ATHENS, GREECE--(Marketwire - October 22, 2010) - Globus Maritime Limited ("Globus Maritime" or the "Company") (
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 a 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 a 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.
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.
Contact Information:
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