On 22 June 2007 a company announcement informed the public that Camper and Nicholsons Marina Investments Ltd (CNMI) executed the purchase agreement which was announced earlier this year and acquired a 70% stake in Grand Harbour Marina. GHM was specifically advised:
1) That CNMI has on 21 June 2007 entered into agreements with various shareholders in GHM:
i) CNMI has agreed to purchase a total of 5,000,000 ordinary shares representing 50% of the total issued ordinary share capital of Grand Harbour Marina from the following GHM shareholders: Porto Salvo Holding Ltd (2,730,000), V&F Portelli Ltd (700,000), Nicholas Marris (940,461), and Simon Arrol (629,539). These transactions were executed as special trades on the Malta Stock Exchange.
ii) CNMI has also exercised the right to acquire a further 20% of GHM’s ordinary share capital through the purchase of 1,198,039 and 801,961 ordinary shares from Nicholas Maris and Simon Arrol respectively by means of put and call options.
2) The above transactions have brought CNMI’s interest in GHM above 50%. As a result Listing Rule 18.8 requires CNMI to make a Mandatory Bid to acquire the remaining 3,000,000 publicly listed GHM ordinary shares (30% of GHM’s issued ordinary share capital). The price of the Mandatory Bid has been fixed at Lm0.745 per share.
3) Following the abovementioned transactions Mr Walter Bonnici, Mr Anthony Demajo, Mr Pascal Demajo, Mr Vincent Portelli, David Mead and Mr Simon J. Arrol resigned from their posts as directors of the GHM. In addition, on 21 June 2007 CNMI sent a letter addressed to GHM informing the Company to appoint the following as directors: Mr George Kershaw, Mr John Hignett, Mr Trevor Ash, Mr Roger Lewis and Mr Lawrence Zammit.
4) The Company also informs the public that CNMI confirmed that it shall be making a Mandatory Bid in accordance with the requirements of the Listing Rules and gave details of the bid it intends to make.
5) In addition the announcement confirms CMNI’s earlier declaration that it would not be seeking to de-list the Company and that it welcomed retail shareholders to remain in the Company. Further details may be found in CNMI’s announcement.