Exhibit 2
HEADS OF TERMS
Dated 16 August 2005
BETWEEN
V. INVESTMENTS LIMITED
-and-
NAVALMAR TRANSPORTES MARITIMOS LDA
STRICTLY PRIVATE AND CONFIDENTIAL
HEADS OF TERMS
BETWEEN:
1. V. INVESTMENTS LIMITED of Eaglehurst, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇
▇▇▇ ▇▇▇ ("V. Ships"), and
2. NAVALMAR TRANSPORTES MARITIMOS LDA of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
("Navalmar")
WHEREAS:
(A) V. Ships either directly or through its associates holds 2,033,271 shares
in MC Shipping Inc. (the "V. Ships Shares").
(B) Navalmar is currently the holder of a significant number of shares in MC
Shipping Inc.
IT IS HEREBY AGREED as follows:
1.1 V. Ships agrees to sell and Navalmar agrees to purchase 1,780,000 of the
V. Ship Shares (the " Sale Shares") at a price of US $ 9 per share in the
total amount of US $ 16,020,000 (the "V. Ships Share Purchase
Consideration") (the "V. Ships Share Purchase").
1.2 Navalmar agrees that in the event that it disposes of the Sale Shares or
any part thereof within 12 months of Completion ( as defined below) at a
value in excess of US$ 9 per share ( the " Excess Value") the Excess Value
shall be shared 50;50 between Navalmar and V. Ships.
2.1 Subject to paragraph 3 below completion of the V. Ships Share Purchase
shall be effected no later than 30th September 2005 ("Completion").
2.2 At Completion the following will occur;
(i) Navalmar shall pay to V Ships the V. Ships Share Purchase
Consideration in exchange for valid and binding transfer documents
in Navalmar's name in respect of the Sale Shares, and
2.3 V.Ships warrant that the Sale Shares will be sold by V. Ships to Navalmar
with full title guarantee and free of all claims, liens, charges,
encumbrances and equities and all other third party rights.
3. CONDITIONS
3.1 The provisions of this Agreement are subject to the following conditions:
(i) a final form mutually agreed sale and purchase agreement in respect
of the Sale Shares setting out the provisions herein;
(iii) The obtaining by V Ships of all requisite consents to the V. Ships
Shares Purchase, such consents to be obtained not later than 31st
August 2005.
4. DISCLOSURE
Both Navalmar and V. Ships undertake to each other that all relevant
disclosure as required by law or by the regulations of recognised stock
exchanges in the USA will be completed in due time and in proper form with
regard to the V. Ships Share Purchase.
5. COSTS
Each of Navalmar and V. Ships shall be responsible for their own costs
arising from and associated with the V. Ships Share Purchase.
6. GOVERNING LAW AND JURISDICTION
This Agreement is governed by English law and both V. Ships and Navalmar
irrevocably submit to the exclusive jurisdiction of the courts of England
and Wales.
Signed by the duly authorised signatory of
V. INVESTMENTS LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
Signed by the duly authorised signatory of
NAVALMAR TRANSPORTES MARITIMOS LDA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
