Rickmers Maritime Seeks Whitewash Resolutions

Rickmers Maritime is currently seeking the approval from its independent unitholders for the waiver of their rights to receive a mandatory general offer from Polaris Shipmanagement Company (“Polaris”) – a company controlled by the sponsor Rickmers Group. The Singapore-listed shipping trust had earlier agreed to acquire a 4,250 TEU vessel under construction from Polaris at the time of its IPO last April. The purchase price is capped at $80.48 million which comprises a fixed cash portion of $47.04 million and a non-cash portion to be satisfied by the issuance of common units to Polaris of up to 33.438 million units. Rickmers Maritime will only be obliged to issue 33.438 million units to Polaris even if the aggregate value of the units is less than USD 33.438 million. The issuance of the common units as part satisfaction of the purchase price will however result in Rickmers Group holding more than 30 percent of the shipping trust that would require the German shipowner to make a mandatory take-over offer for all issued units of Rickmers Maritime under Rule 14 of the Singapore Code on Takeovers and Mergers. The Securities Industry Council of Singapore will grant an exemption to the mandatory take-over subject to the fulfillment of certain conditions. For instance, Rickmers Maritime is required to appoint an independent financial advisor for its independent unitholders and the majority of the unitholders must approve the resolution to waive their rights by way of a poll.

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