Offer Update
24 July 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
OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 27 June 2008, Newport holdings Limited ("Newport") made a recommended cash offer (the "Offer") for the entire issued and to be issued share capital of Global Oceanic Carriers Limited ("Global Oceanic").
Newport is pleased to announce that the Offer has now been declared wholly unconditional. The Offer will remain open for acceptance until further notice.
Acceptances and share purchase
As at 1.00 p.m. (London time) on 23 July 2008, valid acceptances of the Offer had been received in respect of a total of 7,540,457 Global Oceanic Shares, representing approximately 18.83 per cent. of the Global Oceanic's existing issued ordinary share capital.
On 27 June 2008, Newport announced that it had received irrevocable undertakings to accept the Offer in respect of 31,878,292 Global Oceanic Shares, representing approximately 79.6 per cent. of Global Oceanic's existing issued ordinary share capital.
Included in this total is an irrevocable from Kaylee Maritime Limited ("Kaylee Maritime") in respect of its entire holding of 31,758,292 Global Oceanic Shares, representing approximately 79.3 per cent. of Global Oceanic's existing issued ordinary share capital.
On 22 July 2008 Newport acquired Kaylee Maritime's entire holding of 31,758,292 Global Oceanic Shares.
Included in total acceptances is the acceptance from Antonios Nikolaou in respect of 120,000 Global Oceanic Shares, representing 0.3 per cent. which were subject to an irrevocable commitment.
Newport has also received acceptances of the Offer in respect of a further 127,448 Global Oceanic Shares, representing approximately 0.3 per cent. of Global Oceanic's existing issued ordinary share capital, which require further action to be taken before they can be counted as valid acceptances.
Accordingly, Newport is the owner or has received valid acceptances in respect of 39,298,749 Global Oceanic Shares representing 98.1 per cent. of Global Oceanic's existing ordinary share capital.
Save as disclosed above, no Global Oceanic Shares have been acquired or agreed to be acquired by or on behalf of Newport or any person acting in concert with Newport during the Offer Period and neither Newport nor any person acting in concert with Newport has the benefit of any irrevocable commitment or letter of intent in respect of any Global Oceanic Shares or has any interest in any Global Oceanic Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any right to require another person to purchase or take delivery in respect of any Newport Shares, any right to subscribe for any Newport Shares or any stock borrowing or lending arrangement in respect of any Newport Shares.
De-listing from AIM
As notified in the Offer announcement on the 27 June 2008, 20 business days notice was given to AIM to cancel trading of Global Oceanic Shares on AIM which is expected to occur on 28 July 2008. In view of this, any Global Oceanic Shareholders who have not yet accepted the Offer and who hold Global Oceanic Shares in certificated form are strongly urged to complete, sign and return the Form of Acceptance by hand (during normal business hours) or by post as soon as possible, to the receiving agents to the Offer, Computershare, Corporate Actions Projects, Bristol BS99 6AH. Additional Forms of Acceptance are available from Computershare, by telephoning 0870 707 1516 or, if calling from outside the UK, on +44 870 707 1516.
If you hold your Global Oceanic Shares in uncertificated form (that is, in CREST) you are urged to accept the Offer by TTE instructions as soon as possible.
Shareholders who do not accept the Offer may be left with minority holdings in an unquoted private company from which it would be difficult to exit or realise value.
Settlement of the Consideration
Settlement of the consideration to accepting Global Oceanic Shareholders or their designated agents will be effected as set out below:
* a. In the case of acceptances received complete in all respects by today, within 14 calendar days; or
* b. In the case of acceptances received complete in all respects after today, within 14 calendar days of such receipt.
Closing date of the Offer
The Offer will remain open for acceptance until further notice.
About the Company
Global Oceanic Carriers Limited is a global provider of marine transportation services for dry bulk cargoes through the ownership, management and chartering of dry bulk carriers. The company is incorporated in Jersey and has its principal executive offices in Athens, Greece.
The company's current fleet includes seven dry bulk carriers, comprised of one Capesize, two Panamax, three Handymax and one Handysize vessel with an aggregate carrying capacity of 456,273 dwt.
GO Carriers is listed on the AIM market and its stock code is GOC
Global Oceanic Carriers Limited
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