Transaction valuation*
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Amount of filing fee**
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$41,786,730
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$4,788.76
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*
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Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the purchase of a total of 4,137,300 common stock of Nautilus Marine Acquisition Corp., par value $0.0001, at the tender offer price of $10.10 per share.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act, as modified by Fee Rate Advisory No. 3 for fiscal year 2012, equals $114.60 per million dollars of the transaction valuation.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: Not applicable
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Filing Party: Not applicable
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Form or Registration No.: Not applicable
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Date Filed: Not applicable
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨ |
Item 1.
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Summary Term Sheet.
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Item 2.
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Subject Company Information.
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Item 3.
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Identity and Background of Filing Person.
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Name
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Position
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Prokopios (Akis) Tsirigakis
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Chairman of the Board, Co-Chief Executive Officer and President
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George Syllantavos
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Co-Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
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Nicolas Bornozis
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Director
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Alexandros Argyros
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Director
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Stylianos (Stelios) Anastopoulos
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Director
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Item 4.
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Terms of the Transaction.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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Item 7.
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Source and Amount of Funds or Other Consideration.
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Item 8.
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Interest in Securities of the Subject Company.
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Item 9.
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Persons/Assets, Retained, Employed, Compensated or Used.
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Item 10.
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Financial Statements.
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Item 11.
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Additional Information.
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Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated December 7, 2012.
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(a)(1)(B)*
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Letter of Transmittal To Tender Common Shares.
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(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(5)(A)*
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Press Release dated December 7, 2012. | |
(a)(5)(B)*
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Investor Presentation dated December 7, 2012. | |
(d)(1)
|
Underwriting Agreement, dated July 14, 2011, by and between Nautilus Marine Acquisition Corp. and Maxim Group, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(2)
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Warrant Agreement dated July 20, 2011, by and between American Stock Transfer & Trust Company and Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(3)
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Investment Management Trust Agreement dated July 14, 2011, by and between American Stock Transfer & Trust Company and Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(4)
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Registration Rights Agreement dated July 14, 2011, by and between Nautilus Marine Acquisition Corp., Orca Marine Corp., Astra Maritime Inc., Fjord Management SA, Nicolas Bornozis, Alexandros Argyros, and Styllanos Anastopoulosand (incorporated by reference to Exhibit 10.2 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(5)
|
Letter Agreement dated July 14, 2011, by and between Nautilus Marine Acquisition Corp. and Orca Marine Corp., Astra Maritime Inc., Fjord Management SA, Nicolas Bornozis, Alexandros Argyros, and Styllanos Anastopoulosand (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(6)
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Amendment No. 2 to the Warrant Subscription Agreement dated July 14, 2011 by and between Nautilus Marine Acquisition Corp. and Orca Marine Corp., Astra Maritime Inc., Fjord Management SA, Nicolas Bornozis, Alexandros Argyros, and Styllanos Anastopoulosand (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(7)
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Administrative Services Agreement dated June 1, 2011 by and between the Nautilus Marine Acquisition Corp. and Fjord Nepa (Greece) (incorporated by reference to Exhibit 4.9 to the Form 20-F filed by Nautilus Marine Acquisition Corp. on February 16, 2012).
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(d)(8)
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Second Amended and Restated Articles of Incorporation of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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(d)(9)
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Certificate of Correction of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 1.2 to the Form 20-F filed by Nautilus Marine Acquisition Corp. on February 16, 2012).
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(d)(10)
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Share Purchase Agreement, by and among Nautilus Marine Acquisition Corp., Assetplus Limited, Vega Resources Group AS, and Oil & Gas Ships Investors Limited, dated December 5, 2012 (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
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(d)(11)
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Form of Lock-up with Put Agreement, entered into by and between Nautilus Marine Acquisition Corp. and certain investors, dated on November 12, 2012 (incorporated by reference to Exhibit 4.4 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(12)
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Form of Amendment to Bylaws (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(13)
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First Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(14)
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Standby Facility, dated December 5, 2012, established by Astra Maritime Inc. and Orca Marine Corp. in favor of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 4.5 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(15)
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Irrevocable Standby Facility, dated December 5, 2012, established by Astra Maritime Inc. and Orca Marine Corp. in favor of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 4.6 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(16)
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Amended and Restated Promissory Note dated December 5, 2012, issued to Prokopios (Akis) Tsirigakis in the amount of $60,000 (incorporated by reference to Exhibit 4.7 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(17)
|
Amended and Restated Promissory Note dated December 5, 2012, issued to George Syllantavos in the amount of $60,000 (incorporated by reference to Exhibit 4.8 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012) .
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|
(d)(18)
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Promissory Note dated December 5, 2012, issued to George Syllantavos in the amount of $70,000 (incorporated by reference to Exhibit 4.9 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
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(d)(19)
|
Promissory Note dated December 5, 2012, issued to Prokopios (Akis) Tsirigakis in the amount of $70,000 (incorporated by reference to Exhibit 4.10 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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|
(d)(20)
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Exclusive Option Agreement, dated November 7, 2012, by and between Nautilus Marine Acquisition Corp. and Vega Resource Group AS (incorporated by reference to Exhibit 4.3 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
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Information Required by Schedule 13e-3.
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NAUTILUS MARINE ACQUISITION CORP.
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|||
By:
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/s/ Prokopios (Akis) Tsirigakis
|
||
Prokopios (Akis) Tsirigakis
|
|||
President
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Exhibit
Number
|
Description
|
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(a)(1)(A)*
|
Offer to Purchase dated December 7, 2012.
|
|
(a)(1)(B)*
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Letter of Transmittal To Tender Common Shares.
|
|
(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(D)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
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(a)(1)(E)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
|
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(a)(5)(A)*
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Press Release dated December 7, 2012. | |
(a)(5)(B)*
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Investor Presentation dated December 7, 2012. | |
(d)(1)
|
Underwriting Agreement, dated July 14, 2011, by and between Nautilus Marine Acquisition Corp. and Maxim Group, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
|
|
(d)(2)
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Warrant Agreement dated July 20, 2011, by and between American Stock Transfer & Trust Company and Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
|
|
(d)(3)
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Investment Management Trust Agreement dated July 14, 2011, by and between American Stock Transfer & Trust Company and Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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|
(d)(4)
|
Registration Rights Agreement dated July 14, 2011, by and between Nautilus Marine Acquisition Corp., Orca Marine Corp., Astra Maritime Inc., Fjord Management SA, Nicolas Bornozis, Alexandros Argyros, and Styllanos Anastopoulosand (incorporated by reference to Exhibit 10.2 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
|
|
(d)(5)
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Letter Agreement dated July 14, 2011, by and between Nautilus Marine Acquisition Corp. and Orca Marine Corp., Astra Maritime Inc., Fjord Management SA, Nicolas Bornozis, Alexandros Argyros, and Styllanos Anastopoulosand (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
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|
(d)(6)
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Amendment No. 2 to the Warrant Subscription Agreement dated July 14, 2011 by and between Nautilus Marine Acquisition Corp. and Orca Marine Corp., Astra Maritime Inc., Fjord Management SA, Nicolas Bornozis, Alexandros Argyros, and Styllanos Anastopoulosand (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
|
|
(d)(7)
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Administrative Services Agreement dated June 1, 2011 by and between the Nautilus Marine Acquisition Corp. and Fjord Nepa (Greece) (incorporated by reference to Exhibit 4.9 to the Form 20-F filed by Nautilus Marine Acquisition Corp. on February 16, 2012).
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(d)(8)
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Second Amended and Restated Articles of Incorporation of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on July 20, 2011).
|
|
(d)(9)
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Certificate of Correction of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 1.2 to the Form 20-F filed by Nautilus Marine Acquisition Corp. on February 16, 2012).
|
|
(d)(10)
|
Share Purchase Agreement, by and among Nautilus Marine Acquisition Corp., Assetplus Limited, Vega Resources Group AS, and Oil & Gas Ships Investors Limited, dated December 5, 2012 (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(11)
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Form of Lock-up with Put Agreement, entered into by and between Nautilus Marine Acquisition Corp. and certain investors, dated on November 12, 2012 (incorporated by reference to Exhibit 4.4 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(12)
|
Form of Amendment to Bylaws (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(13)
|
First Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(14)
|
Standby Facility, dated December 5, 2012, established by Astra Maritime Inc. and Orca Marine Corp. in favor of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 4.5 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(15)
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Irrevocable Standby Facility, dated December 5, 2012, established by Astra Maritime Inc. and Orca Marine Corp. in favor of Nautilus Marine Acquisition Corp. (incorporated by reference to Exhibit 4.6 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
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(d)(16)
|
Amended and Restated Promissory Note dated December 5, 2012, issued to Prokopios (Akis) Tsirigakis in the amount of $60,000 (incorporated by reference to Exhibit 4.7 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(17)
|
Amended and Restated Promissory Note dated December 5, 2012, issued to George Syllantavos in the amount of $60,000 (incorporated by reference to Exhibit 4.8 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012) .
|
|
(d)(18)
|
Promissory Note dated December 5, 2012, issued to George Syllantavos in the amount of $70,000 (incorporated by reference to Exhibit 4.9 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(19)
|
Promissory Note dated December 5, 2012, issued to Prokopios (Akis) Tsirigakis in the amount of $70,000 (incorporated by reference to Exhibit 4.10 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(d)(20)
|
Exclusive Option Agreement, dated November 7, 2012, by and between Nautilus Marine Acquisition Corp. and Vega Resource Group AS (incorporated by reference to Exhibit 4.3 to the Form 6-K filed by Nautilus Marine Acquisition Corp. on December 7, 2012).
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
THIS OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59
P.M., NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2013 UNLESS THE OFFER IS EXTENDED. |
|
if your Common Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and have the nominee tender your Common Shares for you; |
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if you hold certificates for Common Shares registered in your own name, you must complete and sign the enclosed Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Common Shares and any other documents required by the Letter of Transmittal, to the Depositary identified on the back cover of this Offer to Purchase; or |
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if you are an institution participating in The Depository Trust Company, you must tender your Common Shares according to the procedure for book-entry transfer described in The Offer Procedures for Tendering Shares of this Offer to Purchase. |
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F-1 | |||||||
Annex I Share Purchase Agreement, dated as of December 5, 2012 by and among Nautilus Marine Acquisition Corp.,
Assetplus Limited and the Sellers identified therein. |
Common Shares
Subject of this Offer |
Up to
4,137,300 shares of common stock, par value $0.0001 per share, of Nautilus Marine Acquisition Corp. (the Common Shares). However, in
accordance with the rules of the Securities and Exchange Commission (the SEC), in the event that more than 4,137,300 Common Shares are
validly tendered and not properly withdrawn, we may exercise our right to amend the Offer to accept for payment an additional amount of shares not to
exceed 2% of our issued and outstanding Common Shares without extending the Expiration Date (as defined below) (such amendment, the 2%
Amendment), and thereby accept for payment all Common Shares which may be validly tendered in this Offer. |
|||||
Price Offered
Per Common Share |
$10.10 net to the seller in cash, without interest thereon (the Purchase Price). |
|||||
Scheduled
Expiration of Offer |
11:59
p.m., New York City time, on Monday, January 7, 2013, unless the Offer is otherwise extended, which may depend on the timing and process of the SEC
review of the Offer to Purchase, or terminated (the Expiration Date). |
|||||
Party Making
the Offer |
Nautilus Marine Acquisition Corp., a Marshall Islands corporation. |
|
At or immediately following the Closing: |
|
Nautilus will issue to the Sellers an aggregate of 1,722,773 Common Shares, valued at $10.10 per share, representing a total value of $17,400,007 (the Initial Stock Payment or Equity Consideration); |
|
Nautilus will issue an aggregate of 594,059 Common Shares (equal to $6,000,000 in value at $10.10 per Common Share) (the Put Shares) to Mezzanine Financing Investment III Ltd. (Mezzanine Financing) in full satisfaction of (i) the $5,000,000 in loan proceeds drawn down by Assetplus on November 19, 2012 pursuant to that certain working capital loan agreement dated as of November 16, 2012, by and between Assetplus and Mezzanine Financing (the Working Capital Facility), and (ii) all interest and original issue discount (OID) amounts on such loan. The Put Shares will be covered by a six month put option (the Put Option), exercisable by Mezzanine Financing upon no less than 60 days prior written notice (the Notice Period), which notice is deliverable no earlier than the last day of the four month period following the consummation of this Offer. Upon valid exercise of the Put Option, Nautilus will purchase up to all 594,059 Put Shares from Mezzanine Financing at a price of $11.35 per Common Share in cash, which is equal to $6,742,570 (the Put Option Value) if the Put Option is validly exercised for all Put Shares. The Notice Period will allow Nautilus to attempt to arrange for a private transfer of the Put Shares from Mezzanine Financing to one or more third parties (the Put Sale). If a timely Put Sale is completed, Mezzanine Financing will receive the Put Option Value (with Nautilus contributing to Mezzanine Financing the shortfall, if any, between the actual proceeds from the Put Sale and the Put Option Value). If Nautilus is unable to complete a Put Sale during the Notice Period, Nautilus shall purchase the Put Shares from Mezzanine Financing at the Put Option Value on the final day of the Notice Period; and |
|
Nautilus will assume, upon the Closing, the obligation to repay the outstanding indebtedness of Assetplus and its subsidiaries (collectively, the Assumed Indebtedness), the aggregate amount of which shall not exceed an amount of principal equal to $52,220,000 as of the Closing (the Debt Assumption Amount). The Assumed Indebtedness will be comprised of the following: (i) a Senior Debt Facility (as defined hereinafter) with a maximum availability of $38,220,000 and an outstanding principal balance as of the date hereof of $15,275,000; (ii) a mezzanine debt facility (comprised of one senior and one junior loan facility agreement) with an outstanding balance of $14,000,000 (collectively, the Mezzanine Facility); and (iii) any accrued and unpaid interest and OID on the amounts set forth in each of (i) and (ii) above. |
|
Subsequent to the Closing, Nautilus will pay to the Sellers an aggregate of $7,150,000 in cash (the Cash Payment or Cash Consideration), either: (i) within fifteen (15) days following the Expiration Date, interest free, or (ii) within ninety (90) days following the Expiration Date, together with a 10% annual interest rate (interest to be applied beginning on the sixteenth (16th) day following the Expiration Date). The determination whether to make the Cash Payment pursuant to clause (i) or (ii) above is solely in the discretion of Nautilus. Upon receipt of the Cash Payment from Nautilus, the Sellers shall immediately pay an aggregate of $2,800,000 to Mezzanine Financing, on behalf of Assetplus, as partial repayment of the outstanding amounts on the Mezzanine Facility. |
|
The Sellers will also be entitled to receive up to an aggregate of $6,315,040 worth of additional Common Shares (the Earn-Out Payment or Contingent Consideration) as additional consideration for the purchase of their equity interest in Assetplus if Nautilus achieves consolidated EBITDA (defined as gross revenue minus commissions minus vessel operating expenses on an annualized basis) derived from the four-vessel fleet of two PSVs and two OSRVs for the fiscal year ending December 31, 2013 equal to or in excess of $18,000,000 (the EBITDA Earn-Out Threshold). The Earn-Out Payment is based on a per share price equal to the greater of: (i) the 45-day value weighted average price on the issuance date and (ii) $10.10 per share. The Earn-Out Payment will be made within 30 days following the filing of Nautiluss Form 20-F annual report for fiscal year ending December 31, 2013 (the 2013 Annual Report). In the event that Assetplus acquires additional OSRV vessels to service the two remaining Petrobras Time Charters, then Sellers will be entitled to receive up to an aggregate of $1,614,980 worth of additional Common Shares per additional vessel (the Additional Earn-Out Payment or Additional |
Contingent Consideration) if Nautilus achieves per additional vessel EBITDA for the fiscal ending December 31, 2013 equal to or in excess of $5,000,000 per additional vessel (the Additional EBITDA Earn-Out Threshold). |
|
In the event that Sellers determine, prior to Closing, to acquire any vessels (and related indebtedness secured thereby) in addition to the four vessels they own (or have the right to acquire) at the time of the Share Purchase Agreement, then the parties will renegotiate the Acquisition Consideration to reflect such change in the net worth of Assetplus and its Subsidiaries. If an agreement regarding the adjustment is not reached by both parties, then Sellers will not acquire any such additional vessels prior to Closing. |
|
If Nautilus is unable to consummate the Transaction, the 1,200,000 Insider Shares, which have a value of $11,988,000 based on a closing price of $9.99 on December 4, 2012, held by the Insiders will expire worthless; |
|
If Nautilus is unable to consummate the Transaction, the 3,108,000 Insider Warrants, which have a value of $466,200 based on the last reported closing price of $0.15 as of December 4, 2012, held by the Insiders will expire worthless; |
|
It is anticipated that two of Nautiluss directors (Messrs. Tsirigakis and Syllantavos) will continue to serve as directors of Nautilus following the Acquisition; |
|
In the event of Nautiluss liquidation upon its failure to consummate a business transaction, our co-chief executive officers, namely, Mr. Tsirigakis and Mr. Syllantavos, may be liable to pay debts and obligations to vendors in the event such vendors have not waived claims brought against the Trust Account; |
|
In the event of Nautiluss liquidation upon its failure to consummate a business transaction without sufficient funds to pay costs associated with such liquidation, Messrs. Tsirigakis and Syllantavos have agreed to advance Nautilus the funds necessary to pay such costs; and |
|
The underwriters of the IPO and counsel for Nautilus as well as advisors to Nautilus pursuant to advisory agreements with Nautilus will be entitled to payment of fees in cash associated with the IPO and/or the Transaction in the event the Acquisition occurs. |
|
the risk that we may (i) be unable to satisfy the Acquisition Condition; (ii) be unable to consummate the Acquisition and (iii) withdraw the Offer, not purchase and promptly return any Common Shares tendered to us pursuant to this Offer; |
|
the risk that governmental and regulatory review of the Offer documents may delay the Acquisition or result in the inability of the Transaction to be consummated by February 14, 2013 and the length of time necessary to consummate the proposed Transaction; |
|
the risk that a condition to Closing may not be satisfied or waived; |
|
the risk that the anticipated benefits of the Transaction may not be fully realized or may take longer to realize than expected; |
|
the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items are not realized; |
|
disruption from the Transaction making it more difficult to maintain relationships with the customers, employees or suppliers of Assetplus; |
|
a reduction in Assetpluss industry profit margins; |
|
changing interpretations of generally accepted accounting principles; continued compliance with government regulations; |
|
changing legislation and regulatory environments; |
|
the continued ability to meet the Nasdaq listing standards, including maintaining the requisite number of round lot holders or shareholders and maintaining the independent director requirements for the board of directors and its committees; |
|
perils of the sea or other unforeseen reasons that may adversely affect the business of Assetplus and its ability to service or fulfill its contracts with its customers; |
|
a lower return on investment; the inability to manage rapid growth; requirements or changes affecting the business in which Assetplus is engaged; |
|
the general volatility of the market price of our Common Shares; |
|
general economic conditions; |
|
the risk of the concentration of Assetpluss business with Petrobras, and related risks associated with the business of Petrobras generally; |
|
the strength of the Brazilian or world economies; |
|
fluctuations in currencies and interest rates; |
|
fluctuations in charterhire rates and vessel values; |
|
changes in demand for our vessels; |
|
changes in our operating expenses, including crew costs, bunker prices, drydocking and insurance costs; |
|
changes in governmental rules and regulations or actions taken by regulatory authorities; |
|
changes in maritime laws, rules and regulations; |
|
potential liability from future litigation; |
|
potential damage to, or spills from, our vessels or the oil rigs that our vessels will service; |
|
potential disruption of shipping routes due to accidents or political events; |
|
the availability of financing and refinancing; |
|
vessel breakdowns and instances of off-hire; |
|
declines in the global prices of oil and natural gas; |
|
declines in the level of offshore oil and natural gas exploration in Brazil or globally; |
|
and maritime accidents and disasters. |
|
the use of a substantial portion of the cash in our Trust Account, which may reduce the funds available as working capital for the Assetplus business, available for significant cash acquisitions in the future or available for other business opportunities that could create significant value for our shareholders; |
|
the risk that we would not be able to replenish our cash reserves by raising additional debt or equity financing in the future on terms acceptable to us, or at all; |
|
and the risk that the Offer may reduce our public float, which is the number of shares owned by non-affiliate shareholders and available for trading in the securities markets, and the number of our shareholders, which may reduce the volume of trading in our Common Shares and may result in lower stock prices and reduced liquidity in the trading of our Common Shares following completion of the Offer and limit our ability to meet the Nasdaq listing standards. |
|
continue to operate its vessels and service its customers; |
|
renew existing charters upon their expiration; |
|
obtain new charters; |
|
obtain financing on commercially acceptable terms; |
|
obtain insurance on commercially acceptable terms; |
|
maintain satisfactory relationships with its customers and suppliers; and |
|
successfully execute its growth strategy. |
|
shipyard unavailability; |
|
shortages of equipment, materials or skilled labor; |
|
unscheduled delays in the delivery of ordered materials and equipment; |
|
local customs strikes or related work slowdowns that could delay importation of equipment or materials; |
|
engineering problems, including those relating to the commissioning of newly designed equipment; |
|
latent damages or deterioration to the hull, equipment and machinery in excess of engineering estimates and assumptions; |
|
work stoppages; |
|
client acceptance delays; |
|
weather interference or storm damage; |
|
disputes with shipyards and suppliers; |
|
shipyard failures and difficulties; |
|
failure or delay of third-party equipment vendors or service providers; |
|
unanticipated cost increases; and |
|
difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions. |
|
the equipping and operation of vessels; |
|
repatriation of foreign earnings; |
|
oil and gas exploration and development; |
|
taxation of offshore earnings and earnings of expatriate personnel; and |
|
use and compensation of local employees and suppliers by foreign contractors. |
|
catastrophic marine disaster; |
|
adverse weather and sea conditions; |
|
mechanical failure; |
|
collisions or allisions; |
|
oil and hazardous substance spills; |
|
navigation errors; |
|
acts of God; and |
|
war and terrorism. |
|
local and international political and economic conditions and policies, |
|
changes in capital spending budgets by Assetpluss customers; |
|
unavailability of drilling rigs in Assetpluss core market of Brazil; |
|
prevailing oil and natural gas prices and expectations about future prices and price volatility; |
|
the cost of offshore exploration for, and production and transportation of, oil and natural gas; and |
|
successful exploration for, and production and transportation of, oil and natural gas from onshore sources. |
|
incur additional indebtedness, including through the issuance of guarantees; |
|
create or permit liens on Assetpluss assets; |
|
sell Assetpluss vessels or other assets; |
|
make investments; |
|
engage in mergers or acquisitions; |
|
change the flag or classification society of Assetpluss vessels; |
|
pay dividends (as described under We cannot assure you that we will pay dividends after the consummation of the Transaction.); |
|
make capital expenditures; |
|
compete effectively to the extent Assetpluss competitors are subject to less onerous financial restrictions; and |
|
change the management of Assetpluss vessels or terminate or materially amend the management agreement relating to each vessel. |
|
general economic and market conditions affecting the OSRV and PSV industries; |
|
prevailing level of charter rates; |
|
competition from other companies; |
|
types, sizes and ages of vessels; |
|
other modes of transportation; |
|
cost of new vessels; |
|
price of steel; |
|
governmental or other regulations; and |
|
technological advances. |
|
Our Insiders own 1,200,000 Insider Shares which they acquired for $25,000, and which have a value of $11,988,000 based on a closing price of $9.99 on December 4, 2012, will expire worthless. The Insiders have waived their right to receive distributions with respect to such shares upon our liquidation, which will occur if we are unable to consummate the Transaction by February 14, 2013. Accordingly, the Insider Shares will be worthless if we are required to liquidate; |
|
If Nautilus is unable to consummate the Transaction and required to liquidate, the 3,108,000 Insider Warrants, which have a value of $466,200 based on the last reported closing price of $0.15 as of December 4, 2012, held by the Insiders will expire worthless; |
|
It is anticipated that Nautiluss directors (Messrs. Tsirigakis and Syllantavos) will continue to serve as directors of Nautilus following the Acquisition; |
|
In the event of Nautiluss liquidation upon its failure to consummate a business transaction, our co-chief executive officers, namely, Mr. Tsirigakis and Mr. Syllantavos, may be liable to pay debts and obligations to vendors in the event such vendors have not waived claims brought against the Trust Account; |
|
In the event of Nautiluss liquidation upon its failure to consummate a business transaction without sufficient funds to pay costs associated with such liquidation, Messrs. Tsirigakis and Syllantavos have agreed to advance Nautilus the funds necessary to pay such costs and to not seek reimbursement; and |
|
The underwriters of the IPO and counsel for Nautilus as well as advisors to Nautilus pursuant to advisory agreements with Nautilus will be entitled to payment of fees in cash associated with the IPO and/or the Transaction in the event the Acquisition occurs. |
|
Nautilus does not achieve the perceived benefits of the Transaction as rapidly, or to the extent anticipated by, financial or industry analysts; or |
|
the effect of the Transaction on Nautiluss financial results is not consistent with the expectations of financial or industry analysts. |
|
locating and acquiring suitable vessels; |
|
identifying and consummating acquisitions or joint ventures; |
|
obtaining required financing; |
|
integrating any acquired business successfully with our existing operations; |
|
enlarging our customer base; and |
|
managing our expansion. |
For the period November 1, 2010 (date of inception) to October 31, 2011 |
Nine Months Ended July 31, 2011 |
Nine Months Ended July 31, 2012 |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Statement of Operations Data: |
(unaudited) | (unaudited) | ||||||||||||
Revenues
|
$ | | $ | | $ | | ||||||||
Formation and
operating costs |
94,590 | 19,231 | 327,812 | |||||||||||
Miscellaneous
expense/(Income) |
(5,877 | ) | 2,652 | (46,944 | ) | |||||||||
Net loss
|
$ | 88,713 | 21,883 | 280,868 | ||||||||||
Net loss per
share, basic and diluted |
$ | (0.03 | ) | (0.02 | ) | (0.18 | ) |
Balance Sheet Data: |
As of October 31, 2011 |
As of July 31, 2011 |
As of July 31, 2012 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash
(including restricted cash held in trust) |
$ | 48,776,241 | 48,801,770 | 48,616,163 | ||||||||||
Total assets
(including restricted cash held in the Trust Account) |
$ | 48,776,241 | 48,801,770 | 48,638,293 | ||||||||||
Total
shareholders equity |
$ | 5,139,313 | 5,221,353 | 4,861,565 |
For the Period from August 10, 2012 (date of incorporation) to September 30, 2012 |
|||||||
---|---|---|---|---|---|---|---|
Statement of Operations Data: |
|||||||
Revenues |
$ | | |||||
Formation and administrative costs |
(180,059 | ) | |||||
Management fees related party |
(180,000 | ) | |||||
Operating loss |
$ | (360,059 | ) | ||||
Finance costs |
(115,000 | ) | |||||
Other
non-operating loss |
(1,245,266 | ) | |||||
Net
loss |
$ | (1,720,325 | ) | ||||
Balance Sheet Data as of September 30, 2012: |
|||||||
Total
non current assets |
$ | 23,011,939 | |||||
Total
assets |
$ | 24,291,801 | |||||
Total
liabilities |
$ | 13,615,038 | |||||
Total
shareholders equity |
$ | 10,676,763 |
|
Assuming No Tender of Common Shares: This presentation assumes that no Nautilus shareholders validly tender their Common Shares pursuant to the Offer. |
|
Assuming Maximum Allowable Tender of Common Shares: This presentation assumes that 4,137,300 Common Shares are validly tendered and not properly withdrawn, and that Nautilus purchases such shares at a price of $10.10 per Common Share pursuant to the Offer. |
Assetplus Limited (1) (Historical) |
Nautilus Marine Acquisition Corp. (Historical) (2) |
Consolidated Pro Forma (Assuming No Tender of Common Shares) |
Consolidated Pro Forma (Assuming Maximum Allowable Tender of Common Shares) |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Book
value per share at September 30, 2012 (3) |
$ | 1,067.67 | $ | 7.97 | $ | 6.29 | $ | 1.89 | ||||||||||
Basic
earnings (loss) per share (4) |
$ | (172.03 | ) | $ | (0.05 | ) | $ | (0.30 | ) | $ | (0.96 | ) | ||||||
Diluted earnings (loss) per share (5) |
$ | (172.03 | ) | $ | (0.05 | ) | $ | (0.30 | ) | $ | (0.96 | ) |
(1) |
As of September 30, 2012, Assetplus had 10,000 outstanding shares of common stock that were used to calculate both the book value per share and the basic and diluted earnings per share for the period August 10, 2012 to September 30, 2012 |
(2) |
Book value per share of Nautilus is computed by dividing the sum of total shareholders equity plus Common Shares subject to possible redemption by the 6,000,000 Common Shares (which includes 4,257,425 Common Shares subject to possible redemption and 1,200,000 Common Shares currently held by our Sponsor) outstanding at the balance sheet date. The calculation is made for the three months ended July 31, 2012. |
(3) |
Book value per share for the pro forma columns is computed by dividing the sum of total shareholders equity by the Common Shares assumed to be outstanding after the Acquisition. Consolidated Pro Forma (assuming no tender of Common Shares) assumes 7,722,773 Common Shares are outstanding and is (i) the sum of 6,000,000 Common Shares currently outstanding plus issuance of the Equity Consideration. Combined Pro Forma (assuming maximum allowable tender of Common Shares) assumes 3,585,473 Common Shares are outstanding and is (i) the sum of 6,000,000 Common Shares currently outstanding plus issuance of the Equity Consideration and (ii) less the maximum allowable tender of 4,137,300 Common Shares. |
(4) |
Basic earnings (loss) per share in the pro forma columns is computed using the following weighted average shares: 6,000,000 Common Shares (assuming no tender of Common Shares), and 1,862,700 Common Shares (assuming maximum allowable tender of Common Shares), as presented in the Unaudited Condensed Consolidated Pro Forma Statements of Operations for the three months ended September 30, 2012 included elsewhere in this Offer to Purchase. |
(5) |
Diluted earnings (loss) per share in the pro forma columns is computed using the following weighted average shares: 6,000,000 Common Shares (assuming no tender of Common Shares), and 1,862,700 Common Shares (assuming maximum allowable tender of Common Shares), as presented in the Unaudited Condensed Combined Pro Forma Statements of Operations for the three months ended September 30, 2012 included elsewhere in this Offer to Purchase. |
|
At or immediately following the Closing: |
o |
Nautilus will issue to the Sellers Equity Consideration in the aggregate amount of 1,722,773 Common Shares, valued at $10.10 per share, representing a total value of $17,400,007; |
o |
Nautilus will issue an aggregate of 594,059 Put Shares to Mezzanine Financing in full satisfaction of (i) $6,000,000 pursuant to the Working Capital Facility and (ii) all interest and OID amounts on such loan. The Put Shares will be covered by the Put Option, exercisable by Mezzanine Financing during the Notice Period, which notice is deliverable no earlier than the day four months after the consummation of this Offer. Upon valid exercise of the Put Option, Nautilus will purchase up to all 594,059 Put Shares from Mezzanine Financing at the Put Option Value (a price of $11.35 per Common Share in cash, equal to an aggregate of $6,742,570 if the Put Option is validly exercised for all Put Shares). The Notice Period will allow Nautilus to attempt to arrange for the Put Sale, pursuant to which Mezzanine Financing will receive the Put Option Value (with Nautilus contributing to Mezzanine Financing the shortfall, if any, between the actual proceeds from the Put Sale and the Put Option Value). If Nautilus is unable to complete a Put Sale during the Notice Period, Nautilus shall purchase the Put Shares from Mezzanine Financing at the Put Option Value on the final day of the Notice Period; and |
o |
Nautilus will assume, upon the Closing, the Assumed Indebtedness, the aggregate Debt Assumption Amount of which shall not exceed an amount of principal equal to $52,220,000 as of the Closing. The Assumed Indebtedness will be comprised of the following: (i) a Senior Debt Facility with a maximum availability of $38,220,000 and an outstanding principal balance as of the date hereof of $15,275,000; (ii) a Mezzanine Facility with an outstanding balance of $14,000,000; and (iii) any accrued and unpaid interest and OID on the amounts set forth in each of (i) and (ii) above. |
|
Subsequent to the Closing, Nautilus will pay to the Sellers the Cash Payment of $7,150,000 either: (i) within fifteen (15) days following the Expiration Date, interest free, or (ii) within ninety (90) days following the Expiration Date, with a 10% annual interest rate (interest to be applied beginning |
on the sixteenth (16th) day following the Expiration Date). The determination whether to make the Cash Payment pursuant to clause (i) or (ii) above is solely in the discretion of Nautilus. Upon receipt of the Cash Payment from Nautilus, the Sellers shall immediately pay an aggregate of $2,800,000 to Mezzanine Financing, on behalf of Assetplus, as partial repayment of the outstanding amounts on the Mezzanine Facility. |
|
The Sellers will also be entitled to receive the Earn-Out Payment in an aggregate amount of up to $6,315,040 of Common Shares in additional consideration for the purchase of their equity interest in Assetplus if Nautilus achieves consolidated EBITDA (defined as gross revenue minus commissions minus vessel operating expenses on an annualized basis) for the fiscal year ending December 31, 2013 equal to or in excess of $18,000,000. The Earn-Out Payment is based on a per share price equal to the greater of: (i) the 45-day value weighted average price on the issuance date and (ii) $10.10 per share. The Earn-Out Payment will be made within 30 days following the filing of the 2013 Annual Report. In the event that Assetplus acquires additional OSRV vessels to service the two remaining Petrobras Time Charters, then Sellers will be entitled to receive the Additional Earn-Out Payment if Nautilus achieves the Additional EBITDA Earn-Out Threshold per vessel. |
|
In the event that Sellers determine, prior to Closing, to acquire any vessels (and related indebtedness secured thereby) in addition to the four vessels they currently own (or have the right to acquire) at the time of the Share Purchase Agreement, then the parties will renegotiate the Acquisition Consideration to reflect such change in the net worth of Assetplus and its Subsidiaries. If an agreement regarding the adjustment is not reached by both parties, then Sellers will not acquire any such additional vessels prior to Closing. |
|
participated in in-person or telephonic discussions with representatives of over 15 potential acquisition targets, including Assetplus; |
|
entered into non-disclosure agreements with ten potential acquisition targets, including Assetplus; and |
|
entered into letters of intent and conducted diligence with respect to three potential acquisition targets, including Assetplus. |
|
the attractive charter hire rates of the contracts with Petrobras; and |
|
the long term charter contracts with Petrobras while the standard in this industry are considerably shorter contracts. |
|
the start-up nature of Assetplus; and |
|
the start-up nature of implementing Assetpluss business plan. |
|
If Nautilus is unable to consummate the Transaction or fails to complete an initial business transaction pursuant to the Articles of Incorporation, we will (i) cease all operations except for the purposes of winding up, (ii) as promptly as possible, but not more than five business days thereafter, redeem all Common Shares sold in our IPO for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account including interest but net of taxes payable and less interest earned on the proceeds placed in the Trust Account but withdrawn by Nautilus for working capital purposes, subject to applicable law, and (iii) as promptly as possible following such redemption, dissolve and liquidate as part of our plan of dissolution and liquidation. In such event, the 1,200,000 Common Shares held by the Insiders that were acquired before the IPO for an aggregate purchase price of $25,000 would be worthless because the Insiders are not entitled to receive any of the liquidation proceeds with respect to such shares. The 1,200,000 Common Shares had an aggregate market value of $11,998,000 based on the closing price of such shares of $9.99on December 4, 2012. |
|
The Insiders purchased an aggregate of 3,108,000 Insider Warrants at a purchase price of $0.75 per warrant for an aggregate purchase price of $2,331,000 in the Private Placement prior to the IPO. All of the proceeds Nautilus received from the Private Placement were placed in the Trust Account. If Nautilus is unable to consummate the Transaction or fails to complete an initial business transaction and is subsequently dissolved and liquidated, all of Nautiluss Warrants, including the Insider Warrants, will expire worthless. The Insider Warrants had an aggregate market value of $466,200 based on the last reported closing price of Warrants of $0.15 as of December 4, 2012. |
|
Messrs. Tsirigakis and Syllantavos will maintain their roles as executive officers and directors of Nautilus following the consummation of the Transaction, and enter into consultancy agreements. |
|
If Nautilus liquidates prior to the consummation of a business transaction, Messrs. Tsirigakis and Syllantavos will be personally liable to pay debts and obligations to vendors and other entities that are owed money by Nautilus for services rendered or products sold to Nautilus, or to any target |
business, to the extent such creditors bring claims that would otherwise require payment from monies in the Trust Account, but only if such entities did not execute a waiver (even if such waiver is subsequently found to be invalid and unenforceable). Based on Nautiluss estimated debts and obligations, it is not currently expected that Messrs. Tsirigakis and Syllantavos will have any exposure under this arrangement in the event of a liquidation; and |
|
If Nautilus is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Messrs. Tsirigakis and Syllantavos have agreed to advance Nautilus the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $30,000) and not to seek repayment for such expenses. |
|
each of the representations and warranties of the Sellers and of the Sellers regarding Assetplus and its Subsidiaries shall be true and correct in all material respects at and as of the Closing Date; |
|
the Sellers and Assetplus having performed and complied with all of their respective agreements and covenants set forth in the Share Purchase Agreement in all material respects through the Closing; |
|
the Sellers shall have delivered to Nautilus at the Closing (A) the signed Instrument of Transfer of Shares in respect of the transfer of 8.620 Assetplus Shares from Geos Services Limited to Nautilus, (B) the signed Instrument of Transfer of Shares in respect of the transfer of 1.380 Assetplus Shares from Geos (Nominees) Limited to Nautilus, (C) the signed Resolution of the Sole Director of Assetplus approving the transfer of the Assetplus Shares to Nautilus, (D) the signed Certificate of the Secretary of Assetplus confirming that the transfer of the Assetplus Shares to Nautilus having been registered in the Register of Members of Assetplus and (E) the signed share certificate representing the Assetplus Shares in favor of Nautilus; |
|
Assetplus shall have procured all of the third party consents required in order to effect the Closing; |
|
there shall be no pending or threatened action, suit, or proceeding before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent |
consummation of any of the transactions contemplated by the Share Purchase Agreement, (B) cause any of the transactions contemplated by the Share Purchase Agreement to be rescinded following consummation, (C) affect adversely the right of Nautilus to own the Assetplus Shares and to control Assetplus, or (D) affect adversely the right of Assetplus to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); |
|
Assetplus, together with its Subsidiaries, as of the Closing shall have outstanding principal indebtedness no greater than $52,220,000 plus accrued interest and OID on such amount; |
|
any and all stockholder, voting or similar agreements (or other agreements reasonably required by Nautilus) of the Sellers with each other or Assetplus, including but not limited to the Shareholders Agreement, being terminated as of the Closing Date; |
|
the Sellers, on behalf of themselves and Assetplus, having delivered to Nautilus a certificate to the effect that certain of Nautiluss conditions have been satisfied in all respects; |
|
Assetplus having delivered to Nautilus resolutions adopted by the Board of Directors and the shareholders of Assetplus authorizing the Share Purchase Agreement and the transactions contemplated thereby as certified by the Secretary of Assetplus; |
|
Assetplus having delivered to Nautilus a recent Certificate of Good Standing or equivalent in respect of Assetplus and each of its Subsidiaries issued by the appropriate governing body; and |
|
the closing of this Offer having occurred prior to or concurrently with the Closing. |
|
each of the representations and warranties of Nautilus being true and correct in all material respects at and as of the Closing Date; |
|
Nautilus having performed and complied with all of its covenants pursuant to the Share Purchase Agreement in all material respects through the Closing; |
|
Nautilus having delivered the Initial Stock Payment to the Sellers at the Closing; |
|
Nautilus having assumed the Assumed Indebtedness by means of documentation in form and substance reasonably satisfactory to the Sellers, and the Senior Lender and Mezzanine Financing having accepted and approved such documentation; |
|
there shall be no pending or threatened action, suit, or proceeding before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by the Share Purchase Agreement, (B) cause any of the transactions contemplated by the Share Purchase Agreement to be rescinded following consummation, (C) affect adversely the right of any Seller to own the Common Stock of Nautilus, or (D) affect adversely the right of Nautilus to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); |
|
the closing of this Offer having occurred prior to or concurrently with the Closing; |
|
Nautilus having delivered to the Sellers a certificate to the effect that certain of the Sellers conditions have been satisfied in all respects; |
|
Nautilus having delivered to the Sellers resolutions adopted by the Board authorizing the Share Purchase Agreement and the transactions contemplated thereby as certified by the Secretary of Nautilus; |
|
the Senior Lender and Mezzanine Finance each having consented in writing to waive any default or event of default arising under the agreements setting forth the terms and conditions of the Assumed Indebtedness in connection with the transactions contemplated thereby and having consented in writing to the consummation thereof; |
|
with respect to an aggregate of 500,000 Insider Shares held by the Insiders (including 100,000 Common Shares that are subject to forfeiture if certain conditions related to the price of Nautilus |
Common Shares are not satisfied), the Insiders having either (a) assigned such 500,000 Insider Shares to Oil & Gas, for nominal consideration and pursuant to a form of assignment in form and substance reasonably satisfactory to the Insiders and Oil & Gas or (b) forfeited for no consideration such 500,000 Insider Shares and causing Nautilus to cancel such shares and issue 500,000 Common Shares with the same rights and restrictions as the Insider Shares to Oil & Gas; and |
|
all actions to be taken by Nautilus in connection with consummation of the transactions contemplated thereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated thereby have been satisfactory in form and substance to the Sellers. |
|
by mutual written agreement of Nautilus, the Sellers and Assetplus; |
|
by written notice by Nautilus to the Sellers and Assetplus, if there has been a breach by the Sellers and/or Assetplus of any of their representations, warranties or covenants contained in the Share Purchase Agreement, or if any representation or warranty of the Sellers and/or Assetplus shall have become untrue or inaccurate which, in either case, would result in a failure of certain conditions (a Terminating Seller Breach); provided, however, that if such Terminating Seller Breach is curable by the Sellers and/or Assetplus prior to the Termination Date, then Nautilus may not terminate the Share Purchase Agreement for fourteen (14) calendar days after delivery of written notice from Nautilus to the Sellers and Assetplus of such Terminating Seller Breach, provided the Sellers and/or Assetplus continues to exercise commercially reasonable efforts to cure such breach. Nautilus may not terminate the Share Purchase Agreement pursuant these provisions if it shall have materially breached the Share Purchase Agreement or if such Terminating Seller Breach is cured during such fourteen (14) day period; |
|
by joint written notice by the Sellers to Nautilus, if there has been a breach by Nautilus of any of its representations, warranties or covenants contained in the Share Purchase Agreement, or if any representation or warranty of Nautilus shall have become untrue or inaccurate which, in either case, would result in a failure of certain conditions (a Terminating Nautilus Breach); provided, however, that if such Terminating Nautilus Breach is curable by Nautilus prior to the Termination Date, then the Sellers and Assetplus may not terminate the Share Purchase Agreement for fourteen (14) calendar days after delivery of written notice from the Sellers to Nautilus of such Terminating Nautilus Breach, provided Nautilus continues to exercise commercially reasonable efforts to cure such breach. The Sellers may not terminate this Agreement pursuant these provisions if it or Assetplus shall have materially breached the Share Purchase Agreement or if such Terminating Nautilus Breach is cured during such fourteen (14) day period; or |
|
on or after February 14, 2013 (the Termination Date), by any of Nautilus, the Sellers or Assetplus upon written notice to the other parties. |
Vessel name |
Type |
Expected Delivery Date |
Term of T/C contract |
Single Option to extend |
Gross Daily Rate |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Vega Crusader
|
PSV |
December
2012 |
4
years |
4
years |
$ | 21,950 | ||||||||||||||||
Vega Corona
|
PSV |
December
2012 |
4
years |
4
years |
$ | 20,950 | ||||||||||||||||
Vega Juniz
|
OSRV |
January
2013 |
4
years |
4
years |
$ | 26,200 | ||||||||||||||||
Vega
Emtoli |
OSRV |
January
2013 |
4
years |
4
years |
$ | 26,200 |
|
any extraordinary transaction, such as a merger, reorganization or liquidation, involving Nautilus; |
|
any purchase, sale or transfer of a material amount of assets of Nautilus; |
|
any material change in Nautiluss present dividend rate or policy, indebtedness or capitalization; |
|
any other material change in Nautiluss business; |
|
any class of equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; |
|
the acquisition by any person of any material amount of additional securities of Nautilus or Assetplus, or the disposition of any material amount of securities of Nautilus or Assetplus; or |
|
any changes in the Articles of Incorporation, except that, as previously announced, following consummation of the Acquisition, Nautilus intends to seek shareholder approval of amendment of its Articles of Incorporation to change its name to Nautilus Energy Services Corp., but until such time intends to operate under the trade name Nautilus Energy Services. |
|
the Acquisition, in our reasonable judgment, to be determined as of immediately prior to the Expiration Date, is not capable of being consummated contemporaneously with this Offer, but in no event later than three business days after the expiration of this Offer. For a description of the conditions to the Acquisition, see Summary Term Sheet and Questions and Answers General What are the most significant conditions to the Acquisition? and The Share Purchase Agreement. We refer to this condition, which is not waivable, as the Acquisition Condition |
|
The total Purchase Price will be funded by Nautilus from cash available from the Trust Account upon consummation of the Acquisition and Nautiluss cash on hand as of immediately prior thereto. Of the approximately $48.48 million of cash in our Trust Account, only approximately $41,786,730 will be required for us to purchase your Common Shares and an additional $1.212 million to successfully consummate the Acquisition and pay for our related costs, fees and expenses, which funds will be available to us from a combination of any excess funds from the Trust Account and cash on hand. |
|
insurance companies; |
|
tax-exempt organizations; |
|
financial institutions or broker-dealers; |
|
non-U.S. individuals, and non-U.S. corporations; |
|
U.S. expatriates; |
|
persons who mark-to-market our stock; |
|
subchapter S corporations; |
|
U.S. holders whose functional currency is not the U.S. dollar; |
|
regulated investment companies and REITs; |
|
trusts and estates (except to the extent discussed herein); |
|
persons who received our stock through the exercise of employee stock options or otherwise as compensation; |
|
persons holding our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; |
|
persons subject to the alternative minimum tax provisions of the Code; |
|
persons holding our common stock through a partnership or similar pass-through entity; and |
|
persons holding a 10% or more (by vote or value) beneficial interest in our stock. |
|
any gain recognized by the U.S. holder on the sale or other disposition of its Common Shares; and |
|
any excess distribution made to the U.S. holder (generally, any distributions to such U.S. holder during a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S. holder in respect of the Common Shares during the three preceding taxable years of such U.S. holder or, if shorter, such U.S. holders holding period for the Common Shares). |
|
the U.S. holders gain or excess distribution will be allocated ratably over the U.S. holders holding period for the Common Shares; |
|
the amount allocated to the U.S. holders taxable year in which the U.S. holder recognized the gain or received the excess distribution, or to the period in the U.S. holders holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
|
the amount allocated to other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. holder; and |
|
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. holder. |
|
in whole and not in part; |
|
at a price of $0.01 per warrant at any time after the Warrants become exercisable; |
|
upon not less than 30 days prior written notice of redemption; and |
|
if, and only if, the last sales price of our Common Shares equals or exceeds $17.50 per share (subject to adjustment for splits, dividends, recapitalization and other similar events) for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption; |
|
consolidate and divide all or any of our unissued authorized shares into shares of larger amount than our existing shares; |
|
sub-divide our existing Common Shares, or any of them into shares of smaller amount than is fixed by our Articles of Incorporation, subject nevertheless to the provisions of the BCA; |
|
cancel any Common Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or |
|
rate new classes of shares with preferences to be determined by the board of directors at the time of authorization, subject to shareholder approval. |
|
Establishment of the Trust Account for the deposit of the proceeds of the Nautilus IPO which may not be disbursed until the earlier of a business transaction or February 14, 2013 in the event Nautilus does not consummate a business transaction; |
|
The opportunity of holders of Common Shares to redeem their shares, effective upon consummation of a business transaction for cash equal to the redemption price (as noted below) either through a tender offer or in conjunction with a shareholder vote and the solicitation of proxies; |
|
If the redemption is conducted through a tender offer (i) Nautilus shall file tender offer documents with the SEC containing substantially the same financial and other information about the business transaction and the redemption rights as is required under the Exchange Act proxy rules and (ii) Nautilus shall not commence any tender offer unless all holders of Common Shares other than the shares issued in the IPO irrevocably agree in writing not to redeem such shares in the tender offer; |
|
A holder is restricted from redeeming shares equal to more than 15% of the shares issued in the IPO unless Nautilus conducts the redemption through a tender offer; |
|
We will consummate a business transaction only if holders of no more than approximately 88% of the shares issued in the IPO redeem their Common Shares and, if we hold a shareholder vote in connection therewith, a majority of the outstanding shares are voted in favor of the business transaction; |
|
If we do not consummate a business transaction within 21 months from the effective date of the registration statement, or February 14, 2013, we shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as possible, but not more than five business days thereafter, redeem all Common Shares sold in our IPO for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account including interest but net of taxes payable and less interest earned on the proceeds placed in the Trust Account but withdrawn by Nautilus for working capital purposes, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as possible following such redemption, dissolve and liquidate as part of our plan of dissolution and liquidation, to be adopted in accordance with Section 106 of the BCA; |
|
A holder of our shares shall receive funds from the Trust Account only in the event of a liquidation, the holder exercises its redemption rights or we redeem the shares in connection with a business transaction as noted above; |
|
Our board of directors shall be classified into three (3) classes; |
|
Prior to the consummation of a business transaction, we may not issue any additional stock that participates in the proceeds of the Trust Account or that votes as a class with the IPO Shares if we seek shareholder approval of a business transaction; and |
|
A limitation on a transaction with an affiliate without Nautilus, or a committee of its independent directors, obtaining an opinion from an independent investment banking firm which may or may not be a member of FINRA that such business combination is fair to our shareholders from a financial point of view. |
Units |
Common Shares |
Warrants |
|||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quarter Ended |
Low |
High |
Low |
High |
Low |
High |
|||||||||||||||||||||
October 31, 2012 |
N/A | N/A | $ | 9.82 | $ | 10.50 | $ | 0.11 | $ | 0.22 | |||||||||||||||||
July
31, 2012 |
N/A | N/A | $ | 9.56 | $ | 9.90 | $ | 0.06 | $ | 0.21 | |||||||||||||||||
April
30, 2012 |
N/A | N/A | $ | 9.59 | $ | 10.00 | $ | 0.20 | $ | 0.35 | |||||||||||||||||
January 31, 2012 |
N/A | N/A | $ | 9.49 | $ | 9.61 | $ | 0.23 | $ | 0.41 | |||||||||||||||||
October 31, 2011 |
$ | 9.86 | $ | 9.92 | $ | 9.40 | $ | 9.56 | $ | 0.30 | $ | 0.53 |
Type of Transaction |
Whether Shareholder Approval is Required |
|||||
---|---|---|---|---|---|---|
Purchase of assets |
No |
|||||
Purchase of stock of target not involving a merger with Nautilus |
No |
|||||
Merger
of target into a subsidiary of Nautilus |
No |
|||||
Merger
of Nautilus with a target |
Yes |
|
may significantly reduce the equity interest of investors in our IPO; |
|
may subordinate the rights of holders of Common Shares if preferred stock is issued with rights senior to those afforded to the holders of our Common Shares; |
|
may likely cause a change in control if a substantial number of our Common Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our Common Shares and/or Warrants. |
|
default and foreclosure on our assets if our operating cash flow after a business transaction is insufficient to pay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that require the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
covenants that limit our ability to acquire capital assets or make additional acquisitions; |
|
our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding; |
|
our inability to pay dividends on our Common Shares; |
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Common Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Prokopios
(Akis) Tsirigakis |
57 |
Chairman of the Board, Co-Chief Executive Officer and President |
||||||||
George
Syllantavos |
48 |
Co-Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director |
||||||||
Nicolas
Bornozis |
57 |
Director |
||||||||
Alexandros
Argyros |
32 |
Director |
||||||||
Stylianos
(Stelios) Anastopoulos |
62 |
Director |
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F; |
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
|
discussing with management major risk assessment and risk management policies; |
|
monitoring the independence of the independent auditor; |
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
|
reviewing and approving all related-party transactions; |
|
inquiring and discussing with management our compliance with applicable laws and regulations; |
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
|
appointing or replacing the independent auditor; |
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
|
should have demonstrated notable or significant achievements in business, education or public service; |
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
|
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
Subsidiary |
Vessel Name |
|||||
---|---|---|---|---|---|---|
Vega Corona AS
|
Vega Corona | |||||
Vega Crusader AS
|
Vega Crusader | |||||
Vega Juniz AS
|
Vega Juniz | |||||
Vega Emtoli AS
|
Vega Emtoli |
Vessel Name(1) |
Vessel Type |
Size (dwt) |
Year Built |
Gross Charter Rate ($ per day) |
Type/ Term(3) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Vega Corona
|
PSV |
1,400 |
2012 |
20,950 |
4 years
+ 4 optional years |
|||||||||||||||||
Vega Crusader
|
PSV |
1,400 |
2012 |
21,950 |
4 years
+ 4 optional years |
|||||||||||||||||
Vega Juniz
|
OSRV |
1,400 |
2012 |
26,200 |
4 years
+ 4 optional years |
|||||||||||||||||
Vega Emtoli
|
OSRV |
1,400 |
2012 |
26,200 |
4 years
+ 4 optional years |
Vessel types |
|
Classes |
|
Typical areas of operation |
|
Development features over time |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Accommodation Work Boat |
Classed by pax, deck space, and crane capacity. |
Transport general materials and personnel to and from worksites, provide hook ups and commission
facilities for offshore installations, and participate in salvage operations. |
Larger vessels with increasing crane size, and deck space. |
|||||||||||
Accommodation Barge |
Classed by pax, and crane capacity. |
Accommodate crew, 150-500 pax. |
Increasing crane size, and pipelay capabilities. |
|||||||||||
Heavylift / Crane Barge |
Classed according to crane capacity, and deck space. |
Lift and transport heavy offshore assets. |
Increasing crane capacity and deck space. |
|||||||||||
Anchor Handling Tug (AHT) |
Classed according to brake horse power (bhp) and/or bollard pull (bp) |
Tow and anchor mobile platforms, cranes, and pipelaying vessels. Supply cargos for
platforms. |
Increasing bhp, bp, and winch strengths. More advanced dynamic positioning (dp)
capabilities. |
Vessel types |
|
Classes |
|
Typical areas of operation |
|
Development features over time | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Harbour Tug |
Classed by bollard pull. |
Tow barges, and manoeuvre vessels in harbours and open seas. |
Increasing size and manoeveurability. |
|||||||||||
Ocean Tug |
Classed by bollard pull. |
Towage, and ocean going activities, and salvage work. |
Increasing power and manoeuvrability. |
|||||||||||
Landing Craft |
Classed by length, and dwt. |
Transport equipment and personnel. |
||||||||||||
Crew Boat |
Measured by length, and/or pax. |
Transport personnel to, from, and between offshore facilities, perform emergency response duties, and
transport small volumes of urgent cargo to support production activities. |
Larger vessels with increasing speed. |
|||||||||||
Utility Vessel |
Classed according to bhp. |
Support offshore construction projects, and transport personnel and oilfield supplies and equipment to
and from offshore sites. |
Increasing bhp. |
|||||||||||
Safety Standby / Emergency Response Rescue Vessel |
Classed according to bhp. |
Provide safety support services to offshore personnel, act as reserve radio station, and provide on-scene
coordination. |
Vessel types |
|
Classes |
|
Typical areas of operation |
|
Development features over time | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dive Support Vessel (DSV) |
Classed according to deadweight (dwt) and/or dive spreads. |
Dive support, subsea maintenance and repair activities. |
More advanced dynamic positioning, larger accommodation, and equipped with fire-fighting
capabilities. |
|||||||||||
Construction Support Vessel (CSV) |
Classed according to crane capacity, and bollard pull (bp). |
Subsea installation and construction, remote operations, and dive support activities. |
Increasing brake horse power, and bollard pull. |
|||||||||||
Well Intervention Vessel |
Classed according to deck area, deck crane capacity, ROV system capabilities, and well intervention
depth. |
Perform production logging, re-perforation, and repair work for improving oil recovery
purposes. |
Well intervention vessel is a relatively new vessel. |
|||||||||||
Platform Supply Vessel (PSV) |
Classed according to deadweight tonne (dwt) and/or deck area (sqm). |
Transport wet and dry bulk cargoes for offshore platforms, deck cargoes, and pipes for pipelaying
purposes. |
Increasing dwt, more advanced dynamic positioning, and equipped with fire fighting
capabilities. |
|||||||||||
Anchor Handling Tug Supply (AHTS) |
Classed according to brake horse power (bhp) and/or bollard pull (bp) |
Tow and anchor mobile platforms, cranes, and pipelaying vessels. Supply cargos for
platforms. |
Increasing bhp, bp, winch strengths, and dwt capacity. More advanced dynamic positioning (dp)
capabilities. |
Construction activities |
Towage activities |
Subsea
activities |
|
Formation and administrative costs. |
|
Management fees payable to Vega Offshore Management AS (the Commercial Manager), a related party wholly-owned and controlled by Vega Resource Group AS, for commercial management of the fleet, which includes entering into insurance contracts on behalf of Assetplus, seeking and negotiating employment of the vessels, arranging the provision of bunkers, estimating and accounting of hire due from charters and assisting of the collection of any balances due to Assetplus. |
|
Finance costs paid to Icon Capital Corp., a third party, for services rendered with respect to the execution of a commitment letter relating to a junior debt financing. However Assetplus did not proceed with this financing. |
|
Non-operating losses recognized with respect to the incentive rights award to the controlling shareholder of Assetplus, Oil and Gas. |
Assetplus Limited (Consolidated Historical) as of September 30, 2012 |
Nautilus Marine Acquisition Corp. (Historical) as of July 31, 2012 |
Pro Forma Adjustments (Assuming No Tender of Common Shares) |
Pro Forma Consolidated (Assuming No Tender of Common Shares) |
Pro Forma Adjustments For Maximum Allowable Tender of Common Shares |
Pro Forma Consolidated (Assuming Maximum Allowable Tender of Common Shares) |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets |
||||||||||||||||||||||||||
Cash and cash
equivalents |
$ | | $ | 118,538 | $ | 37,933,625 | (1) | $ | 38,052,163 | $ | (32,332,730 | ) (8) | $ | 5,719,433 | ||||||||||||
Restricted
Cash held in trust |
| 48,497,625 | (48,497,625 | )(1) | | | ||||||||||||||||||||
Prepaid
expenses |
16,005 | 22,130 | | 38,135 | | 38,135 | ||||||||||||||||||||
Inventories |
260,857 | | | 260,857 | | 260,857 | ||||||||||||||||||||
TOTAL
CURRENT ASSETS |
276,862 | 48,638,293 | (10,564,000 | ) | 38,351,155 | (32,332,730 | ) | 6,018,425 | ||||||||||||||||||
NON-CURRENT ASSETS |
||||||||||||||||||||||||||
Intangible
assets, net |
4,982,640 | | | 4,982,640 | | 4,982,640 | ||||||||||||||||||||
Advances for
vessel acquisitions |
15,615,000 | | | 15,615,000 | | 15,615,000 | ||||||||||||||||||||
Leasehold
improvements, net |
2,414,299 | | | 2,414,299 | | 2,414,299 | ||||||||||||||||||||
TOTAL
NON-CURRENT ASSETS |
23,011,939 | | | 23,011,939 | | 23,011,939 | ||||||||||||||||||||
Deferred
finance costs |
1,003,000 | | | 1,003,000 | | 1,003,000 | ||||||||||||||||||||
TOTAL
ASSETS |
$ | 24,291,801 | $ | 48,638,293 | $ | (10,564,000 | ) | $ | 62,366,094 | $ | (32,332,730 | ) | $ | 30,033,364 | ||||||||||||
Liabilities |
||||||||||||||||||||||||||
Trade
accounts payable |
$ | 6,026,456 | $ | 41,923 | $ | | $ | 6,068,379 | | 6,068,379 | ||||||||||||||||
Accrued
liabilities |
1,270,676 | | | 1,270,676 | 9,454,000 | (10) | 10,724,676 | |||||||||||||||||||
Due to
related parties |
90,000 | 139,180 | | 229,180 | | 229,180 | ||||||||||||||||||||
Deferred
underwriting compensation |
| 480,000 | (480,000 | )(3) | | | | |||||||||||||||||||
Accrued legal
fees |
| 100,000 | (100,000 | )(2) | | | | |||||||||||||||||||
TOTAL
CURRENT LIABILITIES |
7,387,132 | 761,103 | (580,000 | ) | 7,568,235 | 9,454,000 | 17,022,235 | |||||||||||||||||||
NON-CURRENT LIABILITIES |
||||||||||||||||||||||||||
Other
non-current liabilities |
6,227,906 | | | 6,227,906 | | 6,227,906 | ||||||||||||||||||||
TOTAL
LIABILITIES |
13,615,038 | 761,103 | (580,000 | ) | 13,796,141 | 9,454,000 | 23,250,141 | |||||||||||||||||||
Common Shares
subject to possible redemption (4,257,425 Common shares, at a per-share redemption price of $10.10) |
| 43,015,625 | (43,015,625 | )(4) | | | | |||||||||||||||||||
Common
stock |
12,850 | 174 | (12,252 | )(5) | 772 | (414 | )(9) | 358 | ||||||||||||||||||
Additional
paid-in capital |
12,384,238 | 5,230,972 | 42,658,296 | (6) | 60,273,506 | (41,786,316 | )(9) | 18,487,190 | ||||||||||||||||||
Accumulated
deficit |
(1,720,325 | ) | (369,581 | ) | (9,614,419 | )(7) | (11,704,325 | ) | | (11,704,325 | ) | |||||||||||||||
TOTAL
SHAREHOLDERS EQUITY |
10,676,763 | 4,861,565 | $ | (9,984,000 | ) | 48,569,953 | (41,786,730 | ) | 6,783,223 | |||||||||||||||||
TOTAL
SHAREHOLDERS EQUITY AND LIABILITIES |
$ | 24,291,801 | $ | 48,638,293 | $ | (10,564,000 | ) | $ | 62,366,094 | $ | (32,332,730 | ) | $ | 30,033,364 |
(1) |
Represents the following adjustments to cash and cash equivalents: |
|
An increase of $48,497,625 to cash and cash equivalents, and decrease of $48,497,625 to restricted cash for investments held in Nautiluss Trust Account that will be available for the consummation of the Acquisition, transaction costs, share repurchases, and the operating activities of Assetplus following the Acquisition; |
|
a decrease of $580,000 for the payment of $ 480,000 of deferred underwriting fees and $100,000 of legal fees that related to the IPO of Nautilus; which are payable upon the consummation of the Acquisition; |
|
a decrease of $2,834,000 for the payment of certain transaction costs and |
|
a decrease of $7,150,000 for the Cash Payment to the Sellers in connection with the Acquisition. |
(2) |
Represents a decrease of the deferred Nautilus IPO legal fees of $100,000 that will be paid using the proceeds of the Trust Account upon the consummation of the Acquisition. |
(3) |
Represents a decrease of $480,000 relating to the deferred underwriters fees of the IPO of Nautilus that will be paid upon the consummation of the Acquisition. |
(4) |
Represents the elimination of Common Shares subject to redemption pursuant to the Acquisition. |
(5) |
Represents the following adjustments to common stock: |
|
an increase of $426 due to reflect reclassification of Common Shares subject to redemption to Common Shares. The assumption is that no holders validly tender their Common Shares and the entire amount is reclassified as permanent equity; |
|
a decrease of $12,850 that represents the elimination of par value of Assetplus common stock outstanding upon consummation of the Acquisition with the full amount being reclassified to additional paid-in capital; and |
|
an increase of $172 to record the value of 1,722,773 newly-issued Common Shares to the Sellers as part of the Equity Consideration; |
(6) |
Represents the following adjustments to additional paid-in-capital: |
|
an increase of $12,850 that represents the elimination of the par value of Assetplus common stock outstanding upon the combination with the full amount being reclassified to additional paid-in capital (see note (5); |
|
the elimination of the $369,581 accumulated deficit of Nautilus; |
|
a decrease of $172 to record the value of 1,722,773 newly-issued Common Shares to the Sellers; and |
|
an increase of $43,015,199 to reflect reclassification of Common Shares subject to redemption to Common Shares. The assumption is that no holders validly tender their Common Shares and the entire amount is reclassified as permanent equity. |
(7) |
Represents the following adjustments to accumulated deficit: |
|
an increase of $2,834,000 to record the payment of certain transaction costs; |
|
the elimination of the $369,581 accumulated deficit of Nautilus. See note (6); and |
|
an increase of $7,150,000 for the Cash Payment to the Sellers in connection with the Acquisition. |
(8) |
Represents the following adjustments in the Cash and cash equivalents: |
|
a reduction in cash assuming Nautilus shareholders tender 4,137,300 Common Shares. This amount, which, immediately prior to the Acquisition, was being held in the Trust Account, represents the value of 4,137,300 Common Shares at $10.10 per Common Share |
|
an increase in cash by $2,304,000, representing the transaction costs, the payment of which can be deferred in accordance with the terms of the agreements with the service providers of Nautilus; and |
|
an increase in cash by $ 7,150,000, which represents the Cash Payment to the Seller, which can be deferred in accordance with the terms of the Share Purchase Agreement. |
(9) |
Reflects the reduction in Common Shares and the additional paid-in capital for 4,137,300 Common Shares tendered to, and purchased by, Nautilus pursuant to the Offer at a value of $10.10 per Common Share. |
(10) |
Represents the following adjustments in the Accrued liabilities: |
|
an increase of $2,304,000 with respect to transaction costs the payment of which can be deferred in accordance with the terms of the agreements with the service providers of Nautilus; and. |
|
an increase of $7,150,000 which represents the Cash Payment to the Seller, which can be deferred in accordance with the terms of the Share Purchase Agreement. |
Assetplus Limited (Consolidated Historical) Period from August 10, 2012 (date of incorporation to September 30, 2012 |
Nautilus Marine Acquisition Corp. (Historical) Three-month period ended July 31, 2012 |
Pro Forma Adjustments (Assuming No Tender of Common Shares) |
Pro Forma Consolidated (Assuming No Tender of Common Shares) |
Pro Forma Adjustments For Maximum Allowable Tender of Common Shares |
Pro Forma Consolidated (Assuming Maximum Allowable Tender of Common Shares) |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Statement
of Operations Data: |
|||||||||||||||||||||||||||
Formation and
administrative costs |
$ | (180,059 | ) | $ | (100,905 | ) | $ | 22,500 | (2) | $ | (258,464 | ) | $ | | $ | (258,464 | ) | ||||||||||
Management
fees-related party |
(180,000 | ) | | (180,000 | ) | | (180,000 | ) | |||||||||||||||||||
Operating
loss |
$ | (360,059 | ) | $ | (100,905 | ) | $ | 22,500 | $ | (438,464 | ) | $ | | $ | (438,464 | ) | |||||||||||
Finance
costs |
(115,000 | ) | | | (115,000 | ) | | (115,000 | ) | ||||||||||||||||||
Miscellaneous
income/(expense) |
| 16,291 | (15,057 | )(1) | 1,234 | 2,083 | (4) | 3,317 | |||||||||||||||||||
Other-non
operating loss |
(1,245,266 | ) | | | (1,245,266 | ) | | (1,245,266 | ) | ||||||||||||||||||
Net loss
(3) |
$ | (1,720,325 | ) | $ | (84,614 | ) | $ | 7,443 | $ | (1,797,496 | ) | $ | 2,083 | $ | (1,795,413 | ) | |||||||||||
Loss per
share attributable to shareholders |
|||||||||||||||||||||||||||
Basic and
diluted |
$ | (0.05 | ) | $ | (0.30 | ) | $ | (0.96 | ) | ||||||||||||||||||
Weighted
average shares outstanding: |
|||||||||||||||||||||||||||
Basic and
diluted |
1,742,575 | 6,000,000 | 1,862,700 |
(1) |
Reflects the reduction in interest income following the consummation of the transaction and the release of funds from Nautiluss Trust Account. |
(2) |
Reflects the reduction in expenses of $7,500 per month as a result of expiration of the Administrative Services Agreement with Fjord NEPA upon consummation of the Acquisition. |
(3) |
Assumes no provision for income taxes on the pro forma adjustments related to Nautilus due to Nautilus statutory income tax rate of 0% as a Marshall Islands business company. Also assumes that Assetplus, as a result of the Acquisition, will not be subject to U.S. federal income tax because it will be a wholly owned limited liability company of Nautilus, and thus, disregarded as an entity separate from Nautilus (a foreign corporation that is not engaged in U.S. trade or business). |
(4) |
Reflects the increase in interest income from Nautiluss Trust Account assuming the maximum tender of Common Shares. |
(5) |
The above table has not been adjusted for transaction costs
totaling $2,304,000 |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Prokopios (Akis)
Tsirigakis |
57 |
Chairman of the Board, Co-Chief Executive Officer and President |
||||||||
George
Syllantavos |
48 |
Co-Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director |
||||||||
Savvas
Georghiades |
62 |
Director |
||||||||
Anthony
Argyropoulos |
48 |
Director |
||||||||
Alexandros
Gotsopoulos |
31 |
Director |
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F; |
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
|
discussing with management major risk assessment and risk management policies; |
|
monitoring the independence of our independent auditor; |
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
|
reviewing and approving all related-party transactions; |
|
inquiring and discussing with management our compliance with applicable laws and regulations; |
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
|
appointing or replacing our independent auditor; |
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
|
should have demonstrated notable or significant achievements in business, education or public service; |
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
|
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
|
each person known by us to be the beneficial owner of more than 5% of the outstanding Common Shares on December 5, 2012 (pre-Transaction) and of our Common Shares outstanding after the consummation of the Transaction (post-Transaction); |
|
each of our current officers and directors; |
|
each person who will become an executive officer or director upon consummation of the Transaction; |
|
all pre-Transaction executive officers and directors as a group; and |
|
all post-Transaction executive officers and directors as a group. |
Pre-Transaction |
Post-Transaction |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amount and nature of beneficial ownership of Common Shares |
Approximate percentage of outstanding Common Shares |
Amount and nature of beneficial ownership of Common Shares |
Approximate percentage of outstanding Common Shares |
||||||||||||||||
Name and address of beneficial owners (1) |
|||||||||||||||||||
Astra
Maritime Inc. (2) |
472,400 | 7.9 | % | 275,567 | 3.3 | % | |||||||||||||
Orca
Marine Corp. (2) |
472,400 | 7.9 | % | 275,567 | 3.3 | % | |||||||||||||
Prokopios (Akis) Tsirigakis (2)(3) |
556,400 | 9.3 | % | 324,567 | 3.9 | % | |||||||||||||
George
Syllantavos (2)(3) |
556,400 | 9.3 | % | 324,567 | 3.9 | % | |||||||||||||
Fjord
Management S.A. (3) |
168,000 | 2.8 | % | 98,000 | 1.2 | % | |||||||||||||
Nicolas Bornozis |
56,000 | * | 32,666 | 0.4 | % | ||||||||||||||
Alexandros Argyros |
15,600 | * | 9,100 | 0.1 | % | ||||||||||||||
Stylianos Anastopoulos |
15,600 | * | 9,100 | 0.1 | % | ||||||||||||||
Bulldog Investors (4) |
584,524 | 9.7 | % | 584,524 | 7.0 | % | |||||||||||||
Pine
River Capital Management L.P.(5) |
594,000 | 9.9 | % | 594,000 | 7.1 | % | |||||||||||||
Polar
Securities Inc. (6) |
476,299 | 7.9 | % | 476,299 | 5.7 | % | |||||||||||||
Hudson
Bay Master Fund Ltd. (7) |
594,000 | 9.9 | % | 594,000 | 7.1 | % |
Pre-Transaction |
Post-Transaction |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amount and nature of beneficial ownership of Common Shares |
Approximate percentage of outstanding Common Shares |
Amount and nature of beneficial ownership of Common Shares |
Approximate percentage of outstanding Common Shares | ||||||||||||||||
AQR
Capital Management, LLC (8) |
931,200 | 15.5 | % | 931,200 | 11.2 | % | |||||||||||||
Oil
and Gas Ships Investor Limited (9) |
| | 1,985,149 | 23.9 | % | ||||||||||||||
Vega
Resource Group A.S. (10) |
| | 237,624 | 2.9 | % | ||||||||||||||
Mezzanine Financing Investment III Ltd. (11) |
| | 594,059 | 7.1 | % | ||||||||||||||
Alexandros Gotsopoulos (12) Anthony Argyropoulos (13) |
| | | | |||||||||||||||
Savvas
Georghiades (14) |
| | | | |||||||||||||||
All
pre-transaction directors and executive officers as a group (5 persons) (2) |
1,200,000 | 20.0 | % | 700,000 | 8.4 | % | |||||||||||||
All
post-transaction directors and executive officers as a group (5 persons) (2) |
1,112,800 | 18.5 | % | 649,134 | 7.8 | % |
* |
Less than 1 percent. |
(1) |
Unless otherwise indicated, the business address of each of the shareholders is c/o 90 Kifissias Avenue, Maroussi 15125, Athens, Greece. |
(2) |
Mr. Tsirigakis is the sole shareholder of Astra Maritime Inc. and Mr. Syllantavos is the sole shareholder of Orca Marine Corp. As a result, Mr. Tsirigakis may be deemed to be beneficial owners of any shares deemed to be beneficially owned by Astra Maritime Inc., and Mr. Syllantavos may be deemed to be beneficial owner of any shares deemed to be beneficially owned by Orca Marine Corp. |
(3) |
Mr. Tsirigakis and Mr. Syllantavos each own 50% of Fjord Management S.A. As a result, they may each be deemed to be beneficial owners of 50% of the shares deemed to be beneficially owned by Fjord Management S.A. Each of Messrs. Tsirigakis and Syllantavos disclaim beneficial ownership of any shares of Fjord Management S.A. in which he does not have a pecuniary interest. |
(4) |
Based on information contained in a Schedule 13G/A filed by the following persons on February 14, 2012, Phillip Goldstein and Andrew Dakos are principals of Bulldog Investors. Bulldog Investors has the sole voting with respect to 408,831 Common Shares and sole dispositive power with respect to 584,524 Common Shares. The address of Bulldog Investors is Park 80 West, 250 Pehle Ave. Suite 708, Saddle Brook, NJ 07663. |
(5) |
Based on information contained in a Schedule 13G filed by the following persons on July 25, 2011, Brian Taylor is the principal of each of, Pine River Master Fund Ltd. and Pine River Capital Management L.P., and shares with them voting and dispositive power with respect to these shares. The address for each of them is 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305. |
(6) |
Based on information contained in a Schedule 13G/A filed by the following persons on February 14, 2012, Polar Securities Inc. and North Pole Capital Master Fund share voting and dispositive power with respect to these shares. Paul Sabourin serves as the Chief Investment Officer of each of Polar Securities and North Pole, and their address is 372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada. |
(7) |
Based on information contained in a Schedule 13G filed by the following persons on July 26, 2011, Hudson Bay Master Fund Ltd., Hudson Bay Capital Management, L.P. (the Investment Manager) and Mr. Sander Gerber share voting and dispositive power with respect to these shares. The address of the principal business office of each of the Investment Manager and Mr. Gerber is 120 Broadway, 40th Floor, New York, NY 10271. The address of the principal business office of Hudson Bay Master Fund Ltd. is Walkers SPV Limited, Walker House, PO Box 908GT, Mary Street, Georgetown, Grand Cayman, Cayman Islands. |
(8) |
Based on information contained in a Schedule 13G/A filed by the following person on February 8, 2012, AQR Capital Management, LLC (AQR) serves as the investment manager to the AQR Diversified Arbitrage Fund, an open-end registered investment company, which holds 754,800 of the shares reported in the Schedule 13G. AQR Capital Management, LLC has shared voting and dispositive power with respect to these shares. Abdon Bolivar serves as the Chief Compliance Officer to AQR, and its address is Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(9) |
Ms. Vrysiis Aikaterini Vosniadi is the natural person with voting and dispositive power with respect to these Common Shares. The address of this shareholder is c/o Assetplus Limited, 10 Skopa Street, Tribune Huse, 1075, Nicosia, Cyprus. |
(10) |
Messrs. Kjell Eivind Karlsen, Kenneth Fjelt, Per Andreas Schøyen, Svein-Harald Mosvold Knutsen and Tom Arne Nordvik share voting and dispositive power with respect to these Common Shares. The address of these shareholders is c/o Vega Offshore Management AS, PO Box 54, N-4611 Kristianland, Norway. |
(11) |
Ms. Elissavet Manola is the natural person with voting and dispositive power with respect to these Common Shares. The address of this shareholder is 5/1 Merchants Street, Valletta, Malta. |
(12) |
The address of this person is Agiou Konstantinou Street 52, 151 24 Marousi, Greece. |
(13) |
The address of this person is c/o Seaborne Capital Advisors, Spefsippoy 17, Athens, Greece, 10675. |
(14) |
The address of this person is Tribune House, 10 Skopa Street, Nicosia, 1086 Cyprus. |
By
Facsimile (for Eligible Institutions only) |
Confirm
Receipt of Facsimile by Telephone: |
|||||
(718)
234-5001 |
(718)
921-8317 |
NAUTILUS MARINE ACQUISITION CORP. |
|||||||
As
of October 31, 2011 and the period November 1, 2010 (inception) through October 31, 2011 |
|||||||
F-2 | |||||||
F-3 | |||||||
F-4 | |||||||
F-5 | |||||||
F-6 | |||||||
F-7 | |||||||
As
of July 31, 2012 and October 31, 2011 and for the three and nine month periods ended July 31, 2012 and 2011 and the period from November 1, 2010
(inception) through July 31, 2012 |
|||||||
F-15 | |||||||
F-16 | |||||||
F-17 | |||||||
F-18 | |||||||
F-19 | |||||||
As
of September 30, 2012 and the period August 10, 2010 (date of incorporation) to September 30, 2012 |
|||||||
F-29 | |||||||
F-30 | |||||||
Consolidated
Statement of Operations for the Period August 10, 2012 (date of incorporation) to September 30, 2012 |
F-31 | ||||||
F-32 | |||||||
F-33 | |||||||
F-34 |
ASSETS |
||||||
Current
Assets: |
||||||
Cash
|
$ | 290,364 | ||||
Restricted
Cash Held in Trust |
48,485,877 | |||||
Total
Assets |
$ | 48,776,241 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||
Current
Liabilities: |
||||||
Deferred
Underwriting Compensation |
$ | 480,000 | ||||
Accounts
payable |
32,543 | |||||
Due to
related parties |
19,180 | |||||
Accrued legal
fees |
100,000 | |||||
Total
Liabilities |
631,723 | |||||
Common Stock
Subject to Possible Redemption, 4,257,425 Shares (at Redemption Value) |
43,005,205 | |||||
Shareholders Equity: |
||||||
Preferred
Stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding |
| |||||
Common Stock,
$0.0001 par value; 200,000,000 shares authorized, 6,000,000 shares issued and outstanding (4,257,425 shares subject to possible redemption)
|
600 | |||||
Additional
Paid-in Capital |
5,227,426 | |||||
Deficit
Accumulated During Development Stage |
(88,713 | ) | ||||
Total
Shareholders Equity |
5,139,313 | |||||
Total
Liabilities and Shareholders Equity |
$ | 48,776,241 |
Period from November 1, 2010 (inception) through October 31, 2011 |
||||||
---|---|---|---|---|---|---|
Revenues:
|
$ | | ||||
Expenses: |
||||||
Formation and
Operating costs |
94,590 | |||||
Miscellaneous
income |
(5,877 | ) | ||||
Total
expenses |
88,713 | |||||
Net Loss
|
$ | (88,713 | ) | |||
Basic and
diluted net loss per share |
$ | (0.03 | ) | |||
Weighted
average shares outstanding |
2,700,165 |
Shares of common stock |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares |
Amount |
Additional paid-in capital |
Deficit accumulated during the development stage |
Shareholders Equity |
|||||||||||||||||||
Balance at
November 1, 2010 |
| $ | | $ | | $ | | $ | | ||||||||||||||
Shares of
common stock issued at $0.01449 per share |
1,380,000 | 138 | 24,862 | | 25,000 | ||||||||||||||||||
Sale on July
14, 2011 of 4,800,000 units at $10 per unit, (including 4,257,425 shares subject to possible redemption) |
4,800,000 | 480 | 47,999,520 | | 48,000,000 | ||||||||||||||||||
Underwriters discount and offering expenses |
| | (2,122,769 | ) | | (2,122,769 | ) | ||||||||||||||||
Sale on July
14, 2011 of 3,108,000 private placement warrants to the Sponsor at $0.75 per warrant |
| | 2,331,000 | 2,331,000 | |||||||||||||||||||
Forfeiture of
common stock due to non-exercise of the over-allotment option |
(180,000 | ) | (18 | ) | 18 | | | ||||||||||||||||
Proceeds
subject to possible redemption of 4,257,425 shares of common stock at redemption value |
| | (43,005,205 | ) | | (43,005,205 | ) | ||||||||||||||||
Net loss
attributable to common shareholders not subject to possible redemption |
| | | (88,713 | ) | (88,713 | ) | ||||||||||||||||
Balance at
October 31, 2011 |
6,000,000 | $ | 600 | $ | 5,227,426 | $ | (88,713 | ) | $ | 5,139,313 |
Cash Flows
from Operating Activities |
||||||||||
Net
loss |
$ | (88,713 | ) | |||||||
Adjustments
to reconcile net loss to net cash used in operating activities: |
||||||||||
Due to
Sponsors |
19,180 | |||||||||
Increase in
accounts payable |
32,543 | |||||||||
Gain on
trading securities |
(5,877 | ) | ||||||||
Net cash used
in operating activities |
(42,867 | ) | ||||||||
Cash Flows
from Investing Activities |
||||||||||
Principal
deposited in Trust Account |
(48,480,000 | ) | ||||||||
Net cash used
in investing activities |
(48,480,000 | ) | ||||||||
Cash Flows
from Financing Activities |
||||||||||
Proceeds from
notes payable to affiliate |
238,145 | |||||||||
Payments of
notes payable to affiliate |
(238,145 | ) | ||||||||
Proceeds from
public offering |
48,000,000 | |||||||||
Proceeds from
issuance of Sponsor Warrants |
2,331,000 | |||||||||
Payment of
offering costs |
(1,542,769 | ) | ||||||||
Proceeds from
sale of sponsors shares of common stock |
25,000 | |||||||||
Net cash
provided by financing activities |
48,813,231 | |||||||||
Net increase
in cash |
290,364 | |||||||||
Cash at
beginning of period |
| |||||||||
Cash at
end of period |
$ | 290,364 |
Description |
Balances, at October 31, 2011 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: |
||||||||||||||||||
Investments
held in Trust Account |
$ | 48,485,977 | $ | 48,485,977 | | | ||||||||||||
Total
|
$ | 48,485,977 | $ | 48,485,977 | | |
July 31, 2012 (Unaudited) |
October 31, 2011 (Audited) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
ASSETS |
||||||||||
Current
Assets: |
||||||||||
Cash
|
$ | 118,538 | $ | 290,364 | ||||||
Prepaid
expenses |
22,130 | | ||||||||
Restricted
cash held in trust |
48,497,625 | 48,485,877 | ||||||||
Total
Assets |
$ | 48,638,293 | $ | 48,776,241 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||
Current
Liabilities: |
||||||||||
Deferred
underwriting compensation |
$ | 480,000 | $ | 480,000 | ||||||
Accounts
payable |
41,923 | 32,543 | ||||||||
Due to
related parties |
139,180 | 19,180 | ||||||||
Accrued legal
fees |
100,000 | 100,000 | ||||||||
Total
Liabilities |
761,103 | 631,723 | ||||||||
Common stock
subject to possible redemption, 4,257,425 shares (at Redemption Value) |
43,015,625 | 43,005,205 | ||||||||
Shareholders Equity: |
||||||||||
Preferred
Stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding |
| | ||||||||
Common Stock,
$0.0001 par value; 200,000,000 shares authorized, 1,742,575 shares issued and outstanding (excluding 4,257,425 shares subject to possible
redemption) |
174 | 174 | ||||||||
Additional
paid-in capital |
5,230,972 | 5,227,852 | ||||||||
Deficit
accumulated during development stage |
(369,581 | ) | (88,713 | ) | ||||||
Total
Shareholders Equity, Net |
4,861,565 | 5,139,313 | ||||||||
Total
Liabilities and Shareholders Equity |
$ | 48,638,293 | $ | 48,776,241 |
3 months ended July 31, 2012 (unaudited) |
3 months ended July 31, 2011 (unaudited) |
9 months ended July 31, 2012 (unaudited) |
9 months ended July 31, 2011 (unaudited) |
Period from November 1, 2010 (Inception) through July 31, 2012 (unaudited) |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues:
|
$ | | $ | | $ | | $ | | $ | | |||||||||||||
Expenses: |
|||||||||||||||||||||||
Formation and
Operating costs |
100,905 | 10,422 | 327,812 | 19,231 | 422,402 | ||||||||||||||||||
Loss from
operations |
(100,905 | ) | (10,422 | ) | (327,812 | ) | (19,231 | ) | (422,402 | ) | |||||||||||||
Miscellaneous
Income/ (Expense) |
16,291 | (2,652 | ) | 46,944 | (2,652 | ) | 52,821 | ||||||||||||||||
Net Loss
|
$ | (84,614 | ) | $ | (13,074 | ) | $ | (280,868 | ) | $ | (21,883 | ) | $ | (369,581 | ) | ||||||||
Weighted average
shares outstanding |
1,742,575 | 1,444,873 | 1,601,584 | 1,401,942 | |||||||||||||||||||
Basic and
diluted net loss per share |
$ | (0.05 | ) | $ | (0.01 | ) | $ | (0.18 | ) | $ | (0.02 | ) |
Shares |
Amount |
Additional Paid-in Capital |
Deficit Accumulated during the Development Stage |
Shareholders Equity |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at
November 1, 2010 |
| $ | | $ | | $ | | $ | | |||||||||||||
Shares of
common stock issued at $0.01449 per share |
1,380,000 | 138 | 24,862 | | 25,000 | |||||||||||||||||
Sale on July
14, 2011 of 4,800,000 units at $10 per unit, (including 4,257,425 shares subject to possible redemption) |
4,800,000 | 480 | 47,999,520 | | 48,000,000 | |||||||||||||||||
Underwriters discount and offering expenses |
| | (2,122,769 | ) | | (2,122,769 | ) | |||||||||||||||
Sale on July
14, 2011 of 3,108,000 private placement warrants to the Sponsor at $0.75 per warrant |
| | 2,331,000 | | 2,331,000 | |||||||||||||||||
Forfeiture of
Common stock due to non-exercise of the over-allotment option |
(180,000 | ) | (18 | ) | 18 | | | |||||||||||||||
Proceeds
subject to possible redemption of 4,257,425 shares of common stock at redemption value |
(4,257,425 | ) | (426 | ) | (43,004,779 | ) | | (43,005,205 | ) | |||||||||||||
Net loss
attributable to common shareholders not subject to possible redemption |
| | | (88,713 | ) | (88,713 | ) | |||||||||||||||
Balance at
October 31, 2011 |
1,742,575 | $ | 174 | $ | 5,227,852 | $ | (88,713 | ) | $ | 5,139,313 | ||||||||||||
Adjustment to
the proceeds subject to possible redemption of 4,257,425 shares of common stock at redemption value |
| | (10,420 | ) | | (10,420 | ) | |||||||||||||||
Offering
expenses refund |
| | 13,540 | | 13,540 | |||||||||||||||||
Net loss
attributable to common shareholders not subject to possible redemption |
| | | (280,868 | ) | (280,868 | ) | |||||||||||||||
Balance at
July 31, 2012 |
1,742,575 | $ | 174 | $ | 5,230,972 | (369,581 | ) | $ | 4,861,565 |
9 months ended July 31, 2012 |
9 months ended July 31, 2011 |
Period from November 1, 2010 (Inception) through July 31, 2012 |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash Flows
from Operating Activities |
||||||||||||||
Net loss
|
$ | (280,868 | ) | $ | (21,883 | ) | $ | (369,581 | ) | |||||
Adjustments to
reconcile net loss to net cash used in operating activities: |
||||||||||||||
Due to related
parties |
| | 19,180 | |||||||||||
Increase in
Accounts Payable |
9,380 | 10,422 | 41,923 | |||||||||||
Prepaid
Expenses |
(22,130 | ) | | (22,130 | ) | |||||||||
Loss/ (Gain)
on Trading Securities |
(11,748 | ) | 2,652 | (17,625 | ) | |||||||||
Net Cash
used in Operating Activities |
(305,366 | ) | (8,809 | ) | (348,233 | ) | ||||||||
Cash Flows
from Investing Activities |
||||||||||||||
Principal
Deposited in trust account |
| (48,480,000 | ) | (48,480,000 | ) | |||||||||
Net Cash
used in Investing Activities |
| (48,480,000 | ) | (48,480,000 | ) | |||||||||
Cash Flows
from Financing Activities |
||||||||||||||
Proceeds from
notes payable to affiliate |
120,000 | 238,145 | 358,145 | |||||||||||
Payment of
notes payable to affiliate |
| (238,145 | ) | (238,145 | ) | |||||||||
Proceeds from
public offering |
| 48,000,000 | 48,000,000 | |||||||||||
Proceeds from
issuance of sponsor warrants |
| 2,331,000 | 2,331,000 | |||||||||||
Payment of
Offering costs |
| (1,542,769 | ) | (1,542,769 | ) | |||||||||
Refund of
Offering costs |
13,540 | | 13,540 | |||||||||||
Proceeds from
sale of sponsors shares of common stock |
| 25,000 | 25,000 | |||||||||||
Net Cash
provided by financing activities |
133,540 | 48,813,231 | 48,946,771 | |||||||||||
Net
(decrease)/ increase in cash |
(171,827 | ) | 324,422 | 118,538 | ||||||||||
Cash at
beginning of period |
290,364 | | | |||||||||||
Cash at end
of period |
$ | 118,538 | $ | 324,422 | $ | 118,538 | ||||||||
Supplemental Disclosure of Non-Cash Transactions: |
||||||||||||||
Deferred
underwriting compensation |
| 480,000 | 480,000 | |||||||||||
Accrued legal
fees |
| 100,000 | 100,000 |
Description |
Balances, at July 31, 2012 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: |
||||||||||||||||||
Restricted
cash held in trust |
$ | 48,497,625 | $ | 48,497,625 | | | ||||||||||||
Total
|
$ | 48,497,625 | $ | 48,497,625 | | |
Description |
Balances, at July 31, 2012 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: |
||||||||||||||||||
Restricted
cash held in trust |
$ | 48,485,877 | $ | 48,485,877 | | | ||||||||||||
Total
|
$ | 48,485,877 | $ | 48,485,877 | | |
Page | ||||||
F-29 | ||||||
F-30 | ||||||
F-31 | ||||||
F-32 | ||||||
F-33 | ||||||
F-34 |
Notes |
As of September 30, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
ASSETS |
||||||||||
CURRENT
ASSETS |
||||||||||
Cash and cash
equivalents |
| |||||||||
Prepaid
expenses |
16,005 | |||||||||
Inventories
|
260,857 | |||||||||
TOTAL
CURRENT ASSETS |
276,862 | |||||||||
NON-CURRENT ASSETS |
||||||||||
Intangible
assets |
7 |
4,982,640 | ||||||||
Advances for
vessel acquisitions |
4 |
15,615,000 | ||||||||
Leasehold
improvements |
4 |
2,414,299 | ||||||||
TOTAL
NON-CURRENT ASSETS |
23,011,939 | |||||||||
Deferred
finance costs |
6 |
1,003,000 | ||||||||
TOTAL
ASSETS |
24,291,801 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||
CURRENT
LIABILITIES |
||||||||||
Trade
accounts payable |
4 |
6,026,456 | ||||||||
Accrued
liabilities |
5 |
1,270,676 | ||||||||
Due to
related party |
3 |
90,000 | ||||||||
TOTAL
CURRENT LIABILITIES |
7,387,132 | |||||||||
NON-CURRENT LIABILITIES |
||||||||||
Other
non-current liabilities |
7 |
6,227,906 | ||||||||
TOTAL
LIABILITIES |
13,615,038 | |||||||||
COMMITMENTS AND CONTINGENCIES |
9 |
| ||||||||
SHAREHOLDERS EQUITY |
||||||||||
Share capital
(Common stock, $0.0013 par value, 10,000 shares authorized, 10,000 shares issued and outstanding) |
8 |
12,850 | ||||||||
Additional
paid-in capital |
8 |
12,384,238 | ||||||||
Deficit
accumulated during development stage |
(1,720,325 | ) | ||||||||
TOTAL
SHAREHOLDERS EQUITY |
10,676,763 | |||||||||
TOTAL
LIABILITIES AND SHAREHOLDERS EQUITY |
24,291,801 |
Notes |
Period from August 10, 2012 (date of incorporation) to September 30, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Revenue |
| |||||||||
Costs and
Expenses: |
||||||||||
Formation and
administrative costs |
(180,059 | ) | ||||||||
Management
fees related party |
3 |
(180,000 | ) | |||||||
Operating
loss |
(360,059 | ) | ||||||||
Other
Expenses: |
||||||||||
Finance costs
|
(115,000 | ) | ||||||||
Other
non-operating loss |
7 |
(1,245,266 | ) | |||||||
Net loss
|
(1,720,325 | ) | ||||||||
Other
comprehensive income |
| |||||||||
Net loss
and total comprehensive loss |
(1,720,325 | ) |
Share Capital |
Additional Paid-in Capital |
Deficit Accumulated During the Development Stage |
Total Shareholders Equity |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance
August 10, 2012 (date of incorporation) |
| | | | ||||||||||||||
Issuance of
10,000 shares of common stock on August 10, 2012 at $1.285 per share |
12,850 | | | 12,850 | ||||||||||||||
Contribution
from shareholders |
| 12,384,238 | | 12,384,238 | ||||||||||||||
Net
loss |
| | (1,720,325 | ) | (1,720,325 | ) | ||||||||||||
Balance
September 30, 2012 |
12,850 | 12,384,238 | (1,720,325 | ) | 10,676,763 |
Period from August 10, 2012 (date of incorporation) to September 30, 2012 |
||||||
---|---|---|---|---|---|---|
Cash flows
from operating activities |
||||||
Net loss
|
(1,720,325 | ) | ||||
Adjustments
to reconcile net loss to net cash used in operating activities: |
||||||
Other
non-operating loss |
1,245,266 | |||||
Increase in
prepaid expenses |
(16,005 | ) | ||||
Increase in
inventories |
(260,857 | ) | ||||
Increase in
trade accounts payable |
298,078 | |||||
Increase in
due to related party |
90,000 | |||||
Net cash
used in operating activities |
(363,843 | ) | ||||
Cash flows
from investing activities |
||||||
Advances for
vessel acquisitions |
(8,000,000 | ) | ||||
Leasehold
improvements paid |
(1,527,245 | ) | ||||
Net cash
used in investing activities |
(9,527,245 | ) | ||||
Cash flows
from financing activities |
||||||
Issuance of
common stock |
12,850 | |||||
Contribution
from shareholders |
9,878,238 | |||||
Net cash
provided by financing activities |
9,891,088 | |||||
Net change
in cash and cash equivalents |
| |||||
Cash and
cash equivalents at beginning of period |
| |||||
Cash and
cash equivalents at end of period |
| |||||
Supplemental cash flow information |
||||||
Non-cash
investing and financing activities: |
||||||
Advances paid
to the Seller by the Non-controlling Shareholder for the acquisition of the two PSVs prior to the incorporation of the Company |
2,410,000 | |||||
Advances for
vessel acquisitions included under trade accounts payable |
5,205,000 | |||||
Leasehold
improvements paid by the Non-controlling Shareholder prior to the incorporation of the Company |
96,000 | |||||
Leasehold
improvements included under trade accounts payable and accrued liabilities |
791,054 | |||||
Deferred
financing charges included under accrued liabilities |
1,003,000 | |||||
Incentive
rights awarded for the contribution of intangible assets |
4,982,640 |
Subsidiary |
|
Country of Incorporation |
|
Vessel name |
|
Year Built |
|
Acquisition date |
|
DWT (1) |
|
Type of vessel |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Vessel-owning companies: |
||||||||||||||||||||||||||
Vega Corona
A.S. |
Norway |
Vega
Corona |
2012 |
(2) |
1,393 | PSV |
||||||||||||||||||||
Vega Crusader
A.S. |
Norway |
Vega
Crusader |
2012 |
(2) |
1,393 | PSV |
||||||||||||||||||||
Vega Juniz
A.S. |
Norway |
Vega
Juniz |
2012 |
(2) |
1,393 | OSRV |
||||||||||||||||||||
Other: |
||||||||||||||||||||||||||
Vega Offshore
A.S. |
Norway |
|
|
|
| |
(1) |
Deadweight Ton (DWT). A unit of a vessels capacity for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilograms. A vessels DWT is the total weight the vessel can carry when loaded to a particular load line. |
(2) |
The Company has entered into a bareboat agreement with Nam Cheong International Ltd. for a maximum period of twelve months. The Company is obliged to acquire the vessel prior to the expiration of this period. |
a) |
Basis of Presentation and Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the subsidiaries disclosed in Note 1. All intercompany balances and transactions have been eliminated in consolidation. |
b) |
Development Stage Company: The Company complies with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities. As of September 30, 2012, the Company had not commenced operations or generated revenue. All activities from the Companys incorporation through September 30, 2012 relate to the Companys formation, the identification of potential target assets and the improvement and modification of the existing ones. |
c) |
Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates have been made by management, including the fair value of the Incentive Rights award to the Controlling Shareholder and the Non-controlling Shareholder, the recoverability of deferred finance costs and certain accrued liabilities. Actual results could differ from those estimates. |
d) |
Comprehensive Income: The Company has no other comprehensive income and accordingly comprehensive loss equals net loss. |
e) |
Foreign Currency Translation: The functional and reporting currency of the Company and its subsidiaries is the United States Dollar (U.S. Dollar). Transactions incurred in other currencies during the year are translated into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to reflect the period end exchange rates. Any resulting gains or losses are reflected separately in the accompanying consolidated statements of operations in the period in which they arise. |
f) |
Cash and Cash Equivalents: The Company considers highly-liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less at the time of issuance to be cash equivalents. |
g) |
Inventories: Inventories, which comprise of bunkers on board the vessels, are stated at the lower of cost or market and are charged to operating expenses as consumed determined on the first-in, first-out (FIFO) basis. |
h) |
Advances for vessels acquisition: Advances made to the Seller are classified as Advances for vessel acquisition until the date of the payment of the delivery installment, at which date the Company obtains the ownership of the vessel. |
i) |
Amortization of Leasehold Improvements: Amortization of leasehold improvements on leased vessels is computed utilizing the straight-line method over the lease term or the remaining useful life of the asset, whichever is shorter, after the assessment of any extension options included in the charter parties or any vessel purchase commitments in place. If the Company purchases the leased vessel prior to the end of the operating lease term, the Company recognizes the value of any unamortized capitalized leasehold improvement as an adjustment of the acquisition price. |
j) |
Deferred Financing Costs: Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized over the term of the respective loan or credit facility using the straight-line method. The effect of using the straight-line method for amortizing financing fees incurred on new loans is not materially different from that obtained using the effective interest method. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period in which the repayment or refinancing is made, subject to the guidance regarding Debt Extinguishment. Any unamortized balance of costs related to credit facilities repaid is expensed in the period. Any unamortized balance of costs relating to credit facilities refinanced is deferred and amortized over the term of the respective credit facility in the period in which the refinancing occurs, subject to the provisions of the accounting guidance relating to Changes in Line-of-Credit or Revolving-Debt Arrangements. |
k) |
Pension and Retirement Benefit Obligations Crew: The vessel-owning companies included in the consolidated financial statements employ the crew on board, under short-term contracts (usually up to nine months) and accordingly, they are not liable for any pension or post-retirement benefits. |
l) |
Leases: Bareboat agreements which meet the criteria of ASC 840 as operating leases are recognized on a straight-line basis over the period of the agreement and are included under Formation and administrative costs in the accompanying consolidated statement of operations during the period that the vessels are under modification. |
|
September 30, 2012 |
|||||
---|---|---|---|---|---|---|
Deferred finance
costs (Note 6) |
1,003,000 | |||||
Leasehold
improvements |
267,676 | |||||
Total Accrued
Liabilities |
1,270,676 |
Level
1: |
Quoted market prices in active markets for identical assets and liabilities. |
Level
2: |
Observable market-based inputs or unobservable inputs that are corroborated by market data. |
Level
3: |
Unobservable inputs that are not corroborated by market data. |
Type of vessel |
|
Controlling Shareholder |
|
Non-controlling Shareholder |
||||||
---|---|---|---|---|---|---|---|---|---|---|
USD | USD | |||||||||
PSV1 |
308,508 | 1,234,032 | ||||||||
PSV2 |
308,508 | 1,234,032 | ||||||||
OSRV1 |
322,996 | 1,291,984 | ||||||||
OSRV2 |
322,996 | 1,291,984 | ||||||||
OSRV3 |
322,996 | 1,291,984 | ||||||||
OSRV4 |
322,996 | 1,291,984 | ||||||||
Total
|
1,909,000 | 7,636,000 |
|
Level 1: |
|
Level 2:. |
Level 3: |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-current
liabilities/Other non-current liabilities |
||||||||||||||
Incentive
Rights |
| | 6,227,906 |
Period ending September 30 |
|
|||||
---|---|---|---|---|---|---|
2013 |
21,789,248 | |||||
2014 |
5,397,252 | |||||
Total
|
27,186,500 |
Period ending September 30 |
||||||
---|---|---|---|---|---|---|
2013 |
21,789,248 | |||||
2014 |
25,221,500 | |||||
2015 |
25,221,500 | |||||
2016 |
25,290,600 | |||||
2017 |
5,328,200 | |||||
Total
|
102,851,048 |
Period ending September 30 |
|
|||||
---|---|---|---|---|---|---|
2013 |
20,945,000 | |||||
Total
|
20,945,000 |
APL: |
|||||||||||
ASSETPLUS LIMITED |
|||||||||||
By: |
/s/ Dimitris Papavasileiou |
||||||||||
Name: Dimitris Papavasileiou |
|||||||||||
Title: Attorney-In-Fact |
|||||||||||
SELLERS: |
|||||||||||
OIL AND GAS SHIPS INVESTOR LIMITED |
|||||||||||
By: |
/s/ Dimitris Papavasileiou |
||||||||||
Name: Dimitris Papavasileiou |
|||||||||||
Title: Attorney-In-Fact |
|||||||||||
VEGA RESOURCE GROUP A.S. |
|||||||||||
By: |
/s/ Dimitris Papavasileiou |
||||||||||
Name: Dimitris Papavasileiou |
|||||||||||
Title: Attorney-In-Fact |
|||||||||||
NAUTILUS: |
|||||||||||
NAUTILUS MARINE ACQUISITION CORP. |
|||||||||||
By: |
/s/ Prokopios (Akis) Tsrigakis |
||||||||||
Name: Prokopios (Akis) Tsrigakis |
|||||||||||
Title: President |
|||||||||||
ACCEPTED AND AGREED: |
|||||||||||
MEZZANINE FINANCING INVESTMENT III LTD., solely for purposes of Section 2(f) |
|||||||||||
By: |
/s/ Louise Cefai |
||||||||||
Name: Louise Cefai |
|||||||||||
Title: Sole Director |
By Facsimile
(for Eligible Institutions only) |
Confirm
Receipt of Facsimile by Telephone: |
|||||
(718)
234-5001 |
(718)
921-8317 |
Exhibit (a)(1)(B)
Letter of Transmittal
To Tender Common Stock
Pursuant to the Offer to Purchase dated December 7, 2012
by
NAUTILUS MARINE ACQUISITION CORP.
of
Up to 4,137,300 Shares of its Common Stock
at a Purchase Price of $10.10 Per Share
In Connection with its Consummation of a Proposed Business Transaction
THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON MONDAY, JANUARY 7,
2013,
UNLESS THE OFFER IS EXTENDED.
You are urged to review carefully the Offer to Purchase to determine if you support
Nautilus Marine Acquisition Corp.’s
proposed acquisition of Assetplus Limited. If you support the proposed acquisition, do not tender
your Common
Stock in this Offer.
The Depositary for the Offer is:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attn: Reorganization Department
By Facsimile (for Eligible Institutions only) | Confirm Receipt of Facsimile by Telephone: | |
718-234-5001 |
718-921-8317
|
The instructions set forth in this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) | |||||||||
Name(s) and Address(es) of Registered Holders(s) | Common Shares Tendered (Attach Additional Signed List if Necessary) | ||||||||
Certificate |
Total Number |
Number
| |||||||
* Need not be completed if shares are tendered by book-entry transfer. | |||||||||
** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4. | |||||||||
1. |
If you support Nautilus Marine Acquisition Corp.s proposed acquisition of Assetplus Limited and want to retain your Common Shares, you do not need to take any action. |
2. |
If you want to participate in the Offer (as defined below), you should complete this Letter of Transmittal. |
o |
CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER COMMON SHARES BY BOOK-ENTRY TRANSFER): |
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PAYORS NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC |
|||||||||||||
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Payees Name: |
|||||||||||||
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Payees Business Name (if different from above): |
|||||||||||||
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Payees Address: |
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Mark |
|
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[ ] Limited |
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[ ] |
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[ ] |
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[ ] |
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[ ] |
SUBSTITUTE |
|
|
Enter appropriate tax classification (check one) |
||||||||||
|
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|
|
|
|||||||||
Department |
|
|
Part I PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. |
|
|
TIN: Social Security Number Employer Identification Number |
|||||||
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|
|
||||||||||
Internal |
|
|
Part II For Payees exempt from backup withholding, write Exempt here and sign and date below (see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein) |
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Payors |
|
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Part III Certification Under penalties of perjury, I certify that: |
||||||||||
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||||||||||
|
|
|
Certification Instructions You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute From W-9.) |
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|||||||
|
NOTE: |
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% (OR THE THEN PREVAILING RATE) OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. |
By
Facsimile (for Eligible Institutions only) 718-234-5001 |
Confirm Receipt of Facsimile by Telephone: 718-921-8317 |
Exhibit (a)(1)(C)
Exhibit (a)(1)(D)
|
The Offer is for a maximum of 4,137,300 Common Shares of the Company. |
|
The Offer is for a maximum aggregate Purchase Price of $41,786,730. |
|
You may tender your Common Shares at a Purchase Price of $10.10 per share net to the seller in cash, as indicated in the attached Instruction Form, without interest and less any applicable withholding taxes. |
|
The Offer is not conditioned on any minimum or maximum number of Common Shares being tendered by shareholders. The Offer is, however, subject to the Acquisition Condition (as such terms are defined in the Offer to Purchase) and certain other conditions described in The Offer Conditions of the Offer in the Offer to Purchase. |
|
The Offer will expire at 11:59 p.m., New York City time, on Monday, January 7, 2013, unless the Company extends the Offer, which may depend on the timing and process of SEC review of the Offer to Purchase. |
|
You may withdraw your tendered securities at any time prior to at 11:59 p.m., New York City time, on Monday, January 7, 2013, unless the Company extends the Offer. |
|
Tendering shareholders who are registered shareholders or who tender their Common Shares directly to American Stock Transfer & Trust Company, LLC will not be obligated to pay any brokerage commissions or fees to the Company or solicitation fees under the Offer. |
|
You may not tender your Units comprised of Common Shares and Warrants. If you desire to tender the Common Shares included in such Units, you must separate the Common Shares and Warrants prior to tendering the Common Shares. |
* |
Unless otherwise indicated, it will be assumed that all Common Shares held by us for your account are to be tendered. |
o |
The tendered Common Shares represent all Common Shares held by the undersigned. |
Exhibit (a)(1)(E)
|
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
For this type of account: |
|
Give the name and social security number of: |
|
For this type of account: |
|
Give the name and taxpayer identification number of: |
||||||||
1.
Individual |
The
individual |
6.
Disregarded entity not owned by an individual |
The
owner |
|||||||||||
2. Two or more
individuals (joint account) |
The
actual owner of the account or, if combined funds, the first individual on the account(1) |
7. A
valid trust, estate, or pension trust |
The
legal entity(4) |
|||||||||||
3. Custodian
account of a minor (Uniform Gift to Minors Act) |
The
minor(2) |
8.
Corporation or LLC electing corporate status on Form 8832 or Form 2553 |
The
corporation |
|||||||||||
4 (a). The usual
revocable savings trust (grantor is also trustee) |
The
grantor-trustee(1) |
9.
Association, club, religious, charitable, educational, or other tax-exempt organization |
The
organization |
|||||||||||
4 (b). So-called
trust account that is not a legal or valid trust under state law |
The
actual owner(1) |
10.
Partnership or multi- member LLC |
The
partnership |
|||||||||||
11. A
broker or registered nominee |
The
broker or nominee |
|||||||||||||
5. Sole proprietorship or disregarded entity owned by an individual |
The owner(3) |
12. Account with the Department of Agriculture in the name of a public entity (such as a state or local
government, school district, or prison) that receives agricultural program payments |
The public entity |
(1) |
List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that persons number must be furnished. |
(2) |
Circle the minors name and furnish the minors social security number. |
(3) |
You must show your individual name, but you may also enter your business or doing business as name. You may use either your social security number or your taxpayer identification number (if you have one). |
(4) |
List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
NOTE: |
If more than one name is listed and no name is circled, the number will be considered to be that of the first name listed. |
|
An organization exempt from tax under Section 501(a), any individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2). |
|
The United States or any of its agencies or instrumentalities. |
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A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. |
|
A foreign government or any of its political subdivisions, agencies, or instrumentalities. |
|
An international organization or any of its agencies or instrumentalities. |
|
A corporation. |
|
A foreign central bank of issue. |
|
A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. |
|
A futures commission merchant registered with the Commodity Futures Trading Commission. |
|
A real estate investment trust (REIT). |
|
An entity registered at all times during the tax year under the Investment Company Act of 1940. |
|
A common trust fund operated by a bank under Section 584(a). |
|
A financial institution. |
|
A middleman known in the investment community as a nominee or custodian. |
|
A trust exempt from tax under Section 664 or described in Section 4947. |
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Payments to nonresident aliens subject to withholding under Section 1441. |
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Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. |
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Payments of patronage dividends not paid in money. |
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Payments made by certain foreign organizations. |
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Section 404(k) distributions made by an employee stock ownership plan (ESOP). |
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Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a taxpayer identification number or has provided an incorrect taxpayer identification number. |
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Payments of tax-exempt interest (including exempt-interest dividends under Section 852). |
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Payments described in Section 6049(b)(5) to nonresident aliens. |
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Payments on tax-free covenant bonds under Section 1451. |
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Payments made by certain foreign organizations. |
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Mortgage or student loan interest paid to you. |
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Wages. |
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Distributions from a pension, annuity, profit-sharing or stock bonus plan, any IRA, an owner-employee plan or other deferred compensation plan. |
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Distributions from a medical or health savings account and long-term care benefits. |
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Certain surrenders of life insurance contracts. |
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Gambling winnings if withholding is required under Section 3402(q). However, if withholding is not required under Section 3402(q), backup withholding applies if the payee fails to furnish a taxpayer identification number. |
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Real estate transactions reportable under Section 6045(e). |
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Cancelled debts reportable under Section 6050P. |
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Fish purchases for cash reportable under Section 6050R. |
(1) |
Penalty for Failure to Furnish Taxpayer Identification Number If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. |
(2) |
Civil Penalty for False Information With Respect to Withholding If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. |
(3) |
Civil and Criminal Penalties for False Information Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. |
(4) |
Misuse of Taxpayer Identification Numbers If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties. |
·
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Acquisition will not require trust account proceeds at closing due to backstopped transaction structure
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·
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Assetplus fleet has 4 newly-built offshore supply vessels, plus 2 under negotiation
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·
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Assetplus has 6 long period time charter contracts with the oil major Petrobras
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·
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Enables Nautilus to enter the maritime energy services sector, a high barrier of entry market
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·
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Trust proceeds expected to be utilized for fleet growth with a defined acquisition pipeline
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Vessel Name
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Vessel Type
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Year Built
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Delivery
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Gross
TCE Rate
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Time Charter Duration
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Vega Corona
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PSV
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2012
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Delivered
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$20,950
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4 years +
4-year option
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Vega Crusader
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PSV
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2012
|
Delivered
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$21,950
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4 years +
4-year option
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Vega Juniz
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OSRV
|
2012
|
Delivered
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$26,200
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4 years +
4-year option
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Vega Emtoli
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OSRV
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2012
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Delivery by 12/31/12
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$26,200
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4 years +
4-year option
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Vega Jaanca
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OSRV
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2012
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Under Negotiation
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$26,200
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4 years +
4-year option
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Vega Inruda
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OSRV
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2012
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Under Negotiation
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$26,200
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4 years +
4-year option
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·
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Nautilus will issue to Sellers an aggregate of 1,722,773 Common Shares valued at $10.10 per share, representing a total value of $17,400,007 (the “Initial Stock Payment”);
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·
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Nautilus will issue 594,059 Common Shares (valued at $10.10 per share) (the “Put Shares”) to Mezzanine Financing Investment III Ltd. (“Mezzanine”) in full satisfaction of the $6,000,000 in loan proceeds drawn down by Assetplus under a working capital facility with Mezzanine (the “Working Capital Facility”). Mezzanine will be granted a 6 month put option exercisable upon 60 days prior notice (deliverable no earlier than the last day of the four month period following the consummation of the Tender Offer), to cause Nautilus to repurchase all or any portion of such put shares at $11.35 per share (an aggregate value up to $6,742,570) and
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·
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Nautilus will assume Assetplus’ outstanding indebtedness at closing, not to exceed a principal amount equal to $52,220,000, which is comprised of $38,220,000 in senior bank debt and $14,000,000 of mezzanine debt.
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