The company named “Safe Bulkers Participations PLC” (hereinafter the “Company”) hereby informs the investing public that, with a view to partially renewing its Group’s fleet, the Company’s Board of Directors resolved on February 14, 2024:
(a) the sale by the Company’s wholly-owned subsidiary “Napalem Shipping Corporation” (the “Subsidiary A”), based in the Marshall Islands, , of the dry bulk carrier “Paraskevi 2,” owned by Subsidiary A, built in 2011, with a carrying capacity of 75,000 DWT (the “Vessel A”), to “Kyotofriendo Two Shipping Corporation,” a subsidiary of Safe Bulkers Inc., which is the Company’s parent company, for a consideration of Eighteen Million United States Dollars ($18,000,000.00), pursuant to a relevant memorandum of understanding,
(b) the purchase by the Company’s wholly-owned subsidiary “Marilem Shipping Corporation” (the “Subsidiary B” and, together with Subsidiary A, the “Subsidiaries”), based in the Marshall Islands, from “Gloversix Shipping Corporation,” a subsidiary of Safe Bulkers Inc., which is the Company’s parent company, of the dry bulk carrier “Kypros Spirit, ” owned by “Gloversix Shipping Corporation,” built in 2016, with a carrying capacity of 78,000 DWT (the “Vessel B”), for a consideration of Twenty-six Million Eight Hundred Seventy-five Thousand United States Dollars ($26,875,000.00), pursuant to a relevant memorandum of understanding. Part of the purchase price for Vessel B will be covered by the Company’s parent company through an increase in the share capital of Subsidiary B and/or through borrowing.
(c) the granting of authorizations for the Company to sign the minutes of its resolutions as the sole shareholder of each Subsidiary regarding the sale and purchase of Vessel A and Vessel B and to sign the relevant memoranda of understanding.
The memoranda of understanding for the sale and purchase of Vessel A and Vessel B are expected to be signed on February 15, 2024. The transfer of Vessel A is expected to be completed on February 19, 2024, and the transfer of Vessel B on February 29, 2024.
It should be noted that for the above transactions between related parties in accordance with IAS 24, Vessel A and Vessel B were valued by independent specialized appraisal firms, based on the assumptions and methods described in the relevant valuation mandates, which are consistent with internationally recognized ship valuation practices.
The average of the valuations of Vessel A as determined by the independent specialized appraisal firms Arrow Valuations and Braemar Valuations is Eighteen million United States dollars $18,000,000.00, and the average valuation of Vessel B, as determined by the independent specialized appraisal firms Arrow Valuations and Braemar Valuations, is twenty-six million eight hundred seventy-five thousand United States dollars ($26,875,000.00). Taking into account the valuations and the draft memoranda of understanding for the sale and purchase of Vessel A and Vessel B, the Company’s Audit Committee, at its meeting on February 14, 2024, recommended to the Company’s Board of Directors the approval of the sale of Vessel A and Vessel B, after determining that (a) the purchase price for the sale of Vessel A and Vessel B constitutes the average of the valuations of each vessel by the independent specialized appraisal firms Arrow Valuations and Braemar Valuations and, consequently, corresponds to their fair market value, and (b) the relevant memoranda of understanding contain terms that are not materially less favorable than those that could have been agreed upon in comparable transactions that might have been concluded on market terms.