that it will be able to invest the proceeds of the Capital Raising within 12 months of Admission.
6. Principal Terms and Conditions of the Capital Raising
The Company is proposing to issue 18,496,010 New Shares pursuant to the Placing and Open Offer, in each case at the Issue Price of 127 pence per New Share representing a discount of 1.55 per cent. to the Closing Price of 129 pence per Share on 24 June 2010 (being the last Business Day prior to announcement of the Capital Raising).
The Placing and Open Offer is expected to raise £23.5 million (approximately US$35 million) before expenses.
Under the terms of the Placing and Open Offer, Qualifying Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) will be given the opportunity to apply for the New Shares at the Issue Price, pro rata to their holdings of Existing Shares on the Record Date, on the basis of:
1 New Share for every 3.9183531 Existing Shares
up to their maximum entitlement.
Subject to the conditions of the Placing and Open Offer, the Placees have committed to subscribe for all the New Shares at the relevant Issue Price subject (other than in the case of the New Shares the subject of the Irrevocable Undertakings) to clawback to satisfy valid applications by existing Qualifying Shareholders under the Open Offer.
Captain Paris Dragnis and certain of the other Directors and their respective connected persons have executed the Irrevocable Undertakings, committing to take up, in aggregate, up to 7,534,107 New Shares, being part of their entitlement under the Open Offer.
The Placing and Open Offer is fully underwritten by the Joint Underwriters (other than in respect of the New Shares committed to be taken up pursuant to the Irrevocable Undertakings), subject to, and on the terms set out in, the Placing, Open Offer and Sponsor Agreement entered into by the Company on 25 June 2010.
The Placing and Open Offer is conditional, amongst other things, on the passing of the Capital Raising Resolutions, Admission and the Placing, Open Offer and Sponsor Agreement becoming unconditional in all respects.
Admission is expected to occur and dealings in the New Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 20 July 2010. The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares.
7. Effect of the Capital Raising
Upon completion of the Capital Raising, the New Shares will represent approximately 25.5 per cent. of the Company's existing share capital and approximately 20.3 per cent. of the Company's Enlarged Issued Share Capital. Following the issue of the New Shares to be allotted pursuant to the Capital Raising. Shareholders who do not take up any of their entitlements in respect of the Open Offer or who are not eligible to do so will experience dilution of approximately 25.5 per cent. of their interests in the Company as a result of the Capital Raising.
8. Prospectus and Extraordinary General Meeting
The Prospectus containing details of the Placing and Open Offer will be posted to shareholders today.
The Placing and Open Offer is subject to a number of conditions including passing of the Capital Raising Resolutions at the Extraordinary General Meeting. Notice of the Extraordinary General Meeting and the full text of each of the Resolutions, including the Capital Raising Resolutions, is set out in the Prospectus.
9. Directors' Intentions and Recommendation
Captain Paris Dragnis, Christopher Walton, Christos Varsos and Konstantinos Kabanaros currently own, in aggregate 43,990,849 Shares, representing approximately 60.70 per cent. of the issued share capital of the Company.
Captain Paris Dragnis and connected persons have irrevocably agreed to acquire and take up in aggregate, up to 7,507,019 New Shares representing 66 per cent. of the entitlement of him and his connected persons under the Open Offer.
Each of Christopher Walton, Christos Varsos and Konstantinos Kabanaros has irrevocably agreed to acquire and take up 572 New Shares, 9,269 New Shares and 17,247 New Shares respectively representing 100.0 per cent., 51.3 per cent. and 100.0 per cent. of their respective entitlements under the Open Offer.
The Board considers the Capital Raising and the passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole. The Directors are fully supportive of the Capital Raising.
The Board unanimously recommends that the Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as each of Captain Paris Dragnis, Christopher Walton, Christos Varsos and Konstantinos Kabanaros have undertaken to do in respect of their own beneficial holdings.
PLACING AND OPEN OFFER STATISTICS
Number of Shares in issue on 24 June 2010 (being the last practicable
date prior to publication of the Prospectus) 72,473,898
Issue Price 127 pence
Number of New Shares to be issued in connection
with the Capital Raising 18,496,010
New Shares as a percentage of the Enlarged Issued
Share Capital of the Company 20.3 per cent.
Total number of New Shares to be issued by the Company 18,496,010
Total number of Shares in issue immediately following
completion of the Capital Raising 90,969,908
Estimated net proceeds receivable by the Company from the
Capital Raising after deduction of estimated expenses in the
Capital Raising £22.3 million
Estimated aggregated expenses of the Capital Raising
(exclusive of VAT) £1.2 million
ISIN for Shares MHY274991055
ISIN for Open Offer Entitlements MHY274991212
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates in the table below is indicative only and may be subject to change. All times are with reference to British Summer Time, unless otherwise stated.
| Event | Date and Time |
| Record Date for entitlements under the Open Offer | 6.00 p.m. on 23 June 2010 |
| Announcement of the proposed Capital Raising | 25 June 2010 |
| Ex-entitlement date of Existing Shares for the Open Offer | 28 June 2010 |
| Dispatch of Prospectus, Forms of Proxy, Forms of Instruction and, to certain Qualifying Non-DI Ho1ders only, the Application Form | 25 June 2010 |
| Open Offer Entitlements credited to stock accounts of certain Qualifying DI Holders | 29 June 2010 |
| Open Offer Entitlements held in CREST expected to be enabled | 8.00 a.m. on 29 June 2010 |
| Recommended last time and date for withdrawing Open Offer Entitlements from CREST | 4.30 p.m. on 6 July 2010 |
| Latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 7 July 2010 |
| Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 8 July 2010 |
| Latest time and date for receipt of completed Application Forms (in respect of Qualifying Non-DI Holders) and USE Instructions (in respect of Qualifying DI Holders) and payment in full under the Open Offer and settlement of the CREST instructions (as appropriate) | 11.00 a.m. on 12 July 2010 |
| Expected date of Announcement of the results of the Capital Raising | 13 July 2010 |
| Latest time and date for receipt of Forms of Instruction for the Extraordinary General Meeting from DI Holders | 9.00 a.m. (11.00 a.m. Athens time) on 14 July 2010 |
| Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting from holders of Shares | 9.00 a.m. (11.00 a.m. Athens time) on 15 July 2010 |
| Announcement of acceptances by Qualifying Shareholders | 16 July 2010 |
| Placees notified of total number of New Shares for which they are subscribing | 16 July 2010 |
| Extraordinary General Meeting | 9.00 a.m. (11.00 a.m. Athens time) on 19 July 2010 |
| Expected date of announcement of results of the Extraordinary General Meeting | 19 July 2010 |
| Admission and commencement of dealings in New Shares fully paid, on the London Stock Exchange and DIs in respect of New Shares credited to CREST stock accounts (Qualifying DI Holders only) | 8.00 a.m. on 20 July 2010 |
| Dispatch of definitive share certificates for the New Shares in certificated form (to Qualifying Non-DI Holders only) | 23 July 2010 |
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
"Admission" the admission of the New Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of the New Shares to trading on the Main Market of the London Stock Exchange for listed securities;
"Application Form" the personalised application forms being sent to Qualifying Non-DI Holders together with this Prospectus, on which Qualifying Non-DI Holders may apply for New Shares under the Open Offer;
"Board" or "Directors" the directors of the Company as set out in paragraph 1 ("Directors and Senior Managers") of Part V of the Prospectus;
"Business Day" any day other than a Saturday or a Sunday or public holiday on which banks in London are open for normal business;
"Capital Raising Resolutions" Resolution 1, Resolution 2, Resolution 3 and Resolution 4 set out in the Notice of Extraordinary General Meeting;
"Closing Price" the closing middle-market quotation of a Share as derived from the Daily Official List on a particular day;
"CREST" the system for paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations of which Euroclear is operator;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755) as amended;
"Daily Official List" the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange;
"Depositary" Computershare Investor Services PLC;
"Depositary Interest" or "DI" the dematerialised depositary interests in respect of the Shares issued by the Depositary;
"DI Holder" a holder of DIs;
"Enlarged Issued Share Capital" the issued number of Shares immediately following the completion of the Capital Raising;
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST;
"Excluded Territories" United States of America, Canada, Japan, Australia or Republic of South Africa or their respective territories or possessions where the extension or availability of the Capital Raising (or any transaction contemplated therewith) would breach applicable law and "Excluded Territory" means any one of them;
"Excluded Territory Shareholder" a Qualifying Shareholder who has a registered address in, or resident or located in any Excluded Territory;
"Existing Shares" the Shares or Depositary Interests in respect thereof (where the context requires), of the Company in issue as at the Record Date;
"Extraordinary General the extraordinary general meeting of the Company convened
Meeting", "EGM" or "Meeting" for 11.00am a.m. (Athens time) on 19 July 2010 to consider the Resolutions set out in the notice contained at the end of this Prospectus;
"Financial Adviser" HSBC;
"Form of Instruction" the form of instruction to be used by holders of Depositary Interests representing Shares to direct the Custodian to vote on the Shareholder's behalf at the EGM;
"Form of Proxy" the form of proxy for use at the EGM;
"FSA" the UK Financial Services Authority Limited;
"FSMA" the Financial Services and Markets Act 2000;
"Global Co-ordinator" Panmure Gordon;
"Group" the Company and its subsidiary undertakings and where the context permits, each of them;
"HSBC" HSBC Bank plc, London Branch, branch registered in England;
"Irrevocable Undertakings" the irrevocable undertakings dated 25 June 2010 from Captain Paris Dragnis and certain of the other Directors to the Company and the Advisers committing to take up in aggregate, 6,368,580 New Shares, further details of which are set out in paragraph 8.2 of part IX of the Prospectus;
"Issue Price" 127 pence per New Share;
"Jefferies" Jefferies International Limited;
"Joint Bookrunners" Jefferies and Panmure Gordon;
"Joint Underwriters" Jefferies and Panmure Gordon;
"Listing Rules" the listing rules of the UK Listing Authority made for the purposes of Part VI of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"New Shares" the new Shares to be issued pursuant to the Capital Raising and "New Share" means one of them;
| "Notice of Extraordinary General Meeting" | the notice convening the Extraordinary General Meeting set out on pages 146 to 149 of the Prospectus; |
"Official List" the Official List of the UKLA;
"Open Offer" the offer to Qualifying Shareholders, constituting an invitation to apply for the New Shares, on the terms and subject to the conditions set out in this Prospectus and, [in the case of Qualifying Non-DI Holders], the Application Form;
"Open Offer Entitlements" the entitlement of a Qualifying Shareholder to apply for 1 New Share for every 3.9183531 Existing Shares held by him on the Record Date;
"Panmure Gordon" Panmure Gordon (UK) Limited;
"Placees" the persons with whom a conditional placing of the New Shares (subject, where applicable, to the entitlements of Qualifying Shareholders under the Open Offer) has been or will be made pursuant to the Placing and Open Offer;
"Placing" the conditional placing of New Shares as described in this Prospectus and subject to claw back in respect of valid applications for New Shares by Qualifying Shareholders in the Open Offer;
"Placing and Open Offer" or the Placing and the Open Offer;
"Capital Raising"
| "Placing, Open Offer and Sponsor Agreement" | the placing, open offer and sponsor agreement entered into between (1) the Company, (2) the Joint Underwriters, (3) the Joint Bookrunners and (4) the Sponsor dated 24 June 2010 relating inter alia to the Capital Raising, the principal terms which are summarised in paragraph 8 ("Material Contracts") of Part IX ("Additional Information") of the Prospectus;
|
"Prospectus" the document dated 25 June 2010 comprising a circular and a prospectus relating to the Company for the purpose of the Capital Raising (together with any supplements or amendments thereto);
"Qualifying DI Holder" holders of Depositary Interests representing Existing Shares on the Record Date;
"Qualifying Non-DI Holder" holders of Existing Shares as set out on the register of members of the Company on the Record Date (other than the Depositary);
"Qualifying Shareholder(s)" Qualifying DI Holder and Qualifying Non-DI Holder; "Receiving Agent" or "Registrar" Computershare Investor Services PLC;
"Record Date" 6.00 p.m. on 23 June 2010;
"Resolutions" the ordinary resolutions and special resolutions to be proposed at the EGM;
"Securities Act" the United States Securities Act of 1933, as amended;
"Shares" shares of common stock of US$0.01 each in the capital of the Company;
"Shareholder(s)" the holder(s) of Shares or holders of Depositary Interests representing Shares;
"Sponsor" HSBC;
"UK" or "United Kingdom" England & Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man);
"UKLA" of "UK Listing Authority" the FSA acting in its capacity as the competent authority for the purposes of FSMA;
"US" or "United States" The United States, its territories and possessions and any state of the United States and the District of Columbia; and
"US$" or "USD" United States dollars, the lawful currency of the United States.
GLOSSARY
The following definitions apply throughout this announcement, unless the context otherwise requires:
"Available days" the number of the Company's ownership days less the aggregate number of days that the Company's vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that the Company spends positioning the Company's vessels. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues;
"Bulk carriers" vessels which are specially designed and built to carry large volumes of cargo in bulk cargo form;
"Charter" the hire of a vessel for a specified period of time or to carry a cargo for a fixed fee from a loading port to a discharging port. The contract for a charter is called a charterparty;
"Charter hire rate" a sum of money paid to the vessel owner by a charterer under a time charterparty for the use of a vessel, usually on a per day basis;
"Charterer" the individual or company hiring a vessel;
"Container vessel" a vessel designed to carry standardised containers. Container vessels are mainly cellular which means they are equipped with metal guide rails for rapid loading and unloading and more secure carriage, and they may be geared, which means they are equipped with cranes for loading and unloading containers;
"Containers" modular container boxes, measuring 20 or 40 feet in length, 8 feet in width and 8.5 feet in height that are used to transport various cargo;
"Deadweight ton or DWT" a unit of a vessel's capacity for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilogrammes. A vessel's DWT or total deadweight is the total weight the vessel can carry when loaded up to her summer draft;
"Draft" the vertical distance between the waterline and the bottom of the vessel's keel;
"Dry bulk" non-liquid cargoes of commodities shipped in an unpackaged state
"Feeder" a container vessel with a capacity generally of less than 4,250 TEU
"Handysize" a dry bulk carrier vessel of approximately 10,000 to 39,999 DWT
"Long-term time charter" a time charter with a duration of more than three years;
"Metric ton" a metric ton of 1,000 kilogrammes;
"Newbuilding" or "New-build" a new vessel under construction;
"Nominal capacity" the nominal size of vessels is given in TEU and refers to the number of containers that can generally be carried;
"Supramax" or "Super handymax" a dry bulk carrier vessel of approximately 50,000 to 59,000 DWT;
"TEU" a 20-foot equivalent unit, which is the standard measure of a container vessel's cargo-carrying capacity. It means the space that is occupied by a container of standard external dimensions;
"Time charter" a contract for hire of a ship under which the ship owner is paid a charter hire rate on a per day basis for a certain period of time, the ship-owner being responsible for providing the crew and paying operating costs while the charterer is responsible for paying the voyage costs, including bunkers. Any delays at port or during the voyages are the responsibility of the charterer, save for certain specific exceptions such as loss of time arising from vessel breakdown and routine maintenance or by the available days; and
"Ton" a metric ton of 1,000 kilogrammes.