Grand Harbour Marina plc - CNMI announcement regarding mandatory bid

On 4 June 2007 Camper and Nicholsons Marina Investments Ltd posted an announcement on the London Stock Exchange explaining that although it will be required to make a mandatory offer if it acquires more than 50% of Grand Harbour Marina’s (GHM) issued share capital, it firmly believes in retaining GHM as a locally listed marina company with a significant minority interest. The CNMI announcement has been reproduced below:

On 25 April 2007 CNMI announced that it had entered into conditional promises to acquire 50 per cent of GHM’s issued share capital. CNMI also announced that it had entered into conditional options to acquire a further 20 per cent of GHM’s issued share capital, exercise of which is subject among other things to the equitable price of any resultant mandatory offer obligation for the remaining 30 per cent of GHM’s shares not exceeding Lm 0.79 per GHM share. CNMI further announced that, if it was required to make a mandatory offer to acquire the remaining 30 per cent of GHM’s shares, any such offer would be at a price of not less than Lm 0.70 per GHM share.

In the light of representations received from certain GHM shareholders and others CNMI wishes to make clear that whilst it is required to make a mandatory offer to all shareholders if it acquires more than 50 per cent of GHM’s issued share capital, it believes strongly in the benefits of retaining a Maltese locally listed marina company. As a result, it welcomes the continuing participation of local investors in GHM holding a significant minority interest. In the event that the GHM Free Float falls below the 25 per cent minimum Free Float required to maintain GHM’s listing, CNMI and GHM will need to discuss the situation with Malta Financial Services Authority in order to consider whether there are grounds for GHM to seek a dispensation so as to maintain GHM’s listing on the Malta Stock Exchange. If GHM’s listing is maintained CNMI would not expect to exercise any rights it may obtain to acquire compulsorily the remaining GHM shares.”

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