TIDMGLBS
RNS Number : 8166U
Globus Maritime Ltd
22 October 2010
INTENDED CANCELLATION OF LISTING ON AIM AND POTENTIAL U.S.
LISTING
Athens, Greece, October 22, 2010 - Globus Maritime Limited
("Globus Maritime" or the "Company") (AIM: GLBS), a dry bulk vessel
owner/operator, announces today that it intends to apply for the
cancellation of the listing of its shares on the Alternative
Investment Market ("AIM") on or around November 25, 2010. The
Company will proceed with such cancellation only in circumstances
where the Company's shares have been, or will shortly be, listed on
an appropriate U.S. stock exchange following the Company's
redomiciliation into the Marshall Islands.
As stated in previous shareholder communications, in recent
months the board of directors of the Company has noted that the
Company's shares have been consistently trading at a significant
discount to their net asset value, which is a hindrance to the
Company's plans for growth. With a view to maximizing shareholder
value, the board of directors of the Company believes that it may
be in the interests of the Company and its shareholders as a whole
for the Company to seek a listing on a stock exchange in the United
States. The Company previously announced that were it to achieve
such a listing, it would seek to cancel the listing of its shares
from AIM so as to avoid the unnecessary expense of maintaining a
dual listing. Although no final decision has been made regarding a
U.S. listing, the Company is sufficiently progressed in its
preparations for such a listing to announce the earliest intended
date for such cancellation.
Beneficial owners of the Company's shares (e.g., investors who
own shares through accounts held at brokers or banks) will be able
to trade such shares on a U.S. stock exchange following a U.S.
listing, provided that they comply with U.S. securities laws and
other applicable regulations. One means by which a beneficial owner
of shares can ensure it is able to sell such shares on a U.S. stock
exchange is by ensuring that such shares are included in a resale
registration statement on Form F-1 (the "Registration Statement")
that will be publicly filed by the Company with the U.S. Securities
and Exchange Commission (the "SEC"). The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the SEC. Such website will contain the
Registration Statement, which will be declared effective by the SEC
prior to the Company's cancellation of its listing on AIM.
The Company is therefore urging all beneficial owners of its
shares who are interested in including such shares in the
Registration Statement to complete a shareholder questionnaire.
This shareholder questionnaire was distributed today to all
shareholders on record. Beneficial owners of shares are requested
to contact their bank or broker in order to obtain this
questionnaire. Alternatively they can contact Mr. Elias Deftereos
(deftereos@globusmaritime.gr or +30 210 960 8300) to receive a
shareholder questionnaire or for assistance with such
questionnaire.
The shareholder questionnaire must be completed, executed by the
beneficial owner, and returned to the person indicated on its cover
page by no later than November 9, 2010 in order for the shares to
be included in the Registration Statement. Each beneficial owner of
shares that completes a shareholder questionnaire will be described
as a "selling shareholder" in the Registration Statement and will
be permitted to sell its shares in one of the ways described in the
"Plan of Distribution" section of the Registration Statement.
Neither the completion of a shareholder questionnaire nor the
inclusion of shares in the Registration Statement will oblige a
beneficial owner of shares of the Company to sell such shares.
Another means by which beneficial owners of shares of the Company
may be able to sell their shares, regardless of their inclusion in
the Registration Statement, is pursuant to Rule 144 under the U.S.
Securities Act of 1933, as amended.
The Registration Statement will permit the resale in the United
States of the shares beneficially held by the persons or entities
that are included in the Registration Statement, for so long as,
among other things, the Registration Statement remains effective.
The expenses of drafting and filing the Registration Statement will
be borne by the Company. Beneficial owners of shares who do not
complete the shareholder questionnaire may need to provide
additional information to their brokers and the Company's transfer
agent in order to sell shares of the Company following the U.S.
listing, at their own expense.
To effectuate the delisting of shares from AIM and the listing
on a U.S. stock exchange, the Company will instruct its current
registrar to transfer the Company's share register to its U.S.
counterpart, who will create the necessary accounts. Each record
holder will receive a statement after completion of these
transfers. Current share certificates will no longer represent
shares in the Company following the Company's redomiciliation into
the Marshall Islands. Shares of the Company after such time will be
recorded exclusively on the books of the transfer agent or
registrar for such shares. As a result of the delisting, all public
trading activities in the Company's shares will occur under a new
ISIN number, which will be issued upon the Company's
redomiciliation into the Marshall Islands. The Company will notify
shareholders of such number in due course.
Beneficial owners are urged to consult a lawyer qualified to
advise on U.S. securities law concerning the advisability of
including their shares in the Registration Statement and/or the
availability of other means under applicable laws to offer and sell
their shares following a listing of the Company's shares on a stock
exchange in the United States and a delisting of such shares from
AIM.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Globus Maritime's current
expectations or forecasts of future events. Forward-looking
statements include statements about Globus Maritime's expectations,
beliefs, plans, objectives, intentions, assumptions and other
statements that are not historical facts or that are not present
facts or conditions. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will" or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. These forward-looking statements are based on
assumptions that may be incorrect, and Globus Maritime cannot
assure you that these projections included in these forward-looking
statements will come to pass. Actual results could differ
materially from those expressed or implied by the forward-looking
statements as a result of various factors.
The risks and uncertainties include, but are not limited to:
-- Globus Martime's ability to list its securities on a U.S.
stock exchange;
-- future operating or financial results;
-- expectations regarding the strength of the future
stabilization and growth of the shipping industry, including the
rate of annual demand growth in the international dry bulk
industry;
-- future payments of dividends and the availability of cash for
payment of dividends;
-- Globus Maritime's expectations relating to dividend payments
and forecasts of its ability to make such payments;
-- future acquisitions, business strategy and expected capital
spending;
-- operating expenses, availability of crew, number of off-hire
days, drydocking and survey requirements and insurance costs;
-- general market conditions and shipping industry trends,
including charter rates and factors affecting supply and
demand;
-- Globus Maritime's ability to repay its debt arrangements and
grow using the available funds under its credit facility;
-- assumptions regarding interest rates and inflation;
-- change in the rate of growth of global and various regional
economies;
-- risks incidental to vessel operation, including discharge of
pollutants and vessel collisions;
-- Globus Maritime's financial condition and liquidity,
including its ability to obtain additional financing in the future
to fund capital expenditures, acquisitions and other general
corporate activities;
-- estimated future capital expenditures needed to preserve its
capital base;
-- Globus Maritime's expectations about the availability of
vessels to purchase, the time that it may take to construct new
vessels, or the useful lives of its vessels;
-- Globus Maritime's continued ability to enter into
charters;
-- Globus Maritime's ability to capitalize on its management
team's and board of directors' relationships and reputations in the
shipping industry to its advantage;
-- changes in governmental and classification societies' rules
and regulations or actions taken by regulatory authorities;
-- expectations about the availability of insurance on
commercially reasonable terms;
-- unanticipated changes in laws and regulations; and
-- potential liability from future litigation.
Forward-looking statements are subject to known and unknown
risks and uncertainties and are based on potentially inaccurate
assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements.
Globus Maritime's actual results could differ materially from those
anticipated in forward-looking statements for many reasons
specifically as described in Globus Maritime's filings with
regulatory authorities. Accordingly, you should not unduly rely on
these forward-looking statements, which speak only as of the date
of this communication. Globus Maritime undertakes no obligation to
publicly revise any forward-looking statement to reflect
circumstances or events after the date of this communication or to
reflect the occurrence of unanticipated events. You should,
however, review the factors and risks Globus Maritime describes in
the reports it will file from time to time with regulatory
authorities after the date of this communication.
- ENDS -
For further information please contact:
Globus Maritime Limited +30 210 960 8300
Elias Deftereos, CFO deftereos@globusmaritime.gr
Jefferies International Limited +44 (0) 20 7029 8000
Oliver Griffiths
Capital Link - London +44 (0) 20 3206 1322 /
globus@capitallink.com
Annie Evangeli
Capital Link - New York +1 212 661 7566 /
globus@capitallink.com
Ramnique Grewal
- ENDS -
Further Information - Notes to Editors
About Globus Maritime Limited
Globus is a global provider of seaborne transportation services
for dry bulk cargoes, including among others iron ire, coal, grain,
cement and fertilizers, along worldwide shipping routes. Globus'
subsidiaries own and operate three Supramax, one Panamax, and one
Kamsarmax vessels, with a weighted average age of 3.7 years as at
September 30, 2010, and a total carrying capacity of 319,913
DWT.
Globus is listed on the AIM market of the London Stock Exchange
under ticker GLBS. Jefferies International Limited is acting as
nominated adviser and broker to the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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