GOC Global Oceanic

    RNS Number : 7600Z
  Global Oceanic Carriers Ltd
  24 July 2008
   




                    24 July 2008

    THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN INTO OR FROM THE UNITED STATES OF AMERICA,
JAPAN, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION



    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:
    *     In the case of acceptances received complete in all respects by today, within 14 calendar days; or 
    *     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.

    Other

    All other terms defined in the Offer Document have the same meaning in this announcement, unless the context requires otherwise.

    Enquiries:

    Newport Holdings Limited                                                          +30 (210) 898 6362
    Michael Tartsinis                             
    Antonio Nikolaou                        

    Noble & Company Limited (financial adviser to Newport)        +44 (0)20 7763 2200
    Matthew Hall

    Further Information

    This announcement is not intended to, and does not constitute or form any part of, an offer or an invitation to purchase any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through
the Offer Document and (in relation to Global Oceanic Shares in certificated form) the Form of Acceptance, which will together contain the
full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document and (in relation to Global Oceanic Shares in certificated form)
the Form of Acceptance.  

    The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. In particular
the Offer will not be made directly or indirectly in or into a Restricted Jurisdiction. Persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable
legal and regulatory requirements.

    Further details in relation to overseas Global Oceanic Shareholders will be contained in the Offer Document.

    Although the Company is incorporated in Jersey, the place of central management of the Company is currently located outside of the UK,
the Channel Islands or the Isle of Man because the main place of business is in Greece. Accordingly, as the Company is one to which
paragraph 3(a)(ii) of the Takeover Code applies, the Panel has confirmed that the Company is not subject to the Takeover Code and
Shareholders will not be afforded any protection under the Code. If circumstances change, which could result in the Company being subject to
the Takeover Code, the Company will consult with the Panel. If the Panel determines that, as a result of such changes, the Takeover Code
becomes applicable to the Company, an announcement will be made.

    This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking
statements' concerning the Offer and statements regarding Newport's plans, objectives and expected performance. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates', 'estimates' or similar
expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual
results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors
that are beyond Newport and Global Oceanic's abilities to control or estimate precisely, such as future market conditions and the behaviours
of other market participants, and therefore undue reliance should not be placed on such statements.  Newport and Global Oceanic assume no
obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

    Noble, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial
advisor to Newport, and for no one else in connection with the Offer and this announcement and will not regard any other person as its
client nor be responsible to anyone other than Newport for providing the protections afforded to clients of Noble, nor for providing advice
in relation to the Offer and this announcement or any matter referred to herein.  

    Noble has given and has not withdrawn its written consent to the publication of this announcement containing references to its name in
the form and context in which they appear.

    The Newport Directors accept responsibility for the information contained in this announcement, (other than the information relating to
Global Oceanic, the Global Oceanic Directors, members of their immediate families, related trusts and other connected persons). To the best
of the knowledge and belief of the Newport Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they are responsible, is in accordance with the facts and does not omit anything likely to affect
the import of such information.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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