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Recommended Cash Offer by Newport Holdings Limited
27 June 2008
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THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, JAPAN, CANADA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

27 JUNE 2008
RECOMMENDED CASH OFFER
BY
NEWPORT HOLDINGS LIMITED
TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
GLOBAL OCEANIC CARRIERS LIMITED

Summary

  • The Board of Newport Holdings Limited (“Newport”) and the Independent Directors of Global Oceanic Carriers Limited (“Global Oceanic”) are pleased to announce today that they have agreed the terms of a recommended cash offer to be made by Newport, to acquire the entire issued and to be issued ordinary share capital of Global Oceanic.
  • Under the terms of the Offer, Global Oceanic Shareholders will receive, for each Global Oceanic Share held, 170.5 pence in cash.
  • The Offer values the entire existing issued ordinary share capital of Global Oceanic at approximately £68.3 million.
  • The Offer price represents a premium of approximately 29 per cent. to the Closing Price of 132 pence per Global Oceanic Share on 26 June 2008, being the last Business Day prior to the commencement of the Offer Period; a premium of approximately 27 per cent. to the average Closing Price of 134 pence per Global Oceanic Share for the month ended 26 June 2008; and a premium of approximately 33 per cent. to the average Closing Price of 128 pence per share for the six months ended 26 June 2008.
  • All matters relating to the Offer have been considered by the Independent Global Oceanic Directors, comprising Douglas Kearney, Tom Saul and Peter St. George. Michael Tartsinis (Chairman and Chief Executive Officer of Global Oceanic) and Antonios Nikolaou (Executive Director of Global Oceanic) cannot be treated as independent directors of Global Oceanic by reason of the fact that they are shareholders in Newport. Christina Anagnostara (Chief Financial Officer of Global Oceanic) works on a daily basis with Michael Tartsinis and Antonios Nikolaou and therefore was determined by the Board of Global Oceanic not to be independent for the purposes of considering the Offer. The Independent Global Oceanic Directors are not connected with Newport and have taken responsibility for considering the Offer on behalf of Global Oceanic Shareholders.
  • The Independent Global Oceanic Directors, who have been so advised by Jefferies, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Global Oceanic Directors, Jefferies has taken into account the commercial assessments of the Independent Global Oceanic Directors. Accordingly, the Independent Global Oceanic Directors unanimously recommend that Global Oceanic Minority Shareholders accept the Offer. The Independent Global Oceanic Directors are unable to make any recommendation to either Kaylee Maritime or to any person who acquires Global Oceanic Shares from Kaylee Maritime.
  • Notice has been given today to AIM to cancel trading of Global Oceanic Shares on AIM. This cancellation is expected to occur on 28 July 2008.
  • Noble is acting as financial adviser to Newport. Jefferies is acting as financial adviser to Global Oceanic.

Commenting on the Offer Michael Tartsinis, President of Newport Holdings Limited said:

“We are pleased today to announce the Offer for Global Oceanic. The Offer Price of 170.5 pence per Global Oceanic Share represents an attractive premium to the current Global Oceanic share price. The merits of the Offer are, in Newport’s view, clear and compelling to the shareholders in Global Oceanic. For some time the Executive Directors of Global Oceanic have been concerned that the share price undervalues the Company. Newport considers that the Offer Price represents an attractive opportunity for Global Oceanic Shareholders to receive a cash offer price approximately 42.5 pence (33 per cent.) in excess of Global Oceanic’s average closing share price over the last six months”.

Commenting on the Offer Douglas Kearney, Non-Executive Director of Global Oceanic Carriers Limited said:

“Global Oceanic has historically traded at a discount to similar listed shipping companies and its adjusted net asset value. Global Oceanic’s fleet is approaching an average age of approximately 18 years and therefore it is reasonable to expect that Global Oceanic would attract lower charter rates compared to newer, modern vessels. This may place further pressure on Global Oceanic’s absolute share price and its relative price compared to similar listed shipping companies. The Offer represents a premium of 29 per cent. to the Closing Price of 132 pence per Global Oceanic Share on 26 June 2008, being the last Business Day prior to the commencement of the Offer Period;”

The Offer Document and Form of Acceptance have been posted to Global Oceanic Shareholders today. The Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction. Copies of the Offer Document and the Form of Acceptance will be available at the offices of Charles Russell LLP, 8-10 New Fetter Lane, London EC4A 1RS.

 

For further information please contact:
Newport Holdings Limited
Michael Tartsinis
Antonios Nikolaou
Tel. +30 (210) 8986362

Noble & Company Limited (financial adviser to Newport)
Matthew Hall
+44 (0)20 7763 2200

Global Oceanic Carriers Limited
Douglas Kearney, Non-Executive Director
Tom Saul, Non-Executive Director
Peter St. George, Non-Executive Director
+44 (0)1534 837 600

Jefferies International Limited
Nick Davies
Schuyler Evans
Tel. + 44 207 029 8000

Investor Relations / Media:

Paul Lampoutis
Capital Link (London) - Tel. +44 207 614 2900 
Capital Link (New York) - Tel. +1 212 661 7566
E-mail: gocarriers@capitallink.com
www.capitallink.com

 

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