Hellenic Carriers Limited AGM NOTICE 2016 & PROPOSED DELISTING FROM AIM (6078S)

TIDMHCL

RNS Number : 6078S

Hellenic Carriers Limited

18 March 2016

Hellenic Carriers Limited

Press Release 18 March 2016

NOTICE OF ANNUAL GENERAL MEETING

PROPOSED CANCELLATION OF ADMISSION OF THE COMPANY'S SHARES TO TRADING ON AIM

Hellenic Carriers Limited, (the "Company") (AIM: HCL), an international provider of marine transportation services for dry bulk cargoes, today announces that the following documents are available on and can be downloaded from the Company's website (http://www.hellenic-carriers.com/):

   --      The Annual Report for the year ended 31 December 2015 

-- The Notice convening the Company's Annual General Meeting ("AGM") together with a Proxy Form and accompanying Circular to Shareholders

In accordance with the Company's Articles of Association, a relevant Notice has been sent by post to Shareholders.

Annual General Meeting (AGM)

The Company will hold its AGM on 12 April 2016 at 16:00hrs local time at the Piraeus Marine Club, 51 Akti Miaouli, Piraeus 185 36, Greece.

Shareholders listed on the Company's register of members at 18:00hrs UK time on Friday 8 April 2016 shall be entitled to participate at the AGM and vote in person or by proxy.

In addition to the ordinary business to be dealt with at the AGM, including but not limited to the approval of the Company's consolidated statements for 2015, and the appointment of a new Director (Apostolos Kontoyiannis), the following special Resolutions will be proposed at the AGM to obtain Shareholder approval:

a) The cancellation of the admission of the Company's Ordinary Shares of US$0.001 each to trading on the AIM market of the London Stock Exchange plc (the "Proposal" or the "Delisting").

b) The amendment of the Company's articles of association to (i) remove references to "AIM" and the "City Code" and related provisions; (ii) provide that where all of the Directors except one have a conflict of interest in relation to a matter to be determined at a Board Meeting, the non-conflicted Director shall constitute the quorum and have the capacity to determine the relevant matter; (iii) replace references to International Accounting Standards (IAS) with superseding International Financial Reporting Standards (IFRS); and (iv) provide that the Company's financial statements shall be available to Shareholders on request rather than uploaded on the Company's website.

A copy of the amended articles of association will be provided by email upon request and will also be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM and also on the date and at the place of the AGM.

Proposed Cancellation of Admission to Trading on AIM

Introduction

On 2 March 2016 the Company announced its preliminary results for the year ended 31 December 2015 as well as the Board's decision to propose the Delisting for Shareholder approval at the Company's next AGM.

The Board considers this Proposal is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. The Directors therefore unanimously recommend voting in favour of the Proposal as they intend to do in respect of their own shareholdings.

Reasons for the Delisting

As the Company reported in previous Annual Reports, the dry bulk shipping market has become increasingly challenging, with weakening vessel charter rates and receding asset values.

The prevailing market conditions are probably the worst of the last 30 years with the Baltic Dry Index dropping to historic lows, and average daily hire rates falling below even a vessel's daily operating expenses.

The adverse market conditions have made Company losses unavoidable over the past few years. During the same period, there has been a significant fall in the Company's Ordinary Share price, resulting in a shrinking market capitalization.

The primary objectives and perceived benefits of being quoted on a public market are to gain access to capital and create a liquid market in the Company's Ordinary Shares. If these objectives cannot be achieved efficiently and cost effectively, the Board has a duty to reconsider the merits of a listing. The Board has reached the view that the Company does not enjoy any of these benefits.

In the current financial climate as described above, and taking into account the Company's low market capitalization and the costs of maintaining the listing, it has become evident that it would be economically sensible to proceed with the Delisting.

There are costs associated with maintaining the Company's AIM listing, including the annual fees payable to the London Stock Exchange, nominated advisor's fees, and other related professional costs. Cancellation of the AIM listing will significantly reduce administrative expenses and management time required in connection with being a publicly listed company. The Board considers that reducing overhead costs and freeing up management time so as to focus on the operation of the Company's business in challenging times will be beneficial for the Shareholders as a whole.

Accordingly, the Board has taken the decision to propose the cancellation of the listing of the Company's Ordinary Shares on AIM by seeking a Shareholder vote in this regard.

Under the AIM Rules, the Delisting can only be effected by the Company after securing a special Resolution of Shareholders in a general meeting, whereby at least 75 per cent of the Shareholder votes cast are in favour of such a Resolution. Following the requisite Shareholder approval having been obtained, a period of at least 5 Business Days must pass before the Delisting can take effect.

In accordance with Rule 41 of the AIM Rules, the Company is required to inform the London Stock Exchange of the intended cancellation, and the preferred date of cancellation at least twenty business days prior to such cancellation. On 2 March 2016, the Company duly informed the London Stock Exchange of the Company's intention to seek Shareholder approval for the Delisting and has separately informed the London Stock Exchange that its preferred cancellation date is 20 April 2016. If the Shareholders approve the relevant Resolution during the forthcoming AGM, it is expected that trading on AIM in the Ordinary Shares will cease at the close of business on 19 April 2016 with the Delisting becoming effective from 7.00hrs on 20 April 2016.

Effects of Delisting on Shareholders and Corporate Governance

The principal effect of the Delisting is that Shareholders will no longer be able to buy and sell Ordinary Shares of the Company on AIM or any other public stock market and the Company will no longer be required to comply with the AIM Rules.

In particular, the Company will no longer be required to retain a nominated adviser and broker and the Company will not be bound to announce to the market material events, administrative changes or material transactions, or to announce interim or final results.

Furthermore, the Company will no longer be required to comply with corporate governance requirements applicable to publicly listed companies, and the Company will no longer be subject to the provisions of the Disclosure and Transparency Rules relating to the disclosure of changes in significant shareholdings in the Company.

With effect from conclusion of the AGM, it is the Company's intention to retain one non-executive Director. Accordingly, the Company's existing non-executive Directors (which include the chairman of the Board) will retire by rotation and will not stand for re-election or will resign (as applicable) and Apostolos Kontoyiannis, subject to his election by the AGM, will be the new non-executive Director.

Trading of Ordinary Shares before and after Delisting

During the time period following the announcement on 2 March 2016 of the Company's intention to cancel its AIM listing, the Shareholders are entitled to sell Ordinary Shares in the market before the Delisting takes place. However, there may not be sufficient liquidity in the market to facilitate this in all cases.

Once the Delisting has been effected, and given the difficulty in trading private company shares, the controlling Shareholders of the Company, or any one of them, may make an offer following Delisting to acquire Ordinary Shares, but this has not been confirmed.

It is important to note however, that following the Delisting, the UK Takeover Code will cease to apply to the Company, and accordingly any offer made after the Delisting would not be governed by the UK Takeover Code.

Taxation

All Shareholders are advised to consult their professional advisers about their own tax position, as the Delisting may have taxation consequences for Shareholders.

For further information please contact:

Hellenic Carriers Limited

Fotini Karamanli, Chief Executive Officer

Alkis Papadopoulos, Chief Financial Officer

   E-mail: [e-mail]                                   [phone] 

Panmure Gordon (UK) Limited

Nominated Adviser & Broker

   Andrew Godber                                                             [phone] 

Capital Link

Nicolas Bornozis [phone] (New York)

Maria Chercheletzi [phone] (London)

E-mail: [e-mail]

Further Information - Notes to Editors

About Hellenic Carriers Limited

Hellenic Carriers Limited operates through its subsidiaries a fleet of dry bulk vessels (one Panamax, two Supramax and two Kamsarmax vessels with an aggregate carrying capacity of 340,055 dwt and a weighted average age of 10.4 years) that transport iron ore, coal, grain, steel products, cement, alumina, and other dry bulk cargoes worldwide.

Hellenic Carriers is listed on the AIM of the London Stock Exchange under ticker HCL.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 18, 2016 09:15 ET (13:15 GMT)

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March 18, 2016 09:15 ET (13:15 GMT)