5.3% MARINER FINANCE PLC 2024

Download

Mariner Finance plc - Prospectus dated 2 June 2014

The Company

Mariner Finance plc is the holding company of a Group mainly involved in the operation of a seaport terminal outside Malta. The Issuer does not carry out any trading activities and simply acts as a finance and investment company of the Mariner Finance Group. Mariner Finance is a fully-owned subsidiary Mariner Capital Limited which in turn is ultimately owned by Mr Marin Hili and his two children. Mariner Capital is an investor, developer and operator of sea terminals and their logistic activities. Apart from the investments within Mariner Finance, Mariner Capital has interests in two other terminals – the Terminal Intermodale Venezia in Venice, Italy, and the Durres Container Terminal in Durres, Albania.

The main operating subsidiary of the Mariner Finance Group is SIA Baltic Container Terminal (“BCT”), which is principally engaged in the provision of port and related services in the port of Riga, Latvia. BCT owns all yards within the boundaries of the BCT terminal, excluding the quay, together with all underlying communications, five warehouses having an aggregate total area of approximately 14,000 sqm, parking and paved areas surrounding the warehouses, and covered rail ramps. BCT has a port concession license which expires in April 2047. The Freeport of Riga is the major container-handling port in Latvia and BCT is the only specialised container terminal with the Freeport of Riga. BCT started operations in 1996 and operates over an area of circa 557,000 sqm. The BCT terminal offers the following services:

i)      Quay-side operations – including the berthing of vessels for the loading and/or unloading of containerised cargo using three ship-to-shore quay cranes. A fourth quay crane has been commissioned for delivery in Q3 2014.

ii)     Yard operations – the terminal has a container storage yard comprising a capacity of circa 20,000 TEUs (the twenty-foot equivalent unit is used to describe the capacity of container ships and container terminals). In addition, the yard has 500 reefer points (electrical outlets for the storage of temperature-controlled containers).

iii)    Gate and rail operations – including the transfer of containers between the container terminal and inland road and rail networks. BCT has direct access to both road and rail networks, and operates its own rail handling facility which can service up to 64 rail platforms simultaneously.

iv)    Warehousing – the terminal has circa 20,400 sqm of covered warehousing space for the storage of general cargo. The warehouse facilities have direct access to the rail and road networks for more efficient distribution of cargo.

v)    Ancillary activities – a wide range of value-added services are provided at the container terminal due to an optimised integrated logistics chain. Through a container freight station, the terminal offers the service of, amongst others, stuffing and stripping of containers (packing/unpacking). In addition, BCT also provides engineering services for the repair of damaged containers.

The main operation of BCT is quay-side operations, i.e. the loading and unloading of containers. During 2013, this activity represented 78% of overall revenue. BCT’s total revenue during the last financial year to 31 December 2013 amounted to €17.6 million and the company registered a net profit of €7.5 million. The Financial Analysis Summary indicates that BCT’s performance will be relatively unchanged in 2014 but revenue is expected to rise to €18.6 million and profits are expected to increase to €8.4 million in 2015 largely due to further growth in the operations of BCT. BCT’s clients include shipping lines, freight forwarders, third party logistics service providers, liner agents, inland carriers (such as road haulage companies), as well as end-customers. The container terminal services some of the world’s largest shipping lines which call directly at the terminal as well as other shipping lines that use common feeder services. Some of the main clients include Maersk, CMA-CGM and MSC.

The other operating company is SIA Equinor Riga, which owns and operates a commercial and office building in Riga, Latvia. It is centrally located with a total rentable area of 3,880 sqm and the building is presently fully occupied.The largest tenant is McDonald’s Latvia (operated by Premier Capital plc) with a 25-year lease agreement covering an area measuring 626 sqm. Furthermore, the company has in place a number of other lease agreements for medium and long-term contracts with nine tenants for office space covering a total area of 1,819 sqm and four tenants providing hostel services. Equinor Riga generated total rental income of €375,000 during 2013 and registered a net profit of €190,000. Recently, the property was revalued at €5.1 million..

Use of Proceeds

The net proceeds from the Bond issue, estimated at €29.3 million after issuance costs (or €34.3 million in the event of exercise of the Over-Allotment Option), will be principally used by the Issuer for the following purposes:

i) the first €20 million (or €25 million in the event of exercise of the Over-Allotment Option) will be used to refinance the loan agreement taken out by a subsidiary of the Issuer to acquire BCT as part of a recent overall corporate restructuring exercise;

ii) the remaining €10 million will be used by the Issuer to fund other investments related to the core business of the Group, namely, the ownership and/or management of ports and/or storage or logistics facilities.

Status & Security

The Bonds constitute the general, direct, unconditional and unsecured obligations of the Issuer, and shall at all times rank equally, without any priority or preference among themselves and with other unsecured debt, if any.

However, the indebtedness of the Group includes bank loans and a third party loan which are secured by a number of pledges and mortgages. These new bonds rank after these borrowings. In addition, the Bonds would also rank after any future debts which may be secured by a pledge, mortgage, privilege and/or hypothec.

Coupon

5.3%

Amount Issued

€30,000,000

ISIN Code

MT0000271214

Maturity

The bonds will mature at 100% (par) on 3 July 2024.

Interest Payment

Annually on 3 July

XD Dates

18 June

Listing

Official List

Directors

Marin Hili (Chairman & Chief Executive Officer), Edward Hili, Michela Borg, Lawrence Zammit, Nicholas Bianco and Kevin Saliba (Company Secretary).

Print This Page Print This Page