Grand Harbour Marina plc - Acquisition of 45% shareholding in a Turkish marina

On 16 March 2011 Grand Harbour Marina plc (GHM) announced that it has approved the entry into an agreement with its majority shareholder Camper & Nicholsons Marina Investments Limited (CNMI) to acquire a 45% shareholding in Çeşme Marina Yatirim, Turizm ve Işletmeleri Anonim Şirketi (“IC Cesme”), registered under the laws of Turkey, and which owns and operates the Cesme Marina in Turkey.

GHM stated that the acquisition has been approved by the independent members of the audit committee of the Company, who, after having carefully considered their obligations in terms of the Listing Rules, concluded that this acquisition is being entered into at arms’ length and on a normal and commercial basis. Moreover GHM’s Directors who are also Directors of CNMI refrained from voting at the Board Meeting in respect of the approval of this acquisition.

GHM will be purchasing IC Cesme from CNMI for a cash consideration of approximately €1.9 million. However the total consideration is of €4.4 million with the balance being due in respect of subordinated shareholders’ loans. The transfer of shares from CNMI to GHM is subject to the approval of the competent authorities in Turkey and to the banks financing the development of the marina operated by IC Cesme. GHM is also required to guarantee IC Cesme’s bank financing of approximately €6.5 million. The remaining shareholding in IC Cesme is held by a Turkish Group named Ibrahim Cecen Investment Holding AS.

The marina operated by IC Cesme is located one hour from Turkey’s third largest city Izmir and its international airport. The marina is held by IC Cesme under a build, operate and transfer (BOT) agreement with the Turkish Ministry of Transportation, which contract expires on 22 April 2034.

The marina comprises 373 berths for yachts up to 60 meters in length and a shopping village containing some 6,000 square meters of retail space. The marina was officially opened in July 2010 and is fully operational. In less than 6 months from opening until 31 December 2010, Cesme generated revenues of €1.5 million. After finance charges, depreciation and exchange losses, Cesme made a loss of €2.5 million. CB Richard Ellis valued 100% of Cesme Marina following completion of the marina and associated retail space at €18 million as at 31 December 2010 (2009: €2.3 million). IC Cesme has so far entered into 208 annual berthing contracts representing 56% of the total berths at the marina.

The 58 units comprising the retail village are fully occupied with a mix of fixed and variable rents.

GHM will be funding this acquisition from the proceeds of last year’s bond issue.

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