Mon 28 Oct 2013, 06:47 GMT

Much to discuss at Pan European Terminals meeting


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.


Hydromover 1.0 vessel. Yinson GreenTech launches upgraded electric cargo vessel in Singapore, expands to UAE  

Hydromover 2.0 offers increased energy storage capacity and can be fully recharged in under two hours, says designer.

Nildeep Dholakia, Island Oil. Island Oil appoints Nildeep Dholakia as senior trader in Dubai  

Marine fuel supplier expands Dubai team as part of regional growth strategy.

Wind-assisted LNG carrier AIP certification ceremony. Dalian Shipbuilding's wind-assisted LNG carrier design receives Bureau Veritas approval  

Design combines dual-fuel propulsion with foldable wing sails to cut emissions by 2,900 tonnes annually.

Dual naming ceremony of the GH Angelou and GH Christie vessels. Anglo-Eastern adds two methanol-ready Suezmax tankers to managed fleet  

GH Angelou and GH Christie were christened at HD Hyundai Samho Shipyard on 5 January.

PetroChina Petroineos Trading logo. PetroChina International seeks bunker trader for London or Rotterdam role  

Company aims to expand sustainable marine fuel portfolio and strengthen ARA region presence.

Stena Connecta vessel. Stena Line deploys methanol-ready freight vessel with rotor sails on Belfast-Heysham route  

Stena Connecta joins sister ship in £100m investment to boost Irish Sea freight capacity.

Jacqui Taylor, Global Fuel Supply. Global Fuel Supply opens Cape Town office, hires senior fuel supplier  

Bunker firm establishes South African hub, appointing experienced regional specialist.

Business handshake. Riviera Marine incorporates The Bunker Firm Group in consolidation move  

Monaco-based bunker trader absorbs Danish group, creating combined entity with offices across five cities.

Aerial photograph of ships at sea. Uni-Fuels adds EU carbon allowances to marine fuel offering  

Singapore-based company expands services to help shipowners meet EU emissions trading compliance requirements.

Compagnie Maritime Nantaise and Bpifrance logo side by side. Compagnie Maritime Nantaise wins Bpifrance backing for space logistics vessel decarbonisation project  

French shipowner to develop hybrid propulsion system combining rigid wings, thermal engines, and digital twin.