TIDMGPRT
RNS Number : 9733V
Goldenport Holdings Inc
22 April 2016
Goldenport Holdings Inc.
Athens, 22 April 2016
Update on Discussions with Lenders and Delisting of Ordinary
Shares
Goldenport Holdings Inc. ("Goldenport" or "the Company"), (LSE:
GPRT) the international shipping company that owns and operates a
fleet of dry bulk and container vessels, announces today an update
on discussions with its lenders and the delisting of its Ordinary
Shares from the London Stock Exchange.
Update on Discussions with Lenders and Sale of Vessels
On 22 January 2016, the Company suspended the servicing of its
debt and has been in ongoing negotiations with its lenders to
restructure its loan facilities. As set out in the Circular to
Shareholders and Notice of EGM dated 11 March 2016, the amount of
debt outstanding under each loan facility is significantly higher
than the independent broker valuation of the respective vessels. On
31 March 2016, the Company obtained shareholder approval to proceed
with the sale of certain vessels for a token consideration to
entities controlled by the Dragnis family, subject to the novation
of the related loan facilities, and to proceed with the disposal of
all or substantially all of the assets of the Company otherwise
than in the usual or regular course of the business conducted by
the Company.
Despite the Company's best efforts to restructure its loan
facilities, in the absence of availability of new capital to resume
regular interest payments, the lenders have expressed their
preference for selling six out of the eight vessels for a token
consideration to entities controlled by the Dragnis family, subject
to the novation of the related loan facilities, and selling the
remaining two vessels in full and final settlement of the related
loan facilities.
In light of the above, the Directors have unanimously approved
the following vessel sales:
-- the sale of the Eleni D to Nemea Marine S.A. for US$1,
subject to the novation of the related Commerzbank Loan
Facility;
-- the sale of Milos and Pisti to Verona Navigation S.A. for
US$1, subject to the novation of the related RBS Loan
Facilities;
-- the sale of D Skalkeas, Erato and Paris Jr to Meteora
Shiptrading S.A. for US$1, subject to the novation of the related
UniCredit Loan Facility; and
-- the sale of Sifnos and Sofia for the best consideration that
can be obtained, in full and final settlement of the related RBS
Loan Facilities.
Nemea Marine S.A., Verona Navigation S.A. and Meteora
Shiptrading S.A. are each companies controlled by the Dragnis
family.
Cancellation of Admission to the Official List of the UKLA and
to Trading on the Main Market of the London Stock Exchange
Further to the aforementioned decision to sell all the vessels
of the Company, the Directors have unanimously approved a request
to the Financial Conduct Authority ("FCA") for the cancellation of
the admission of the Company's Ordinary Shares to the Official List
of the UKLA and to trading on the Main Market of the London Stock
Exchange (the "Main Market"), pursuant to Listing Rule 5.2.8 (the
"Delisting").
Reasons for the Delisting
As the Company has previously reported, the dry bulk and
containership shipping markets have become increasingly challenging
with increasing idle capacity, weakening vessel charter rates and
receding asset values.
The prevailing market conditions are probably the worst of the
last 30 years with the Baltic Dry Index dropping to historic lows,
and average daily hire rates falling below even a vessel's daily
operating expenses. As a consequence, the Company's cash reserves
have been drained, in order to cover operating expenses and finance
costs. In light of the foregoing, the reduction of costs, whilst
maintaining an appropriate level of service, has been one of the
Company's main objectives.
The adverse market conditions have made Company losses
unavoidable over the past few years. During the same period, there
has been a significant fall in the Company's Ordinary Share price,
resulting in a shrinking market capitalization.
The primary objectives and perceived benefits of being quoted on
a public market are to gain access to capital and create a liquid
market in the Company's Ordinary Shares. If these objectives cannot
be achieved efficiently and cost effectively, the Board has a duty
to reconsider the merits of a listing. The Board has reached the
view that the Company does not enjoy any of these benefits. In
particular, the Company has not managed to raise capital and
increase its free float since the Placing and Open Offer in July
2010 and, furthermore, has always suffered from low levels of
liquidity in the trading of its Ordinary Shares.
In the current financial climate as described above, and taking
into account the Company's low market capitalization and the costs
of maintaining the listing, while having no operating assets after
the proposed disposals mentioned above, it has become evident that
it would be economically sensible to proceed with the
Delisting.
There are costs associated with maintaining the Company's
listing on the London Stock Exchange, including the annual fees
payable to the London Stock Exchange and other related professional
costs. The Delisting will significantly reduce administrative
expenses and management time required in connection with being a
publicly listed company and enable management to focus on the
proposed disposals mentioned above.
In accordance with Listing Rule 5.2.8, the Company is required
to give at least 20 business days' notice of the intended
cancellation. Accordingly, the preferred date of cancellation is 24
May 2016 and the Company has made a request to the FCA to this
effect. It is expected that trading on the Main Market in the
Ordinary Shares will cease at the close of business on 23 May 2016
with the Delisting becoming effective from 0800 UK time on 24 May
2016 (the "Cancellation Date").
Effects of Delisting on Shareholders and Corporate
Governance
The principal effect of the Delisting is that Shareholders will
no longer be able to buy and sell Ordinary Shares on the Main
Market or any other public stock market and the Company will no
longer be required to comply with the continuing obligations set
out in the Listing Rules and the Disclosure and Transparency Rules.
In particular, the Company will not be bound to announce to the
market material events, administrative changes or material
transactions, or to announce interim or final results.
The Company intends to continue to prepare annual consolidated
financial statements, which will be audited in accordance with IFRS
and sent to Shareholders.
Furthermore, the Company will no longer be required to comply
with corporate governance requirements applicable to publicly
listed companies, and the Company will no longer be subject to the
provisions of the Disclosure and Transparency Rules relating to the
disclosure of changes in significant shareholdings in the
Company.
The Company will continue to comply with applicable laws and
regulations, including the Marshall Islands Business Corporations
Act and the provisions of the Company's Articles of
Association.
It is the Company's intention to retain the existing Board
structure that comprises three Directors; the Non-Executive
Chairman of the Board and two Executive Directors.
Trading of Ordinary Shares before and after Delisting
During the time period following the announcement of the
Company's intention to cancel its Main Market listing, the
Shareholders are entitled to sell Ordinary Shares in the market
before the Delisting takes place. However, there may not be
sufficient liquidity in the market to facilitate this in all
cases.
The Ordinary Shares will remain freely transferable after
Delisting, although there will be no listing or quoting of the
Ordinary Shares on any regulated market. Accordingly, the Ordinary
Shares may not be readily capable of sale, and the price at which
any such sale occurs may not reflect the value of an interest in
the Company.
Information for Depositary Interest Holders
Depositary Interest Holders should contact their nominee,
stockbroker, bank or other agent to obtain further information on
how the cancellation of the listing of the Shares on the Official
List and removal of such shares from trading on the Main Market of
the London Stock Exchange will impact such holders.
Taxation
All Shareholders are advised to consult their professional
advisers about their own tax position, as the Delisting may have
taxation consequences for Shareholders.
- ENDS -
For further information, please contact:
Goldenport Holdings Inc.
John Dragnis, Chief Executive Officer +30 210 8910 500
Alexis Stephanou, Chief Financial Officer +30 210 8910 542
finance@goldenport.biz
Tavistock Communications
Jos Simson / Emily Fenton +44 (0) 20 7920 3150
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDMGZDDMLGVZM
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April 22, 2016 02:00 ET (06:00 GMT)
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