Filed pursuant to Rule 424(b)(3)
Registration No. 333-170755
Prospectus Supplement No. 1
(to Prospectus dated April 1, 2011)
This Prospectus Supplement No. 1 supplements and amends the information contained in our prospectus dated April 1, 2011, as amended or supplemented from time to time, relating to offers and sales from time to time by the persons identified in the prospectus of up to 6,117,389 currently outstanding common shares, par value $0.004 per share, which we refer to as our common shares. We refer to each person that may sell shares under the prospectus, as amended or supplemented from time to time, as a selling shareholder. The prospectus does not cover the issuance of any of our common shares by us and we will receive no proceeds from the sale of any of our common shares by the selling shareholders.
Our common shares are listed on the Nasdaq Global Market under the symbol “GLBS.” The closing price of our common shares on the Nasdaq Global Market on May 5, 2011 was $8.95. The offering price of our common shares may be at prevailing market prices or at fixed or negotiated prices. The selling shareholders will receive all of the net proceeds from the sale of our common shares. We will pay all expenses incurred in connection with the registration of our common shares covered by the prospectus, as amended or supplemented from time to time.
This Prospectus Supplement No. 1 is being filed to include the information set forth in the Reports of Foreign Private Issuer on Form 6-K filed on May 6, 2011 and May 9, 2011, which are set forth below. This Prospectus Supplement No. 1 should be read in conjunction with the prospectus dated April 1, 2011, which is to be delivered with this Prospectus Supplement No. 1. Any statement contained in the prospectus filed prior to the date hereof shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement No. 1 modifies or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute a part of the prospectus except as modified or superseded by this Prospectus Supplement No. 1.
Investing in our common shares involves a high degree of risk. See “Risk Factors” on page 5 of the prospectus for information that should be considered by prospective investors.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement No. 1 or the accompanying prospectus. Any representation to the contrary is a criminal offense.
NO UNDERWRITER HAS BEEN ENGAGED TO FACILITATE THE SALE OF OUR COMMON SHARES PURSUANT TO THE PROSPECTUS, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME.
The date of this Prospectus Supplement No. 1 is May 9, 2011.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2011
Commission File Number: 001-34985
Globus Maritime Limited
(Translation of registrant’s name into English)
128 Vouliagmenis Avenue, 3rd Floor, Glyfada, Athens, Greece, 166 74
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXHIBIT INDEX
| 99.1 | Press release dated May 6, 2011: Globus Maritime Limited Reports Financial Results for the Three-Month Period Ended March 31, 2011, and Declares Quarterly Cash Dividend of $0.16 per Share. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2011
| GLOBUS MARITIME LIMITED | |||
| By: | /s/ Elias S. Deftereos | ||
| Name: | Elias S. Deftereos | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
GLOBUS MARITIME LIMITED
Globus Maritime Limited Reports Financial Results for the Three-Month Period Ended March 31, 2011, and Declares Quarterly Cash Dividend of $0.16 per Share.
Athens, Greece, May 6, 2011 - Globus Maritime Limited ("Globus," the “Company," “we,” or “our”), (NASDAQ: GLBS), a dry bulk shipping company, reported today its unaudited consolidated operating and financial results for the three-month period ended March 31, 2011.
The Company also declared a quarterly cash dividend of $0.16 per share for the three-month period ended March 31, 2011. This is the third quarterly cash dividend declared by the Company’s Board of Directors since the listing of its common shares on the NASDAQ Global Market in November 2010. Prior to listing on the NASDAQ, the Company’s shares traded on the Alternative Investment Market of the London Stock Exchange from June 2007 to November 2010.
Summary results of the first quarter 2011 (“Q1-11”) versus the first quarter 2010 (“Q1-10”)
| · | Revenue of $8.5 million versus $5.8 million, an increase of 47%; |
| · | Net Revenue of $7.5 million versus $5.3 million, an increase of 42%; |
| · | Adjusted EBITDA of $4.9 million versus $3.2 million, an increase of 53%; adjusted EBITDA is further defined below and is not in accordance with generally accepted accounting principles (“GAAP”) measure. See “Selected Consolidated Financial & Operating Data” below for a reconciliation of non-GAAP financial measures; |
| · | Total comprehensive income of $2.2 million versus $0.5 million, an increase of 340%; |
| · | Basic earnings per share of $0.30, calculated on 7,289,688 weighted average number of shares compared to $0.06, calculated on 7,239,264 weighted average number of shares; |
| · | An average of 5.0 vessels were owned and operated during Q1-11 compared to 3.0 vessels owned and operated during Q1-10. Average Time Charter Equivalent (“TCE”) for Q1-11 was $18,012 per day compared to $19,429 per day for Q1-10; and |
| · | Fleet utilization was 99.5% versus 96.7%; fleet utilization is further defined below. |
Dividend Declaration
For the three-month period ended March 31, 2011, the Company declared a cash dividend on its common shares of $0.16 per share, payable on or about May 31, 2011 to shareholders of record on May 17, 2011.
The Company has 7,289,688 shares of common shares issued and outstanding as of today.
The Board of Directors of the Company is continuing a policy of paying out a portion in excess of 50% of the net income of the previous quarter, subject to any reserves the Board of Directors may from time to time determine is required. The declaration and payment of dividends, if any, will always be subject to the discretion of the Board of Directors of the Company. The timing and amount of any dividends declared will depend on, among other things: our earnings, financial condition and anticipated cash requirements and availability, additional acquisitions of vessels, restrictions in our debt arrangements, the provisions of Marshall Islands law affecting the payment of distributions to shareholders, required capital and drydocking expenditures, reserves established by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additional borrowings or future issuances of securities and other factors, many of which will be beyond our control. We can give no assurance that dividends will be paid in the future.
Fleet Development
On December 31, 2010, Globus’ subsidiaries owned five dry bulk carriers, consisting of three Supramaxes, one Panamax and one Kamsarmax, with a weighted average age of approximately 4.0 years and a total carrying capacity of 319,913 DWT.
In March 2011, a new subsidiary of Globus agreed to purchase from an unaffiliated third party, subject to certain conditions, a 58,790 DWT 2007-built Supramax dry bulk vessel for $30.3 million, with an attached time charter at the gross daily rate of $16,000 until the first quarter of 2015. The vessel is expected to be delivered during the third quarter of 2011. We expect to name it the “Sun Globe.”
In May 2011, a new subsidiary of Globus agreed to purchase from an unaffiliated third party, subject to certain conditions, a 74,432 DWT 2005-built Panamax dry bulk vessel for $31.4 million. The vessel is expected to be delivered during the third quarter of 2011, and will be time chartered back to a Gleamray Maritime Inc. guaranteed nominee at the net daily rate of $18,000 until the third quarter of 2013. We expect to name it the “Moon Globe.”
Upon the expected completion of these two acquisitions, the Company’s fleet will expand to seven modern dry bulk carriers with a total carrying capacity of 453,135 DWT and a weighted average age of 4.8 years as of September 30, 2011.
Current Fleet Profile
| Vessel | Year Built | Yard | Type | Month/Yr Delivered | DWT | FLAG |
| Tiara Globe | 1998 | Hudong Zhonghua | Panamax | Dec 2007 | 72,928 | Marshall Is. |
| River Globe | 2007 | Yangzhou Dayang | Supramax | Dec 2007 | 53,627 | Marshall Is. |
| Sky Globe | 2009 | Taizhou Kouan | Supramax | May 2010 | 56,785 | Marshall Is. |
| Star Globe | 2010 | Taizhou Kouan | Supramax | May 2010 | 56,785 | Marshall Is. |
| Jin Star | 2010 | Jiangsu Eastern | Kamsarmax | June 2010 | 79,788 | Panama |
| W. Average Age | 4.2 | Years at 3/31/2011 | 319,913 |
Fleet Deployment as of the date of this release
The Supramax “Star Globe” was previously on time charter with Transgrain Shipping until April 2011, at the gross rate of $22,000 per day. The vessel is currently trading on the spot market.
Employment Profile
| Vessel | Charterer | Charter Expiration Date (Earliest) | Type | Gross Daily rate |
| Tiara Globe | Transgrain Shipping | Jan 2012 | Time charter | $20,000 |
| River Globe | Spot | n/a | Spot | n/a |
| Sky Globe | Spot | n/a | Spot | n/a |
| Star Globe | Spot | n/a | Spot | n/a |
| Jin Star | Eastern Media International and Far Eastern Silo & Shipping | Jan 2015 | Bareboat | $14,250 |
Management Commentary
George Karageorgiou, Chief Executive Officer of Globus, stated:
"During the early part of 2011, we contracted to expand the size of our fleet with our planned accretive acquisition of two modern vessels. Both vessels come with charter coverage, which we expect will enhance our cash flow stability and visibility. We are pleased to report that we have received indicative terms for bank financing, subject to customary documentation, up to 65% of the market value of these two vessels at the time of delivery.
We are happy to report a net income of $2.2 million for the first quarter of 2011, compared to $0.5 million in 2010. We consider this a solid performance, produced against a backdrop of weakening charter rates and the global economic turmoil during the period.”
Elias Deftereos, Chief Financial Officer of Globus, added:
“Our results for the reporting period reflect the larger size of our fleet, as well as the continued volatility of market conditions.
Our Company is in a strong financial condition. As of today, total bank debt outstanding is $96.2 million, while our restricted and unrestricted cash balances exceed $21.5 million, excluding the $6.1 million placed on deposit for the two vessel acquisitions. We anticipate that the market will present us with attractive opportunities, given our strong balance sheet, and we will gradually seek to take advantage of these, grow the earnings capacity of Globus and thus generate value for our shareholders.”
Results of Operations
Three-month period ended March 31, 2011 compared to the three-month period ended March 31, 2010
During the first quarter of 2011, we had an average of 5.0 dry bulk vessels in our fleet, compared to an average of 3.0 dry bulk vessels in the same period in 2010.
Revenue
Revenue during Q1-11 reached $8.5 million, compared to $5.8 million during Q1-10, an increase of 47%. The increase is primarily attributable to the increase in the number of vessels in our fleet. For the same reason, net revenues during the three-month period ended March 31, 2011 increased by $2.2 million, or 42%, and reached $7.5 million, compared to $5.3 million during the equivalent period in 2010.
Voyage expenses
Voyage expenses increased by $0.5 million, or 100%, to $1.0 million during the three-month period ended March 31, 2011, compared to $0.5 million during the three-month period ended March 31, 2010. This increase is mainly attributable to the increase in our revenues and the size of our fleet.
Vessel operating expenses
Vessel operating expenses increased by $0.3 million, or 23%, to $1.6 million during Q1-11, compared to $1.3 million during Q1-10. This increase is attributable to the increase in the size of our fleet. The breakdown of our operating expenses for the three-month period ended March 31, 2011 and 2010 was as follows:
2011 | 2010 | |||||||
Crew expenses | 53 | % | 50 | % | ||||
Repairs and spares | 14 | % | 18 | % | ||||
Insurance | 11 | % | 11 | % | ||||
Stores | 14 | % | 11 | % | ||||
Lubricants | 5 | % | 7 | % | ||||
Other | 3 | % | 2 | % | ||||
Average daily operating expenses were $4,397 during the three-month period ended March 31, 2011, compared to $4,709 during the three-month period ended March 31, 2010, representing a decrease of 7%.
Depreciation
Depreciation increased by $1.0 million, or 77%, to $2.3 million during Q1-11, compared to $1.3 million during Q1-10. This increase is a direct result of the increase in the number of vessels in our fleet.
Gain/loss on derivative financial instruments
The valuation of our two interest rate swaps at the end of each quarter is affected by the prevailing interest rates at that time. On March 31, 2011, the two interest rate swap agreements (for $25 million in total, or 26% of our total debt outstanding of $96.2 million) were recorded at fair market value, which is the amount that would be paid by us or to us should those instruments be terminated. A $0.1 million non-cash unrealized gain was recorded for the three-month period ended March 31, 2011, compared to $0.2 million non-cash unrealized loss during the three-month period ended March 31, 2010, a result of the change in the fair market value of the interest rate swaps.
Foreign exchange gains/losses, net
Foreign exchange gains were $7,000 during the three-month period ended March 31, 2011, compared to a loss of $0.8 million during the three-month period ended March 31, 2010. Foreign currency exchange losses during the three-month period ended March 31, 2010 resulted primarily from the change in fair value of cash deposits in Euro, as well as currency exchanges to pay for vessel operating expenses and general and administrative expenses, a portion of which were in currencies other than the U.S. dollar.
Liquidity and capital resources
During the first quarter of 2011, we repaid the regular debt instalment of $0.5 million to one of our two banks. The scheduled bank debt repayments to our two banks in 2011 and 2012 are $10.5 and $11.0 million respectively.
As of March 31, 2011, our cash and bank balances and bank deposits were $23.8 million and our outstanding debt was $96.2 million, while no amount remained undrawn.
Net cash used in investing activities during the three-month period ended March 31, 2011 was $3.0 million being the 10% deposit for the acquisition of the Supramax vessel “Sun Globe” compared to net cash generated from investing activities of $33.3 million during the three-month period ended March 31, 2010 attributable to $33.0 million generated from the sale of the m/v Sea Globe and the m/v Coral Globe and $0.3 million interest received on our cash balances.
A 10% deposit in the amount of $3.1 million was placed in May 2011 in connection with the acquisition of the Panamax vessel “Moon Globe.”
We have received from a number of banks indicative terms for bank financing, subject to customary documentation, up to 65% of the market value of these two vessels at the time of delivery.
Scheduled vessel repairs
The “Tiara Globe” was drydocked during the three-month period ended March 31, 2011.
Conference Call details
The Company’s management team will host a conference call and simultaneous internet webcast to discuss these results on Monday, May 9, 2011, at 9:00 am Eastern Time.
Conference Call details:
Investors may access the webcast by visiting the Company’s website at www.globusmaritime.gr and clicking on the webcast link. Participants may also dial into the call 10 minutes prior to the scheduled time using the following numbers: 1-866-819-7111 (from the US), 0800-953-0329 (from the UK), 00800-4413-1378 (from Greece), or +44 (0)1452-542-301 (all other callers). Please quote “Globus Maritime.”
A replay of the conference call will be available until May 16, 2011 by dialling 1-866-247-4222 (from the US), 0800-953-1533 (from the UK), or +44(0)1452 550-000 (all other callers). Access Code: 36407079#. In addition, a replay of the webcast will be available on the Company’s website at www.globusmaritime.gr.
SELECTED CONSOLIDATED FINANCIAL & OPERATING DATA
| Three Months Ended March 31, | ||||||||
| (Unaudited) | ||||||||
| (in thousands of U.S. dollars, except per share data) | 2011 | 2010 | ||||||
| Statement of comprehensive income data: | ||||||||
| Revenue | 8,461 | 5,827 | ||||||
| Voyage expenses | (995 | ) | (484 | ) | ||||
| Net Revenue (1) | 7,466 | 5,343 | ||||||
| Vessels operating expenses | (1,583 | ) | (1,295 | ) | ||||
| Depreciation | (2,273 | ) | (1,278 | ) | ||||
| Depreciation of dry docking costs | (3 | ) | (129 | ) | ||||
| Administrative expenses | (549 | ) | (499 | ) | ||||
| Administrative expenses payable to related parties | (277 | ) | (279 | ) | ||||
| Share-based payments | (90 | ) | (77 | ) | ||||
| Gain on sale of vessels | - | 7 | ||||||
| Other expenses, net | (45 | ) | (6 | ) | ||||
| Operating profit before financial activities | 2,646 | 1,787 | ||||||
| Interest income from bank balances & deposits | 15 | 197 | ||||||
| Interest expense and finance costs | (585 | ) | (585 | ) | ||||
| Gain/(loss) on derivative financial instruments | 99 | (172 | ) | |||||
| Foreign exchange gains/(losses), net | 7 | (768 | ) | |||||
| Total loss from financial activities | (464 | ) | (1,328 | ) | ||||
| Total comprehensive income for the period | 2,182 | 459 | ||||||
| Basic earnings per share for the period | 0.30 | 0.06 | ||||||
| Diluted earnings per share for the period | 0.30 | 0.06 | ||||||
| Adjusted EBITDA (2) | 4,922 | 3,187 | ||||||
(1) Net Revenue is computed by subtracting voyage expenses from revenue. Net Revenue is not a recognized measurement under international financial reporting standards (“IFRS”) and should not be considered as an alternative or comparable to net income.
(2) Adjusted EBITDA represents net earnings before interest and finance costs net, gains or losses from the change in fair value of derivative financial instruments, foreign exchange gains or losses, income taxes, depreciation, depreciation of drydocking costs, impairment and gains or losses on sale of vessels. Adjusted EBITDA does not represent and should not be considered as an alternative to total comprehensive income/(loss) or cash generated from operations, as determined by IFRS, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is not a recognized measurement under IFRS.
Adjusted EBITDA is included herein because it is a basis upon which we assess our financial performance and because we believe that it presents useful information to investors regarding a company’s ability to service and/or incur indebtedness and it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:
| Ø | Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; |
| Ø | Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; |
| Ø | Adjusted EBITDA does not reflect changes in or cash requirements for our working capital needs; and |
| Ø | other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business.
The following table sets forth a reconciliation of total comprehensive income to Adjusted EBITDA (unaudited) for the periods presented:
| Three Months Ended March 31, | ||||||||
| (Expressed in thousands of U.S. Dollars) | (Unaudited) | |||||||
| 2011 | 2010 | |||||||
| Total comprehensive income for the period | 2,182 | 459 | ||||||
| Interest and finance costs, net | 570 | 388 | ||||||
| (Gain)/loss on derivative financial instruments | (99 | ) | 172 | |||||
| Foreign exchange (gain)/losses | (7 | ) | 768 | |||||
| Depreciation | 2,273 | 1,278 | ||||||
| Depreciation of drydocking costs | 3 | 129 | ||||||
| (Gain) on sale of vessels | - | (7 | ) | |||||
| Adjusted EBITDA (unaudited) | 4,922 | 3,187 | ||||||
| (Expressed in thousands of U.S. Dollars) | As of March 31, | As of December 31, | ||||||
| 2011 | 2010 | |||||||
| (Unaudited) | ||||||||
| Statement of financial position data: | ||||||||
| Total non-current assets | 192,803 | 191,556 | ||||||
| Total current assets | 26,833 | 26,896 | ||||||
| Total assets | 219,636 | 218,452 | ||||||
| Total equity | 118,894 | 117,788 | ||||||
| Total non-current liabilities | 84,913 | 85,388 | ||||||
| Total current liabilities | 15,829 | 15,276 | ||||||
| Total equity and liabilities | 219,636 | 218,452 | ||||||
| Three Months Ended March 31, | ||||||||
| (Expressed in thousands of U.S. Dollars) | (Unaudited) | |||||||
| 2011 | 2010 | |||||||
| Statement of cash flow data: | ||||||||
| Net cash generated from operating activities | 4,385 | 3,465 | ||||||
| Net cash (used in)/generated from investing activities | (3,026 | ) | 33,333 | |||||
| Net cash used in financing activities | (2,209 | ) | (22,447 | ) | ||||
| Three Months Ended March 31, | ||||||||
| 2011 | 2010 | |||||||
| Ownership days (1) | 450 | 275 | ||||||
| Available days (2) | 436 | 275 | ||||||
| Operating days (3) | 434 | 266 | ||||||
| Bareboat charter days (4) | 90 | - | ||||||
| Fleet utilization (5) | 99.5 | % | 96.7 | % | ||||
| Average number of vessels (6) | 5.0 | 3.0 | ||||||
| Daily time charter equivalent (TCE) rate (7) | $ | 18,012 | $ | 19,429 | ||||
| Daily operating expenses (8) | $ | 4,397 | $ | 4,709 | ||||
(1) Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us.
(2) Available days are the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys.
(3) Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances.
(4) Bareboat charter days are the aggregate number of days in a period during which the vessels in our fleet are subject to a bareboat charter.
(5) We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period.
(6) Average number of vessels is measured by the sum of the number of days each vessel was part of our fleet during a relevant period divided by the number of calendar days in such period.
(7) TCE rates are our revenue less net revenue from our bareboat charters less voyage expenses during a period divided by the number of our available days during the period excluding bareboat charter days, which is consistent with industry standards. TCE is a measure not in accordance with GAAP.
(8) We calculate daily vessel operating expenses by dividing vessel operating expenses by ownership days for the relevant time period excluding bareboat charter days.
The following table reflects the calculation of our daily TCE rates for the three months ended March 31, 2011 and 2010.
| Three Months Ended March 31, | ||||||||
| (Expressed in thousands of U.S. Dollars, except number of days and TCE rates) | (Unaudited) | |||||||
| 2011 | 2010 | |||||||
| Revenue | $ | 8,461 | $ | 5,827 | ||||
| Less: Voyage expenses | $ | 995 | $ | 484 | ||||
| Less: bareboat charter net revenue | $ | 1,234 | $ | - | ||||
| Net revenue excluding bareboat charter net revenue | $ | 6,232 | $ | 5,343 | ||||
| Available days net of bareboat charter days | 346 | 275 | ||||||
| Daily TCE rate | $ | 18,012 | $ | 19,429 | ||||
About Globus Maritime Limited
Globus is an integrated dry bulk shipping company that provides marine transportation services worldwide and presently owns, operates and manages a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Globus’ subsidiaries own and operate five vessels with a weighted average age of 4.2 years as of March 31, 2011, and a total carrying capacity of 319,913 DWT. Globus has contracted to acquire another two dry bulk vessels expected to be delivered during the third quarter of 2011.
Safe Harbor Statement
This communication contains “forward-looking statements” as defined under U.S. federal securities laws. Forward-looking statements provide Globus’ current expectations or forecasts of future events. Forward-looking statements include statements about Globus’ expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Globus’ actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Globus’ filings with the Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Globus undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Globus describes in the reports it will file from time to time with the Securities and Exchange Commission after the date of this communication.
For further information please contact:
| Globus Maritime Limited | +30 210 960 8300 |
| Elias Deftereos, CFO | deftereos@globusmaritime.gr |
| Capital Link – New York | +1 212 661 7566 |
| Nicolas Bornozis | globus@capitallink.com |
| Matthew Abenante |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2011
Commission File Number: 001-34985
Globus Maritime Limited
(Translation of registrant’s name into English)
128 Vouliagmenis Avenue, 3rd Floor Glyfada, Athens, Greece, 166 74
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On May 5, 2011, Globus Maritime Limited, Credit Suisse AG, Elysium Maritime Limited, Devocean Maritime Ltd., Dulac Maritime S.A., Domina Maritime Ltd. and Globus Shipmanagement Corp. entered into a Sixth Supplemental Agreement relating to the credit facility dated as of November 26, 2007, as supplemented from time to time. A copy of the Sixth Supplemental Agreement is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Exhibit | |||
| 99.1 | Sixth Supplemental Agreement to Facility Agreement dated May 5, 2011 | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 9, 2011
| GLOBUS MARITIME LIMITED | |||
| By: | /s/ Elias S. Deftereos | ||
| Name: | Elias S. Deftereos | ||
| Title: | Chief Financial Officer | ||
EXHIBIT 99.1
Supplemental Agreement
Date: 5 May 2011
| 1 | Reference is made to the facility agreement dated 26 November 2007 (the “Original Agreement”) made between Globus Maritime Limited (the “Borrower”) and Credit Suisse AG (formerly known as Credit Suisse) (the “Bank”), as amended by (a) a supplemental agreement dated 12 March 2009, made between the Borrower, Devocean Maritime Ltd. and Elysium Maritime Limited (together the “Initial Owners”), Eleanor Maritime Limited (the “Island Globe Owner”), Globus Shipmanagement Corp. (the “Manager”) and the Bank (the “First Supplemental Agreement”), (b) a second supplemental agreement dated 18 August 2009, made between the Borrower, the Initial Owners, the Island Globe Owner, the Manager and the Bank (the “Second Supplemental Agreement”), (c) a third supplemental agreement dated 17 May 2010, made between the Borrower, the Initial Owners, the Island Globe Owner, Domina Maritime Ltd. (the “Sky Globe Owner”), the Manager and the Bank (the “Third Supplemental Agreement”), (d) a fourth supplemental agreement dated 21 May 2010 made between the Borrower, the Initial Owners, the Sky Globe Owner, Dulac Maritime S.A. (the “Star Globe Owner”), the Manager and the Bank (the “Fourth Supplemental Agreement”) and (e) a fifth supplemental agreement dated 12 November 2010 made between the Borrower, the Initial Owners, the Sky Globe Owner, the Star Globe Owner, the Manager and the Bank (the “Fifth Supplemental Agreement” and together with the Original Agreement, the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement and the Fourth Supplemental Agreement, the “Facility Agreement”), pursuant to which the Bank agreed to make available to the Borrower a reducing revolving credit facility of (originally) up to One hundred and twenty million United States Dollars ($120,000,000) upon the terms and conditions set out therein. |
| 2 | Words and expressions defined in the Facility Agreement shall have the same meanings when used herein. |
| 3 | Following the Borrower’s relevant request, it is hereby agreed that the Facility Agreement shall be (and is hereby) amended as follows with effect on the date of this Agreement, but subject to the conditions of paragraph 4 below: |
| 3.1 | by inserting in the correct alphabetical order in clause 1.2 of the Facility Agreement, the following new definition of “Six Month Debt Service”: |
““Six Month Debt Service” means, on any relevant day, the sum determined by the Bank in its sole discretion to be the aggregate of (i) the total principal amount of all Borrowed Money and (ii) interest accruing thereon, payable by all members of the Group and which falls due in the six (6) month period commencing on such day;”; |
| 3.2 | by deleting clause 8.3.6 of the Facility Agreement in its entirety and by replacing it with the following new clause 8.3.6: |
| “8.3.6 | Share capital and distribution purchase or otherwise acquire for value any shares of its capital or declare or pay any dividends or distribute any of its present or future assets, undertaking, rights or revenues to any of its shareholders provided however that the Borrower may declare or pay dividends to its shareholders if no Default shall have occurred at the time of declaration or payment of such dividends nor would occur as a result of the declaration or payment of such dividends;”; and |
| 3.3 | by deleting paragraph 8.4.1(b) of the Facility Agreement in its entirety and by replacing it with the following new paragraph 8.4.1(b): |
| “(b) | Liquidity it maintains at the end of each Accounting Period and at all other times during the Security Period, Consolidated Cash and Cash Equivalents in an amount which is not less than the higher of: (i) $10,000,000; and (ii) Six Month Debt Service.”. |
| 4 | The Bank hereby confirms its consent to the above amendments to the Facility Agreement on condition that: |
| (a) | the Borrower and each Security Party shall have confirmed their agreement and consent to the arrangements of this Agreement by counter-signing this Agreement by signatories acceptable to the Bank in all respects; |
| (b) | there shall have been delivered to the Bank, such corporate authorisations or other evidence of the authority of the Borrower and the other Security Parties in relation to the execution of this Agreement, in a form acceptable to the Bank in all respects; and |
| (c) | the Borrower shall pay to the Bank on the date of this Agreement an amendment fee of Ten thousand Dollars ($10,000), |
| and, with effect on and from the date when the Bank advises the Borrower that it is satisfied that the conditions referred to in paragraphs 4(a), 4(b) and 4(c) above have been met, the Facility Agreement shall be hereby amended (and deemed amended) in accordance with the changes referred to in paragraph 3 above. |
| 5 | This Agreement is supplemental to the Facility Agreement and the Facility Agreement and this Agreement shall be read and construed together as one instrument. Consequently, this Agreement is a “Security Document” for the purposes of the Facility Agreement and failure by the Borrower to comply with its obligations under this Agreement shall constitute an Event of Default under the Facility Agreement. |
| 6 | Save as amended by this Agreement, all other terms of the Facility Agreement remain unchanged. |
| 7 | This Agreement and any non-contractual obligations in connection with this Agreement are governed by, and shall be construed in accordance with, English law. |
EXECUTED as a DEED | ) | |
| by Elias S. Deftereos | ) | /s/ Elias S. Deftereos |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| GLOBUS MARITIME LIMITED | ) | |
| in the presence of: | ) | |
| /s/ Ekaterini Tano | ||
| Witness | ||
Name:Ekaterini Tano | ||
| Norton Rose LLP | ||
| Trainee Solicitor | ||
EXECUTED as a DEED | ) | |
| by | ) | /s/ Stephan Schürch /s/ George Tzelepis |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| CREDIT SUISSE AG | ) | |
| in the presence of: | ) | |
| /s/ Natalie Kranz | ||
| Witness | ||
Name: Natalie Kranz Credit Suisse AG | ||
EXECUTED as a DEED | ) | |
| by Elias Deftereos | ) | /s/ Elias Deftereos |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| ELYSIUM MARITIME LIMITED | ) | |
| in the presence of: | ) | |
| /s/ Ekaterini Tano | ||
| Witness | ||
Name: Ekaterini Tano Norton Rose LLP Trainee Solicitor | ||
EXECUTED as a DEED | ) | |
| by Elias Deftereos | ) | /s/ Elias Deftereos |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| DEVOCEAN MARITIME LTD. | ) | |
| in the presence of: | ) | |
| /s/ Ekaterini Tano | ||
| Witness | ||
Name: Ekaterini Tano Norton Rose LLP Trainee Solicitor |
EXECUTED as a DEED | ) | |
| by Elias Deftereos | ) | /s/ Elias Deftereos |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| DULAC MARITIME S.A. | ) | |
| in the presence of: | ) | |
| /s/ Ekaterini Tano | ||
| Witness | ||
Name: Ekaterini Tano Norton Rose LLP Trainee Solicitor | ||
EXECUTED as a DEED | ) | |
| by Elias Deftereos | ) | /s/ Elias Deftereos |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| DOMINA MARITIME LTD. | ) | |
| in the presence of: | ) | |
| /s/ Ekaterini Tano | ||
| Witness | ||
Name: Ekaterini Tano Norton Rose LLP Trainee Solicitor | ||
EXECUTED as a DEED | ) | |
| by Elias Deftereos | ) | /s/ Elias Deftereos |
| duly authorised for and on behalf of | ) | Attorney-in-Fact |
| GLOBUS SHIPMANAGEMENT CORP. | ) | |
| in the presence of: | ) | |
| /s/ Ekaterini Tano | ||
| Witness | ||
Name: Ekaterini Tano Norton Rose LLP Trainee Solicitor: |