UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2021
Commission
File Number: 001-34985
Globus
Maritime Limited
(Translation of registrant’s name into English)
128
Vouliagmenis Avenue, 3rd Floor, Glyfada, Attica, Greece, 166 74
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country
exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
On
May 7, 2021, Globus Maritime Limited (the “Company,” “Globus,” “we” or “our”)
entered into a term loan facility with CIT Bank, N.A., relating to the refinancing of our ships, the River Globe, Sky Globe,
Star Globe, Moon Globe, Sun Globe, and Galaxy Globe.
The
loan agreement was for the lesser of $34,250,000 and 52.5% of the aggregate market value of our ships. We drew an aggregate of
$34,250,000 at closing and used a significant portion of the proceeds to fully repay the amounts outstanding under our loan
agreement with EnTrust. We also entered into a swap agreement with respect to LIBOR. We paid CIT Bank an upfront fee in the amount
of 1.25% of the total commitment of the loan.
The
CIT Loan consists of six tranches, which shall be repaid in 20 consecutive quarterly instalments with each instalment in an aggregate
amount of $1,250,000 as well as a balloon payment in an aggregate amount of $9,250,000 due together with the 20th and final instalment
due in August 2026
The
CIT Loan bears interest at LIBOR plus 3.75% (or 5.75% default interest). Following any permanent or indefinite cessation of any
tenor for LIBOR used for purposes of the CIT Loan (or earlier based on market conditions as notified by CIT Bank), LIBOR shall
be replaced with SOFR as the benchmark rate, subject to certain exceptions.
The
CIT Loan may be prepaid. If the prepayment occurs on or before May 10, 2022, the prepayment fee is 2% of the amount prepaid, subject
to certain exceptions. If the prepayment occurs on or before May 10, 2023 but after May 10, 2022, the prepayment fee is 1% of
the amount prepaid, subject to certain exceptions. We cannot reborrow any amount of the CIT Loan that is prepaid or repaid.
The
CIT Loan is secured by:
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First preferred mortgage over m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v Sun Globe and m/v Galaxy Globe.
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Guarantee from Globus Maritime Limited and joint liability of the six vessel owning companies (each of which is a borrower under
the CIT Loan).
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Shares pledges respecting each borrower.
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Pledges of bank accounts, a pledge of each borrower’s rights under any interest rate hedging agreement in respect of the
CIT Loan, a general assignment over each ship's earnings, insurances and any requisition compensation in relation to that ship,
and an assignment of the rights of Globus with respect to any indebtedness owed to it by the borrowers.
We
are not permitted, without the written consent of CIT, to enter into a charter the duration of which exceeds or is capable of
exceeding, by virtue of any optional extensions, 12 months.
The
CIT Loan contains various covenants requiring the vessels owning companies and/or Globus to, among other things, ensure that:
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The
borrowers, being six of Globus Maritime’s shipowning subsidiaries (which own m/v
River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v Sun Globe and m/v Galaxy
Globe), must maintain a minimum liquidity at all times of not less than $500,000 for
each mortgaged ship.
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For
the first 18 months of the utilization of the loan, a minimum loan to value ratio of
75% and thereafter 70%.
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Each
borrower must maintain in its earnings account $150,000 in respect of each ship then
subject to a mortgage.
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Globus
Maritime Limited must maintain cash in an amount of not less than $150,000 for each ship
that it owns that is not subject to a mortgage as part of the CIT Loan.
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Globus
Maritime Limited must have a maximum leverage ratio of 0.75:1.00.
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If
Globus Maritime Limited pays a dividend, subject to certain exceptions, then the debt
service coverage ratio (i.e., aggregate EBITDA of Globus Maritime Limited for any period
to the debt service for such period) after such dividend and for the remain of the CIT
Loan ratio shall be at least 1.15:1.00.
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Each
borrower must create a reserve fund in the reserve account to meet the anticipated dry docking and special survey fees and expenses
for the relevant ship owned by it and (for certain ships) the installation of ballast water treatment system on the ship owned
by it by maintaining in the reserve account a minimum credit balance that may not be withdrawn (other than for the purpose of
covering the documented and incurred costs and expenses for the next special survey of that ship). Amounts must be paid into this
reserve account quarterly, such that $1,200,000 is set aside by each borrower for its ship’s special survey, except for
Serena Maritime Limited, who is required to set aside quarterly payments that aggregate to $900,000.
No
borrower shall incur or permit to be outstanding any financial indebtedness except “Permitted Financial Indebtedness.”
“Permitted
Financial Indebtedness” means:
(a) any
financial indebtedness incurred under the finance documents;
(b) the
indebtedness under the EnTrust loan, which has been repaid;
(c) any
financial indebtedness (including permitted inter-company loans) that is subordinated to all financial indebtedness incurred under
the finance documents pursuant to a subordination agreement or, in the case of any permitted inter-company loans pursuant to the
CIT Loan agreement or otherwise and which is, in the case of any such financial indebtedness of a borrower (other than financial
indebtedness arising out of any permitted inter-company loan), the subject of subordinated debt security; and
(d) in
relation to a ship, any trade debt on arm's length commercial terms reasonably incurred in the ordinary course of owning, operating,
trading, chartering, maintaining and repairing that ship, which, (i) until 90 days from May 10, 2021 does not exceed $500,000 (or the
equivalent in any other currency) in aggregate in respect of that ship and remains unpaid; and (b) on and from the date falling after
90 days from May 10, 2021 is (x) up to $50,000 (or the equivalent in any other currency) in aggregate in respect of that ship and does
not remain unpaid for more than 90 days of (A) its due date or (B) in the case where the borrower owning that ship has not received the
relevant invoice, the date on which that borrower becomes aware that the invoice is due and remains outstanding; and (y) is more than
$50,000 and does not exceed $500,000 (or the equivalent in any other currency) in aggregate in respect of that ship and does not remain
unpaid for more than 30 days of (A) its due date or (B) in the case where the borrower owning that ship has not received the relevant
invoice, the date on which that borrower becomes aware that the invoice is due and remains outstanding.
Globus
Maritime Limited is prohibited from making dividends (other than up to $500,000 annually on or in respect of its preferred share)
in cash or redeem or repurchase its shares unless there is no event of default under the CIT Loan, the net loan to value ratio
is less than 60% before the making of the dividend and Globus Maritime Limited is in compliance with the debt service coverage
ratio, and Globus Maritime Limited must prepay the CIT Loan in an equal amount of the dividend.
The
CIT Loan also prohibits certain changes of control, including, among other things, the delisting of Globus from the Nasdaq or
another internationally recognized stock exchange, or the acquisition by any person or group of persons (acting in concert) of
a majority of the shareholder voting rights or the ability to appoint a majority of board members or to give directions with respect
to the operating and financial policies of Globus Maritime Limited with which the directors are obliged to comply, other than
those persons disclosed to CIT Bank on or around the date of the CIT Loan and their affiliates and immediate family members.
EXHIBIT
INDEX
THIS
REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE COMPANY’S REGISTRATION STATEMENTS: (A) ON FORM F-3
(FILE NO. 333-240042), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2020 AND DECLARED EFFECTIVE AUGUST
6, 2020 (B) ON FORM F-3 (FILE NO. 333-239250), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY
31, 2020 AND DECLARED EFFECTIVE AUGUST 6, 2020, AND (C) ON FORM F-3 (FILE NO. 333-240265), FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2020 AND DECLARED EFFECTIVE ON AUGUST 12, 2020.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
May 14, 2021
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GLOBUS
MARITIME LIMITED
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By:
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/s/
Athanasios Feidakis
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Name:
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Athanasios
Feidakis
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Title:
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President,
CEO & CFO
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