Hellenic Carriers Limited, (the “Company”) (AIM: HCL), an international provider of marine transportation
services for dry bulk cargoes, today announces that the following documents are available on and can be
downloaded from the Company’s website (http://www.hellenic-carriers.com/):
- The Annual Report for the year ended 31 December 2015
- The Notice convening the Company’s Annual General Meeting (“AGM”) together with a Proxy Form and accompanying Circular to Shareholders
In accordance with the Company’s Articles of Association, a relevant Notice has been sent by post to
Annual General Meeting (AGM)
The Company will hold its AGM on 12 April 2016 at 16:00hrs local time at the Piraeus Marine Club, 51
Akti Miaouli, Piraeus 185 36, Greece.
Shareholders listed on the Company’s register of members at 18:00hrs UK time on Friday 8 April 2016
shall be entitled to participate at the AGM and vote in person or by proxy.
In addition to the ordinary business to be dealt with at the AGM, including but not limited to the approval
of the Company’s consolidated statements for 2015, and the appointment of a new Director (Apostolos
Kontoyiannis), the following special Resolutions will be proposed at the AGM to obtain Shareholder
a) The cancellation of the admission of the Company’s Ordinary Shares of US$0.001 each to
trading on the AIM market of the London Stock Exchange plc (the “Proposal” or the “Delisting”).
b) The amendment of the Company’s articles of association to (i) remove references to “AIM” and
the “City Code” and related provisions; (ii) provide that where all of the Directors except one have
a conflict of interest in relation to a matter to be determined at a Board Meeting, the nonconflicted
Director shall constitute the quorum and have the capacity to determine the relevant
matter; (iii) replace references to International Accounting Standards (IAS) with superseding
International Financial Reporting Standards (IFRS); and (iv) provide that the Company’s financial
statements shall be available to Shareholders on request rather than uploaded on the Company’s
A copy of the amended articles of association will be provided by email upon request and will also be
available for inspection at the registered office of the Company during usual business hours on any
weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM and also on the
date and at the place of the AGM.
Proposed Cancellation of Admission to Trading on AIM
On 2 March 2016 the Company announced its preliminary results for the year ended 31 December 2015
as well as the Board’s decision to propose the Delisting for Shareholder approval at the Company’s next
The Board considers this Proposal is fair and reasonable and in the best interests of the Company and
the Shareholders as a whole. The Directors therefore unanimously recommend voting in favour of the
Proposal as they intend to do in respect of their own shareholdings.
Reasons for the Delisting
As the Company reported in previous Annual Reports, the dry bulk shipping market has become
increasingly challenging, with weakening vessel charter rates and receding asset values.
The prevailing market conditions are probably the worst of the last 30 years with the Baltic Dry Index
dropping to historic lows, and average daily hire rates falling below even a vessel’s daily operating
The adverse market conditions have made Company losses unavoidable over the past few years. During
the same period, there has been a significant fall in the Company’s Ordinary Share price, resulting in a
shrinking market capitalization.
The primary objectives and perceived benefits of being quoted on a public market are to gain access to
capital and create a liquid market in the Company’s Ordinary Shares. If these objectives cannot be
achieved efficiently and cost effectively, the Board has a duty to reconsider the merits of a listing. The
Board has reached the view that the Company does not enjoy any of these benefits.
In the current financial climate as described above, and taking into account the Company’s low market
capitalization and the costs of maintaining the listing, it has become evident that it would be economically
sensible to proceed with the Delisting.
There are costs associated with maintaining the Company’s AIM listing, including the annual fees payable
to the London Stock Exchange, nominated advisor’s fees, and other related professional costs.
Cancellation of the AIM listing will significantly reduce administrative expenses and management time
required in connection with being a publicly listed company. The Board considers that reducing overhead
costs and freeing up management time so as to focus on the operation of the Company’s business in
challenging times will be beneficial for the Shareholders as a whole.
Accordingly, the Board has taken the decision to propose the cancellation of the listing of the Company’s
Ordinary Shares on AIM by seeking a Shareholder vote in this regard.
Under the AIM Rules, the Delisting can only be effected by the Company after securing a special
Resolution of Shareholders in a general meeting, whereby at least 75 per cent of the Shareholder votes
cast are in favour of such a Resolution. Following the requisite Shareholder approval having been
obtained, a period of at least 5 Business Days must pass before the Delisting can take effect.
In accordance with Rule 41 of the AIM Rules, the Company is required to inform the London Stock
Exchange of the intended cancellation, and the preferred date of cancellation at least twenty business
days prior to such cancellation. On 2 March 2016, the Company duly informed the London Stock
Exchange of the Company’s intention to seek Shareholder approval for the Delisting and has separately
informed the London Stock Exchange that its preferred cancellation date is 20 April 2016. If the
Shareholders approve the relevant Resolution during the forthcoming AGM, it is expected that trading on
AIM in the Ordinary Shares will cease at the close of business on 19 April 2016 with the Delisting
becoming effective from 7.00hrs on 20 April 2016.
Effects of Delisting on Shareholders and Corporate Governance
The principal effect of the Delisting is that Shareholders will no longer be able to buy and sell Ordinary
Shares of the Company on AIM or any other public stock market and the Company will no longer be
required to comply with the AIM Rules.
In particular, the Company will no longer be required to retain a nominated adviser and broker and the
Company will not be bound to announce to the market material events, administrative changes or
material transactions, or to announce interim or final results.
Furthermore, the Company will no longer be required to comply with corporate governance requirements
applicable to publicly listed companies, and the Company will no longer be subject to the provisions of the
Disclosure and Transparency Rules relating to the disclosure of changes in significant shareholdings in
With effect from conclusion of the AGM, it is the Company’s intention to retain one non-executive
Director. Accordingly, the Company’s existing non-executive Directors (which include the chairman of the
Board) will retire by rotation and will not stand for re-election or will resign (as applicable) and Apostolos
Kontoyiannis, subject to his election by the AGM, will be the new non-executive Director.
Trading of Ordinary Shares before and after Delisting
During the time period following the announcement on 2 March 2016 of the Company’s intention to cancel
its AIM listing, the Shareholders are entitled to sell Ordinary Shares in the market before the Delisting
takes place. However, there may not be sufficient liquidity in the market to facilitate this in all cases.
Once the Delisting has been effected, and given the difficulty in trading private company shares, the
controlling Shareholders of the Company, or any one of them, may make an offer following Delisting to
acquire Ordinary Shares, but this has not been confirmed.
It is important to note however, that following the Delisting, the UK Takeover Code will cease to apply to
the Company, and accordingly any offer made after the Delisting would not be governed by the UK
All Shareholders are advised to consult their professional advisers about their own tax position, as the
Delisting may have taxation consequences for Shareholders.
About Hellenic Carriers Limited
Hellenic Carriers Limited operates through its subsidiaries a fleet of dry bulk vessels (one Panamax, two
Supramax and two Kamsarmax vessels with an aggregate carrying capacity of 340, 055 dwt and a
weighted average age of 10.4 years) that transport iron ore, coal, grain, steel products, cement, alumina,
and other dry bulk cargoes worldwide.
Hellenic Carriers is listed on the AIM of the London Stock Exchange under ticker HCL.