Sinotrans takes a stake in InterBulk
Proposed Placing of 165 million New Ordinary Shares at 11 pence per New Ordinary Share, Approval of waiver of Rule 9 of the City Code and Notice of General Meeting
InterBulk, a leading provider of intermodal logistics solutions to the chemical, polymer, food and mineral industries, is pleased to announce the conditional Placing of 165 million New Ordinary Shares at 11 pence per New Ordinary Share (the "Placing Price") raising gross proceeds of £18.15 million by way of a cash box placing (the "Placing"). The New Ordinary Shares have been conditionally placed with Sinotrans (HK) Logistics Limited ("Sinotrans HKL"), a wholly owned subsidiary of Sinotrans Limited ("Sinotrans").
The net proceeds of the Placing will be used to repay approximately half of the most expensive tranche of the Company's debt which carries a bank interest margin of LIBOR plus 12 per cent.
The Company is also pleased to announce that, conditional upon the completion of the Placing, it has agreed revised banking facilities with its principal lender, the Bank of Scotland, which includes a reclassification of £5.1 million of existing mezzanine debt to a Term B loan and several other improvements.
Highlights of the Placing and associated arrangements are:
· The Placing Price represents a premium of approximately 184 per cent. to the closing mid-market price of 3.875 pence per Ordinary Share as at 19 May 2011, the last dealing day prior to this announcement
· The debt repayment and revisions to the banking facilities will have a significant positive impact on both the Company's leverage, reducing net debt by approximately 16 per cent., and its cost of debt, achieving an annualised reduction in interest expense of approximately £2.8 million
· InterBulk now has a strong partner to accelerate the delivery of its growth strategy in the Chinese and wider Asian market. On completion of the Placing, Sinotrans will own 35.3 per cent. of the enlarged share capital of InterBulk.
InterBulk's growth strategy clearly identifies China as a major opportunity owing to the fast growing chemical production and consumption in the country. Sinotrans and the Company have, over the last few years, worked together on a number of domestic Chinese chemical logistics projects.
Sinotrans is a leading logistics service provider in China, whose principal activities include freight forwarding, shipping agency, marine transportation and storage and terminal services. Sinotrans was listed on the Hong Kong Stock Exchange in 2002 and is a 57.93 per cent. owned subsidiary of Sinotrans & CSC Holdings Co., Limited. The InterBulk Board believes that it has secured an investment which will greatly strengthen the Company and at the same time has identified a strong partner for the development of the Chinese and wider Asian markets.
The Placing is conditional inter alia upon the resolutions being passed at the General Meeting of the Company and clearance being obtained from the German competition authorities. The Company has received irrevocable undertakings to vote in favour of the Resolutions at its General Meeting from certain Shareholders representing approximately 58.22 per cent. of its Existing Share Capital.
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM, subject to, inter alia, the above conditions being satisfied. Subject to Admission becoming effective, dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 8 June 2011.
David Rolph, Non-Executive Chairman of InterBulk, said: "We are very pleased to be able to announce such a positive transaction for InterBulk and its Shareholders. Not only is this Placing being effected at a substantial premium to the current share price, but it also allows the Company to pay down some of its most expensive debt and renegotiate its remaining banking facilities.
"In addition to the clear substantial financial benefits of the Placing, Sinotrans is a leading player in the Asian market and this relationship gives InterBulk a fantastic opportunity to drive forward our strategy in that important growth market."
For further information, please contact:
InterBulk Group Plc
+44 1355 575 000
David Rolph, Non-Executive Chairman
Koert van Wissen, Chief Executive Officer
Scott Cunningham, Finance Director
Arbuthnot Securities Limited
+44 20 7012 2000
Tom Griffith
Rebecca Gordon
Ed Groome
Buchanan Communications
+44 20 7466 5000
Charles Ryland
Jeremy Garcia
Gabriella Clinkard
Shareholders are informed that a circular in relation to the Placing (the "Circular") is expected to be posted to Shareholders today, together with a notice convening the General Meeting at which the approval of Shareholders will be sought for the approval of a waiver of Rule 9 of the City Code and the authority to allot New Ordinary Shares pursuant to the Placing. A copy of the Circular will shortly be available from the Company's website: www.interbulkgroup.com.
In this announcement, unless the context otherwise requires or provides, capitalised terms have the meanings as in the Circular and as set out below.
Expected timetable of principal events
2011
Publication of the Circular
20 May
Latest time and date for receipt of Forms of Proxy
11.30 a.m. on 3 June
General Meeting
11.30 a.m. on 7 June
Admission and dealings in New Ordinary Shares expected to commence on AIM
8.00 a.m. on 8 June
Despatch of share certificates
by 16 June






