Terminal operator is considering a possible offer from Belphar Ltd. for its entire issued share capital.
With just a few days to go before its next general meeeting on Friday, November 1, tank terminal operator Pan European Terminals (PET) is considering the prospect of a possible acquisition offer from Belphar Ltd.
In a statement made last week, PET said: “The board of the company notes the announcement by Belphar that it is considering an unsolicited possible cash offer for the entire issued share capital of the company at a price of 22 pence per share. The board is considering its position and will shortly issue a press release and write to all shareholders with its response and advice. In the meantime, shareholders are strongly advised to take no action and not sell their shares in the market.”
The PET announcement followed a statement by Belphar on 22 October, which declared: “Belphar Ltd is delighted to announce that it has today unconditionally agreed to acquire 16,870,505 Pan ordinary shares, representing 15.9% of the company’s issued share capital, from Hurley Investment Holdings Limited.
“Accordingly, Belphar now holds, or has unconditionally agreed to acquire, ordinary shares representing 29.9% of the issued share capital of Pan.
“Belphar has also obtained a non-binding letter of intent (LOI) from Hurley, to accept any offer made by Belphar at 22.0 pence per Pan ordinary share or higher, over Hurley’s remaining 5,032,863 holding of Pan ordinary shares (the LOI Shares), representing a further 4.7% of the issued share capital of Pan.
“In addition, Belphar has, today, unconditionally agreed to acquire all secured convertible loan notes issued by Dan-Balt Terminals Limited (a wholly-owned subsidiary of Pan) (CLNs) to Hepworth Technologies SA and Hurley. These CLNs are convertible into Pan ordinary shares and, if converted, would convert (in aggregate) into 40,227,272 ordinary shares. Furthermore, Belphar has today unconditionally agreed to acquire warrants over 408,163 Pan ordinary shares from Hepworth, which have a redemption price of 24.5 pence per warrant (the Warrants).
“When combined with the Ordinary Shares that Belphar currently holds, or has unconditionally agreed to acquire, Belphar would, on conversion of the CLNs, hold 72,018,479 Ordinary Shares, representing 49.1% of the issued share capital of the company as enlarged by the conversion of the CLNs.
“In the event that the above holding of 49.1% was combined with the exercise of the warrants, Belphar would hold 72,426,642 Ordinary Shares, representing 49.3% of the fully diluted share capital of the company, following both conversion of the CLNs and exercise of the Warrants.
“Belphar can confirm that its current intention is to vote its 29.9% shareholding in favour of the two resolutions, which are being proposed and recommended by the board of Pan, at the Pan general meeting, to be held on 1 November 2013, with regard to the authority to allot ordinary shares and disapply pre-emption rights in connection with the right of conversion relating to the GBP8.5 million CLNs issued to Hepworth on 19 November 2012.”
Belphar is a limited liability company incorporated in the British Virgin Islands. According to the company’s website, the business was established ‘for the purpose of identifying investment opportunities in the natural resources sector’.
Belphar was founded by Khofiz Shakhidi, an international investor and financier, who is the sole director and owner of the company.
This week’s PET’s general meeting is due to be held at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH at 11.00 a.m. on November 1.