Contact Information: For more information, please contact: Company Contact: Ferdinand V. Lepere Executive Vice President and Chief Financial Officer TBS International Limited Tel. 914-961-1000 InvestorRequest@tbsship.com Investor Relations / Media: Nicolas Bornozis Capital Link, Inc. New York Tel. 212-661-7566 tbs@capitallink.com
TBS International Limited Shareholders Approve Change in Place of Incorporation
| Source: TBS International Limited
HAMILTON, BERMUDA--(Marketwire - December 4, 2009) - TBS International Limited (NASDAQ : TBSI )
("TBS") announced that its shareholders approved a proposal to change the
place of incorporation of the company to Ireland from Bermuda.
The transaction remains subject to the approval of the Supreme Court of
Bermuda, which the company expects to obtain on or about December 10, 2009.
The company expects to complete the transaction in January 2010.
Following the transaction, TBS International plc, an Irish company
("TBS-Ireland"), will become TBS's parent company. Current shareholders of
TBS will become shareholders of TBS-Ireland. TBS-Ireland will be
registered with the U.S. Securities and Exchange Commission ("SEC") and be
subject to the same SEC reporting requirements as TBS is today.
TBS-Ireland's shares will trade on the Nasdaq Global Select Market under
the ticker symbol "TBSI", the same symbol under which TBS shares are
currently traded.
In addition, TBS's shareholders approved proposals to establish
distributable reserves of TBS International plc, the proposed new Irish
holding company, which the company expects will be approved by the Irish
High Court after completion of the transaction. TBS's shareholders also
approved the amended and restated TBS International 2005 Equity Incentive
Plan.
Forward-Looking Statements "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on management's current
expectations and observations.
Included among the factors that, in the company's view, could cause actual
results to differ materially from the forward-looking statements contained
in this press release are the following:
-- TBS may not pursue the transaction;
-- TBS will not be able to complete the transaction in the time period
anticipated, or at all, which is dependent on actions by certain third
party government agencies;
-- the transaction might not achieve the anticipated benefits for TBS;
-- changes in demand for the company's services, which are increasingly
difficult to predict due to the current economic downturn and the
widespread reduction of business activity generally;
-- a decline in rates in the shipping market will continue for a prolonged
period;
-- the effect of a decline in vessel valuations;
-- the company's ability to maintain financial ratios and satisfy financial
covenants in its credit facilities;
-- changes in rules and regulations applicable to the shipping industry,
including, without limitation, legislation adopted by international
organizations such as the International Maritime Organization and the
European Union or by individual countries;
-- actions taken by regulatory authorities;
-- changes in trading patterns significantly impacting overall vessel
tonnage requirements;
-- changes in the typical seasonal variations in charter rates;
-- increases in costs, including changes in production of or demand for oil
and petroleum products, crew wages, insurance, provisions, repairs and
maintenance, generally or in particular regions;
-- the risk that financial counterparties will default;
-- changes in general domestic and international political conditions;
-- changes in the condition of the company's vessels or applicable
maintenance or regulatory standards which may affect, among other things,
its anticipated drydocking or maintenance and repair costs;
-- increases in the cost of the company's drydocking program or delays in
its anticipated drydocking schedule;
-- China Communications Construction Company Ltd./Nantong Yahua
Shipbuilding Group Co., Ltd.'s ability to complete and deliver the vessels
on the anticipated schedule and the ability of the parties to satisfy the
conditions in the shipbuilding agreements; and
-- other factors listed from time to time in the company's filings with the
Securities and Exchange Commission, including, without limitation, its
Annual Report on Form 10-K for the period ended December 31, 2008 and its
subsequent reports on Form 10-Q and Form 8-K.
About TBS International Limited:
TBS is a fully-integrated transportation service company that offers
customers the TBS Five Star Service consisting of: ocean transportation,
operations, logistics, port services, and strategic planning. We offer
liner, parcel and bulk services, supported by a fleet of multipurpose
tweendeckers and handysize and handymax bulk carriers, including
specialized heavy-lift vessels and newbuild tonnage. TBS has developed its
business around key trade routes between Latin America and China, Japan and
South Korea, as well as select ports in North America, Africa, the
Caribbean and the Middle East.
Visit our website at www.tbsship.com