Acquisition of Hili Logistics
1923 Investments has announced that on 12th December it concluded a share transfer agreement with its majority shareholder, Hili Ventures Limited for the transfer to the company of 23,499,998 ordinary shares with a nominal value of €1 each in a subsidiary of the transferor, that is Hili Logistics Limited, a company incorporated under the laws of Malta.
Subsequent to the share transfer forming the subject of the Share Transfer Agreement, and the transfer of one share in Hili Logistics Limited by APM Holdings Limited to the company, the company holds 99.99% of the issued share capital of Hili Logistics Limited, with the remaining one share retained by the transferor.
As set out in an experts’ report drawn up by independent auditors engaged by the parties to the Share Transfer Agreement and filed with the Registry of Companies on the 11th December for the purposes of article 73(4) of the Companies Act (Cap. 386 of the laws of Malta), the consideration payable by the company to the transferor in respect of the share transfer amounts to €25,575,000, which consideration is to be settled in full by its capitalization into equity through the issue of shares in the company.
Accordingly, as a result of the transaction reported herein, the company resolved to issue and allot 25,575,000 ordinary shares of a nominal value of €1 each to the transferor. Accordingly, with effect from 12th December, the transferor holds 35,574,999 ordinary shares of a nominal value of €1 each in the company.
The terms of the share transfer have been vetted and approved by the company’s Audit Committee in accordance with the requirements of Listing Rule 5.138. For the purposes of Listing Rule 5.164, it is also hereby reported as follows: As a result of the transaction reported herein, the company has acquired a logistics operation which increases the diversity of the company’s business portfolio and is expected to improve the financial performance of the company.
The object of the acquisition by the company, Hili Logistics Limited, is the holding company of a number of companies operating in the logistics sector, including air, road, sea and rail freight forwarding, clearances and deliveries, customs brokerage, parcel services, warehousing, ship agency, ship to ship operations and project cargo.
Hili Logistics Limited is the majority shareholder of Carmelo Caruana Company Limited, Carmelo Caruana Freeport Operations Limited and the Dutch entity Hili Company B.V., as well as a 50% shareholder of Peterson Malta Limited and 49% shareholder of CMA CGM Malta Agency Ltd.