UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Globus Maritime Limited
(Exact name of registrant as specified in its
charter)
| Republic
of the Marshall Islands |
66-0757368 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number) |
128 Vouliagmenis Avenue, 3rd Floor,
166 74 Glyfada, Attica, Greece |
166 74 |
| (Address
of principal executive offices) |
(Zip
Code) |
Securities to be registered pursuant to Section 12(b) of
the Act:
Title
of each class
to be so registered |
|
Name
of each exchange on which
each class is to be registered |
| Preferred
Stock Purchase Rights |
|
The NASDAQ
Stock Market LLC |
If this form relates
to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c) or (e), check the following box. x
If this form relates to the registration of a
class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d) or
(e), check the following box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of
the Act:
| Item 1. | Description
of Registrant’s Securities to be Registered |
On
August 3, 2023, the Board of Directors of Globus Maritime Limited, a Marshall Islands corporation (“we”,
“us”, “our”, or the “Company”) declared a dividend of one preferred share purchase
right (a “Right”) for each of our outstanding common shares and adopted a shareholder rights plan, as set forth in
the Shareholders Rights Agreement dated as of August 3, 2023 (the “Rights Agreement”), by and between us and
Computershare Trust Company, N.A., as rights agent. The dividend is payable on August 21, 2023 to the shareholders of record on
August 21, 2023.
The Board of Directors of the Company (the “Board”)
has adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon, subject to limited exceptions, any person or group which acquires 15% or more of the outstanding
common stock of the Company without the approval of the Board. If a shareholder’s beneficial ownership of our common shares as
of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold,
that shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any
time after such announcement, the shareholder increases its ownership percentage. The Rights Agreement should not interfere with any
merger or other business combination approved by the Board.
The
summary description of Rights Agreement and the related Rights in this section is not complete and is qualified in all respects by the
terms of the Certificate of Designation of Rights, Preferences and Privileges of Series C Participating Preferred Shares,
a copy of which is attached as Exhibit 3.1 and incorporated herein by reference, and the Shareholders Rights Agreement, a copy of
which is attached as Exhibit 4.1 and incorporated herein by reference.
The
Rights. The Rights will initially trade with, and will be inseparable from, the common shares. The Rights are evidenced only
by certificates that represent the common shares. New Rights will accompany any new common shares the Company issues after August 21,
2023 until the Distribution Date described below.
Exercise
Price. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series C Participating
Preferred Shares (a “Preferred Share”) for $5.00 (the “Exercise Price”), once the Rights become
exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting and liquidation rights
as would one common shares. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.
Exercisability.
The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring
Person” by obtaining beneficial ownership of 15% or more of the outstanding common shares.
Certain
synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership
of the underlying common shares or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended—are
treated as beneficial ownership of the number of shares of the Company’s common shares equivalent to the economic exposure created
by the derivative position, to the extent actual shares of the Company’s common shares are directly or indirectly held by counterparties
to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement
are excepted from such imputed beneficial ownership.
For
persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of the outstanding common
shares, the Rights Agreement “grandfathers” their current level of ownership, so long as they do not purchase additional
shares in excess of certain limitations. In addition, Georgios Feidakis, Athanasios Feidakis, Konstantina Feidakis, Angelina
Feidakis, Firment Shipping Inc. and Goldenmare Limited, or any of their respective affiliates are excluded from the
definition of “Acquiring Person” and therefore may obtain beneficial ownership of 15% or more of the outstanding common
shares without causing the Rights to be exercisable.
The
date when the Rights become exercisable is the “Distribution Date.” Until that date, the common shares certificates
(or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer
of common shares will constitute a transfer of Rights. After that date, the Rights will separate from the common shares and be evidenced
by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of common shares. Any Rights held
by an Acquiring Person are null and void and may not be exercised.
Preferred Share Provisions
Each one one-thousandth of a Preferred Share, if issued, will, among
other things:
| | • | not
be redeemable; |
| | • | entitle
holders to quarterly dividend payments in an amount per share equal to the aggregate per
share amount of all cash dividends, and the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions other than a dividend payable in common
shares or a subdivision of the outstanding common shares (by reclassification or otherwise),
declared on common shares since the immediately preceding quarterly dividend payment date;
and |
| | • | entitle
holders to one vote on all matters submitted to a vote of the shareholders of the Company. |
The
value of one one-thousandth interest in a Preferred Share should approximate the value of one common shares.
Consequences
of a Person or Group Becoming an Acquiring Person.
Flip
In. If an Acquiring Person obtains beneficial ownership of 15% or more of the common shares, then each Right will entitle
the holder thereof to purchase, for the Exercise Price, a number of common shares (or, in certain circumstances, cash, property or other
securities of the Company) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following
the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below.
Following the occurrence of an event set forth in preceding
paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring
Person or certain of its transferees will be null and void.
Flip
Over. If, after an Acquiring Person obtains 15% or more of the common shares, (i) the Company merges into another entity;
(ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow
or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof
to purchase, for the Exercise Price, a number of common shares of the person engaging in the transaction having a then-current market
value of twice the Exercise Price.
Notional
Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring
Person beneficially owns a majority of the equity securities, and Notional common shares (as defined in the Rights Agreement) held by
counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially
owned by the Acquiring Person.
Redemption.
The Board may redeem the Rights for $0.001 per Right under certain circumstances. If the Board redeems any Rights, it must redeem all
of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.001
per Right. The redemption price will be adjusted if the Company has a stock dividend or a stock split.
Exchange.
After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common
shares, the Board may extinguish the Rights by exchanging one common shares or an equivalent security for each Right, other than Rights
held by the Acquiring Person. In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of
the Company having a value approximately equal to one common shares.
Expiration.
The Rights expire on the earliest of (i) February 3, 2025; or (ii) the redemption or exchange of the Rights as described
above.
Anti-Dilution
Provisions. The Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the
number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Preferred
Shares or common shares. No adjustments to the Exercise Price of less than 1% will be made.
Amendments.
The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or
prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the
holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision
contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen
any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of
the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).
Taxes.
The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders
the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.
SIGNATURES
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date:
August 3, 2023
| |
GLOBUS MARITIME LIMITED |
| |
|
| |
By: |
/s/
Athanasios Feidakis |
| |
Name: |
Athanasios Feidakis |
| |
Title: |
President, Chief Executive Officer and Chief Financial
Officer |
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