EXHIBIT 2
STRICTLY PRIVATE & CONFIDENTIAL
4TH MAY 2004
SALE AGREEMENT RE; MC SHIPPING INC. (THE "COMPANY")
We refer to the terms presented by the Buyers as to the sale and purchase of
shares in the Company and agreed to in principal on 29th April 2004 , subject to
final negotiation and documentation and confirm as follows the final terms and
conditions of such agreement.
1. SELLER;
Vlasov Investment Corporation of 00 Xxxxx Xxxxxx Monrovia
Liberia.
2. BUYERS;
Navalmar (UK) Limited 0-0 Xx Xxxxx'x Xxxxx Xxxxxx XX0X 0XX and
X.Xxxxxxxxxxx Limited of Trust Company Complex , Ajeltake Road,
Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960
3. SHAREHOLDING TO BE SOLD;
100% of Seller's interest in the Company , i.e.- 4,168,000
shares.
4. INITIAL CONSIDERATION ;
US$ 2.76 per share for a total amount of US$ 11,503,680
5. ADDITIONAL CONSIDERATION ;
If the Buyers resell or agree to resell any of the shares within
12 months from Completion at a price in excess of US$ 2.76 per
share, all proceeds in excess of US$ 2.76 per share up to and
including a maximum of US$ 3.08 per share for each share sold or
agreed to be sold by the Buyers during such period will be paid
to the Seller as and when collected by the Buyers.
6. COMPLETION;
50% of Initial Consideration (US$ 5,751,840) payable no later
than May 15th 2004 with the 50% balance of Initial Consideration
(US$ 5.751,840) payable no later than 15th May 2005 with 5%
interest payable thereon. Buyers to deliver to Seller , no later
than 15th May 2004, unconditional guaranty(ies) in the amount of
US$ 6,039,042 issued by the Bank of Scotland or another first
class bank of comparable international standing reasonably
acceptable to Seller, as a security for deferred 50% payment of
Initial Consideration and accrued interest thereon.
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7. WARRANTIES AND REPRESENTATIONS;
All Seller's shares in the Company are sold to Buyers with full
title guarantee free of all and any debts, liens or any
encumbrances whatsoever.
8. JURISDICTION;
English Law to apply.
SIGNED:
FOR V. INVESTMENTS FOR NAVALMAR (UK)
LIMITED LIMITED
/s/ Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxx
----------------------- -------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Director Title: Director
VLASOV INVESTMENT
CORPORATION
/s/ Mauro Terrevazzi
-----------------------
Name: Mauro Terrevazzi
Title: Director
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