GÖTEBORG, Sweden, July 12, 2021 /PRNewswire/ -- The shareholders
of Concordia Maritime AB (publ) ("Concordia Maritime" or the
"Company"), Reg. No. 556068-5819, are hereby invited to the
Extraordinary General Meeting to be held on Thursday, 12 August 2021, at 1 p.m.
CEST at, Elite Park Avenue, in Gothenburg. Entrance to the venue opens at
12.30 p.m. CEST.
Information about measures due to the COVID-19
pandemic
Due to the COVID-19 pandemic and in order to minimize any risk of
spreading of the virus, the Board of Directors has decided that
shareholders of the Company should be able to exercise their voting
rights through postal voting. The intention of the decision is to
reduce the number of participants attending the meeting in person.
Therefore, Concordia Maritime would like to encourage all
shareholders to carefully consider whether to use their right to
postal vote instead of attending the meeting in person. Further,
the Board of Directors has decided that no beverages and food will
be offered after the meeting and that restrictions will be made as
to the attendance of non-shareholders. Concordia Maritime will if
necessary update the information on which measures that are taken
on the Company's website, www.concordiamaritime.com.
Right to attend and notice of attendance
Shareholders who wish to attend the Extraordinary General Meeting
must:
- be registered as shareholders in the share register kept
by Euroclear Sweden AB concerning circumstances on Wednesday,
4 August 2021;
- notify the company of their intention to participate,
and the number of assistants (max. two) who will accompany the
shareholder, at the following address: Computershare AB, "Concordia
Maritime Aktiebolag's Extraordinary General Meeting", P.O. Box
5267, SE-102 46 Stockholm, Sweden,
by telephone +46 771-24 64 00 or by the company's website,
www.concordiamaritime.com, no later than Friday, 6 August 2021. A shareholder who exercises his or
her voting right through postal voting does not need to
specifically notify the company of his or her intention to
participate, but must follow the instructions under the heading
"Postal voting" below.
At notification, name, the name of the assistants, personal
identification number/registration number, address and telephone
number must be stated.
Nominee-registered shares
In order to be entitled to participate in the Extraordinary General
Meeting, shareholders who have registered their shares in the name
of a nominee must, in addition to announcing their intention to
participate in the Extraordinary General Meeting, request that
their shares be registered in their own name so the shareholder is
entered into the share register on Wednesday, 4 August 2021. This registration may be temporary
(so-called voting right registration) and is requested with the
nominee in accordance with the nominee's procedures and in advance
as determined by the nominee. Voting right registrations completed
no later than Friday, 6 August 2021,
are considered when preparing the share register.
Proxy
Shareholders who are represented by proxy shall issue a power of
attorney for the representative. The power of attorney may not be
more than one year old, unless a longer period of validity is
stated, although maximum five years. A copy of the certificate of
registration (and should such certificate not exist, a
corresponding document of authority) of the legal entity shall be
attached to a power of attorney. Shareholders who are represented
by proxy should submit powers of attorney in original, certificates
of registration and other documents of authority to the Company so
as to be available by 6 August 2021.
A form for proxy is available at the company's head office and on
the company's website, www.concordiamaritime.com.
Postal voting
The Board of Directors of Concordia Maritime has, by virtue of a
provision in the Articles of Association, decided that the
shareholders may exercise their voting rights at the Extraordinary
General Meeting by postal voting. A special form shall be used for
postal voting. The form is available on Concordia Maritime's
website, www.concordiamaritime.com. The postal voting form is
considered as the notification of participation at the
Extraordinary General Meeting.
The completed and signed voting form must be received by
Computershare AB no later than Friday, 6
August 2021. The completed and signed form shall be sent to
Computershare AB "Concordia Maritime Aktiebolag's Extraordinary
General Meeting ", P.O. Box 5267, SE-102 46 Stockholm, Sweden. The completed form may
alternatively be submitted by email to info@computershare.se (state
"Concordia Maritime – postal voting" in the subject line).
Shareholders can also choose to cast their postal vote
electronically through verification with BankID. A link to
electronic postal voting can be found on the company's website,
www.concordiamaritime.com. Such electronic votes must be submitted
no later than Friday, 6 August
2021.
The shareholder may not provide special instructions or
conditions in the voting form. If so, the vote (in its entirety) is
invalid. Further instructions and conditions are included in the
form for postal voting.
Shareholders who postal vote by proxy shall attach a power of
attorney for the representative to the postal voting form. A copy
of the certificate of registration (and should such certificate not
exist, a corresponding document of authority) of the legal entity
shall be attached to a power of attorney issued by a legal entity.
A form for proxy is available at the company's head office and on
the company's website, www.concordiamaritime.com.
Items and proposed agenda
1. Opening of the meeting.
2. Election of Chairman of the
meeting.
3. Preparation and approval of the
voting list.
4. Approval of the agenda.
5. Election of persons to verify the
minutes.
6. Consideration if the Extraordinary
General Meeting has been duly convened.
7. Resolution regarding the approval of
A) the charter of tankers to Stena Bulk AB and B) the
guarantee contract with Stena Sessan AB (related-party
transactions).
8. Closing of the meeting.
Election of Chairman of the meeting (item2)
It is proposed that the Chairman of the Board of Directors,
Carl-Johan Hagman, or to the extent
he is prevented, the person appointed by the Board of Directors, is
elected as Chairman of the meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed to be approved is the voting list prepared
by Computershare AB, based on the share register, notifications and
postal votes received and physical present shareholders, and
verified by the persons elected to verify the minutes.
Resolution regarding the approval of A) the charter of
tankers to Stena Bulk AB and B) the guarantee contract
with Stena Sessan AB (related-party transactions) (item 7)
Concordia Maritime AB (publ) ("Concordia Maritime" or the
"Company") has reached a conditional agreement with Stena
Bulk AB or a nominated group company ("Stena Bulk") on time charter
of all of the Company's ten P-MAX product tankers on 12 July 2021 (the "Time Charter"). In
addition, on the same day, the Company has agreed upon a
conditional guarantee contract whereby Stena Sessan AB
("Stena Sessan") guarantees
to pay up to MUSD 10 (the "Guarantee"). The agreements are
conditional upon approval of the General Meeting of Concordia
Maritime since the entering of the agreements are considered
significant related-party transactions pursuant to Chapter 16 a of
the Swedish Companies Act.
Background and reasons
Historically, Concordia Maritime has managed to get through rough
periods. For example, the Company managed to get through the
long-time weak market following the financial crisis of 2008, that
lasted until 2014, by the use of successful time charter
agreements. In addition, the Company handled the weak tanker market
between 2017 and 2019 by acting proactively by the disposal of
three tankers through sale and leaseback-transactions. However, in
total, the tanker market has not been strong enough during the past
six years and the Company has not been able to enter profitable
long time charter agreements for all of its ten P-MAX product
tankers which has led to parts of the fleet being chartered on
short-term charters. The record-weak tanker market during the
second half of 2020 and the first half of 2021 and the market
conditions entail financial challenges for Concordia Maritime, as
stated in the interim report for the first quarter of 2021. The
Company's liquidity has been substantially reduced over the year as
a consequence of planned investments such as the installation of
statutory ballast water treatment systems and the retraction of
credit-facilities, all at the same time as the Company's income has
been reduced due to current market conditions. All of the above has
placed the Company in a situation where there is a risk that it may
not have enough liquidity to meet its financial commitments in 2021
and is at risk of breaching covenants in its loan agreements
Therefore, the Company has negotiated, and received, new waivers
from the banks which are is valid until new terms and conditions of
the financing are in place or until 30
September 2021 as well as been given deferment on parts of
the amortisations to the Company's lending banks.
The Board of Directors and the management of Concordia Maritime
have considered and investigated different solutions to manage the
Company's financial position and imminent lack of liquidity.
Following negotiations, Concordia Maritime and some of the
Company's lending banks (the "Banks") have agreed upon a
term sheet concerning new terms and conditions of the current
financing, originally amounting to MUSD 114, for eight of the
Company's P-MAX product tankers until the loan matures in the
fourth quarter of 2024 (the "Term Sheet").The Term Sheet
entails a lower rate of amortisation, new levels for the covenants
and a prevention for the Company to pay dividends before the end of
the existing loan structure in December
2024 without consent from the Banks. The new terms and
conditions will result in that the received waivers for the
covenants and the deferment on parts of the amortisations will no
longer be required. The Term Sheet requires that certain other
measures are taken, mainly that Concordia Maritime enters the Time
Charter and that the profits for the eight tankers covered by the
Term Sheet may only be used for certain pre-determined purposes.
The measures also include that Concordia Maritime enters into the
Guarantee of MUSD 10 in order for Concordia Maritime to be able to
amortise its' loans to the Banks according to the new plan. In
conclusion, the arrangement means that the calculated residual debt
will be higher than stated in the loan agreement before the Term
Sheet but will correspond to the tankers' expected scrap value.
Furthermore, the Term Sheet requires, among other things, the
approval of the Banks credit committees and that the Time Charter
and the Guarantee is approved by the General Meetings of Concordia
Maritime. Furthermore, the Term Sheet requires that corresponding
terms and conditions are agreed upon with the lender to the
Company's other two P-MAX product tankers.
Related party relationship
The Time Charter and the Guarantee are considered significant
related-party transactions pursuant to Chapter 16 a of the Swedish
Companies Act. Stena Bulk is wholly-owned by Stena AB (publ)
("Stena"), which in turn is wholly-owned by the Sten A. Olsson family. The major shareholder of
Concordia Maritime is Stena Sessan,
which holds 4,000,000 A shares and 20,896,347 B shares in the Company, corresponding
to 52.16 per cent of the total amount of shares and 72.73 per cent
of the votes in Concordia Maritime. Stena
Sessan is wholly owned by the Sten
A. Olsson family.
Hence, the Sten A. Olsson family
has controlling influence of Stena, Stena Bulk and Concordia
Maritime, and the companies are thus considered related parties
under the Swedish Annual Accounts Act.
(A) Description of the Time Charter
Overall description of the agreement
Concordia Maritime has agreed upon a Time Charter on a five-year
time charter of all of the Company's ten P-MAX product tankers to
Stena Bulk that, conditional upon the approval of the General
Meeting, will commence at operationally suitable positions for each
respective tanker during the third quarter of 2021. The Time
Charter is based on the standardised Shelltime 4. The Time Charter
implies that Stena Bulk pays a guaranteed monthly base hire in
advance of USD 15,500 per day and
tanker (USD 155,000 per day in total)
to Concordia Maritime. Stena Bulk has also committed to pay an
advance of the base hire of MUSD 10 if necessary in order for
Concordia Maritime to be able to amortise to the Banks according to
the new plan. The base income Concordia Maritime will receive under
the Time Charter covers operational costs (such as cost of crew,
technical maintenance and insurance), provisions for periodical
drydocking and interest as well as amortisation, according to the
new plan, to the Banks. According to the Term Sheet the guaranteed
income under the Time Charter from the eight tankers covered by the
Term Sheet may only be used for these purposes. In accordance with
the Time Charter with Stena Bulk there is, in addition to the
guaranteed income, a profit sharing-mechanism implying that
Concordia Maritime and Stena Bulk will share equally any possible
surplus of income exceeding the base hire that the tankers generate
on average during pre-determined periods of six months of the time
charter period. All income, including possible income exceeding the
base income from Stena Bulk, from the eight P-MAX product tankers
covered by the loan agreements is to be used for the same purposes
as the guaranteed income. Further, during the time charter,
Concordia Maritime has the right to divest the entire fleet or
parts thereof, without any fees, which ensures the Company's
ability to take advantage of a stronger market . In addition to
being conditional upon approval of the General Meeting of Concordia
Maritime, the agreement with Stena Bulk is conditional upon
approval of Stena.
Further on the fairness of the agreement
In connection with the negotiations with the Banks and the Stena
sphere, the Board of Directors have considered the terms of the
Time Charter with consideration to the current market and have also
considered other alternative measures to achieve corresponding
positive financial effects for the Company. Given the current
market, as well as the liquidity and financial position of the
Company, the Board of Directors deem the Time Charter, the Term
Sheet and the Guarantee to be vital in order to strengthen
Concordia Maritime's financial position and liquidity, as the Time
Charter entails a guaranteed base income that covers operational
costs, provisions for periodical drydockings as well as interest
and amortisation according to plan during five years forward. By
maintaining the right of disposal of the time chartered tankers and
through the profit sharing-mechanism with Stena Bulk, Concordia
Maritime's possibility to benefit from a potentially stronger
market is ensured. Given that the Time Charter also enables the
Term Sheet with the Banks that, in the assessment of the Board of
Directors, would not be possible to reach without the Time Charter,
the Board of Directors considers it to be in the Company's interest
to enter into the Time Charter with Stena Bulk. Finally, the Board
of Directors of Concordia Maritime have also examined and
considered different solutions to manage the Company's financial
position and liquidity, but currently the Board of Directors deem
that the Time Charter, in combination with the Term Sheet and the
Guarantee, is the best solution to improve the Company's financial
position.
(B) Description of the Guarantee with Stena Sessan
Overall description of the agreement
In the Term Sheet, the Banks have required that a guarantee of
MUSD 10 is issued in order to ensure that Concordia Maritime will
amortise to the Banks according to the new plan. The Company, the
Banks and Stena Sessan have
therefore agreed upon the Guarantee, whereby Stena Sessan guarantees to pay up to MUSD 10 to
the Banks, to cover amortisation on behalf of Concordia Maritime.
The Guarantee can only be drawn by the Banks if necessary in order
for Concordia Maritime to amortise according to the new plan. The
guarantee cannot be utilised to a higher amount than MUSD 10 or the
difference between what Concordia Maritime can amortise and what
the Company is required to amortise according to the new plan.
Any utlilised amount under the Guarantee will be seen as a loan
from Stena Sessan to Concordia
Maritime and the Company will be required to repay any such amount.
The utilised amount will carry an interest of LIBOR (or equivalent
reference rate) plus 3 per cent per annum for Concordia Maritime
and shall be repaid to Stena Sessan
within two years.
Further on the fairness of the agreement
Concordia Maritime has considered different options in order to
fulfil the requirement of the guarantee according to the Term
Sheet, and only found one practically possible solution, namely the
Guarantee. Given the Company's financial position, the Board of
Directors deem the interest rate on the utilised amount under the
Guarantee to be market rate. Since Concordia Maritime will not need
to pay any interest until a possible utilisation and only for the
amount utilised, the Board of Directors deem the terms and
conditions to be advantageous for the Company. Given that the
Guarantee also enables the Term Sheet, the Board of Directors deem
the entering of the Guarantee to be in the interest of the
Company.
Proposal for resolution
The Board of Directors proposes that the Extraordinary General
Meeting resolves to approve (A) the time charter agreement with
Stena Bulk and (B) the guarantee contract with Stena Sessan, and that the General Meeting's
approval of A and B is made as one single resolution.
Majority requirement for resolution
The resolution requires that shareholders representing more than
half of the votes cast at the Extraordinary General Meeting approve
the resolution, not considering shares and votes held directly or
indirectly by the Sten A. Olsson
family.
Available documentation
The Board of Directors' report pursuant to Chapter 16 a Section 7
of the Swedish Companies Act regarding item 7 will be available at
the company's headquarters and the company's website,
www.concordiamaritime.com, no later than Thursday, 22 July 2021. The above document will also be
sent to shareholders upon request, provided that such shareholder
states a postal address. Such a request may be made in the same
manner as notice of attendance must be made as described above. The
documentation will also be available at the Extraordinary General
Meeting.
Shares and votes
The total number of shares in the company amounts to 47,729,798
shares, whereof 4,000,000 Series A shares and 43,729,798 Series B
shares, representing a total of 83,729,798 votes. The company does
not own any of its own shares
Information at the Extraordinary General Meeting
The Board of Directors and the CEO shall, if requested by a
shareholder and if the Board considers that it will not cause
significant damage to the company, provide information on
circumstances that could affect the assessment of a matter on the
agenda or the company's relations with another group company.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
______________________
Gothenburg in July 2021
Concordia Maritime AB (publ)
Board of Directors
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/concordia-maritime/r/notice-to-the-extraordinary-general-meeting-of-concordia-maritime-ab--publ-,c3383891
The following files are available for download:
https://mb.cision.com/Main/1948/3383891/1444178.pdf
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Concordia Maritime -
Notice to EGM - 2021-07-12
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