GLPR.L Regulatory News (GLPR)

For immediate release 17 March 2014

Global Ports Investments PLC

2013 Full Year Results

Global Ports Investments PLC ("Global Ports" or the "Company", together with its subsidiaries and joint ventures, the "Group" or the "Global Ports Group"; LSE ticker: GLPR) today announces its full year results for the financial year ended 31 December 2013.

Concurrently, Global Ports is publishing the Consolidated Financial Statements for the year ended 31 December 2013 for NCC Group Limited and its consolidated subsidiaries ("NCC Group" or "NCC", together with the Global Ports Group, the "Enlarged Group"), and unaudited selected illustrative combined financial performance and cash flows indicators (the "Illustrative Combined Financial Metrics" or "Illustrative Combined") of Global Ports Group and NCC following the Group's announcement on 27 December 2013 that it had completed the acquisition of 100% of the share capital of NCC Group (the "Transaction").

As the Transaction was completed at the end of December 2013, the Consolidated Financial Statements of Global Ports Group for the year ended 31 December 2013 do not reflect NCC Group's profit and cash flows for the year. At the same time, the Global Ports Group's consolidated balance sheet as of this date includes the balance sheet of NCC Group.

The Illustrative Combined Financial Metrics represent information prepared based on estimates and assumptions deemed appropriate by the Group and is provided for illustrative purposes only. They do not purport to represent what the actual results of operation or cash flows of the Group would have been had the Transaction occurred on 1 January 2013, nor are necessarily indicative of the results or cash flows of the Group for any future periods. Because of their nature, the Illustrative Combined Financial Metrics are based on a hypothetical situation and, therefore, do not represent the actual financial position or results of operations and cash flows of the Group.

Certain financial and operational information which is derived from the management accounts is marked in this announcement with an asterisk {*}. Information (including non-IFRS financial measures) requiring additional explanation or terms which begin with capital letters and the explanations or definitions thereto are provided at the end of this announcement. 

SUMMARY

2013 was a transformational year for Global Ports with the acquisition of NCC, which secured the Group's leadership position in the Russian container handling market and set a foundation for growth going forward. On an Illustrative Combined basis the key business of the Enlarged Group, the container business[1], showed solid results with gross container throughput up 2.9%. The combined broadly flat Adjusted EBITDA of the Russian Ports container business was offset by a decrease in revenue in the Oil Products Terminal segment, which continued to operate in a difficult market environment as well as by the Transaction costs and headquarter costs. The integration of NCC Group has been successful with an annual run rate of USD 7 million* of cost synergies secured already. Further synergies in operations, equipment, commercial and IT are to be realised over the mid-term.

Key highlights

Illustrative Combined Financial Metrics

● Gross container throughput of the Global Ports Group and NCC Group for 2013 on an Illustrative Combined basis rose 2.9%* to 2,774 thousand TEU*;

● Container business[2] Adjusted EBITDA was broadly flat at USD 404.4 million* for 2013;

● The Group's Adjusted EBITDA on an Illustrative Combined basis was USD 420.0 million* for 2013.

Global Ports Group (excluding NCC Group)

● Global Ports gross container throughput remained broadly flat at 1,629 thousand TEU* in 2013, compared to 1,628 thousand TEU* in 2012;

● The Group's revenues in 2013 decreased 4.4% to USD 480.0 million primarily due to a decrease in revenue from the Oil Products Terminal segment;

● Global Ports Group's Adjusted EBITDA in 2013 decreased 10.8%* to USD 256.8 million*, mainly due to the decline in Adjusted EBITDA from the Oil Products Terminal segment as well as the impact of Transaction costs and headquarter costs;

● Russian Ports segment's Adjusted EBITDA Margin in 2013 increased 97 bp to 65.1%* from 64.1%* in 2012, while Adjusted EBITDA remained broadly flat at USD 241.3 million*;

● Profit attributable to the Owners of the Company in 2013 increased 5.8% to USD 114.1 million from USD 107.8 million in 2012, while basic and diluted earnings per share increased 4.3% in 2013 to USD 0.24 from USD 0.23 in 2012;

● As a result of the Transaction, Global Ports Group's Net Debt in 2013 increased to USD 1,418.9 million* and Net Debt to Adjusted EBITDA on an Illustrative Combined basis increased to 3.4x*. Global Ports strong cash flow and reduced CAPEX will support swift deleveraging;

● Capital expenditures for the Global Ports Group on a cash basis in 2013 decreased by 10.0% to USD 71.8 million (44% lower than initially planned for 2013). Investments were postponed primarily in anticipation of the potential acquisition of NCC Group and are expected to remain at a reduced level in the near term;

NCC Group

● NCC Group posted strong growth in total marine container throughput. The 7.1%* increase in 2013 to 1,145 thousand TEU* was driven by an active ramp up in volumes at ULCT (where throughput increased 5.5 times in 2013 compared to 2012) and a 2.5% increase in throughput at FCT;

● Revenue grew 1.4% in 2013 to USD 256.9 million compared to USD 253.3 million in 2012, whilst Adjusted EBITDA remained broadly flat at USD 163.2 million* for 2013.

Dividends

On the basis of the solid financial results and healthy balance sheet of the Global Ports Group, the Board of Directors recommended an additional dividend payment of USD 11.5 million* or USD 0.06* per GDR subject to shareholder approval at the Annual General Meeting. This together with interim dividend payments of USD 32.9 million* or USD 0.21* per GDR in September 2013 and USD 14.0 million* or USD 0.09* per GDR in December 2013 brings the total dividend for the year 2013 to USD 0.31* per GDR (USD 58.4 million* or 51%* of 2013 Net Profit attributable to Owners of the Company).

Nikita Mishin, Chairman of Global Ports, commented:

"2013 was a year of transformation for Global Ports which, with the acquisition of NCC, became the largest container ports group in Eastern Europe. The combined group has a network of seven major container-handling terminals in Russia with ample available capacity to accommodate container volumes growth for years to come. With the integration firmly underway, we have already achieved the first positive results from the acquisition of NCC, with more benefits to come through operational and commercial synergies and sharing of best practice standards across the Group.

It was also a challenging year with a slowdown in growth rates in Russia reflected in slowing consumption and imports. Against this backdrop, our container business[3] demonstrated solid results with container throughput increasing 3%.

The Board and I are pleased that the strong cash flow and the financial position of the Group have made it possible to recommend the distribution of over half of the 2013 attributable net profit of the Group as dividends to shareholders."

Further information is available in the following Appendices

● Appendix 1: Results of operations for the Global Ports Group for 2013;

● Appendix 2: Results of operations for NCC Group for 2013;

● Appendix 3: Unaudited Selected Illustrative Combined Financial Metrics;

● Appendix 4: Definitions and Presentation of Information; and

● Appendix 5: Investor Presentation.

Downloads

The consolidated financial information for 2013 for Global Ports and NCC Group is available for viewing and downloading at www.globalports.com.

Analyst and Investor Conference call

The publication of these results will be accompanied by an analyst and investor conference call hosted by:

● Alexander Nazarchuk, Chief Executive Officer;

● Mikhail Loganov, Chief Financial Officer; and

● Roy Cummins, Chief Commercial Officer.

Date: Monday, 17 March 2014

Time: 14.00 UK / 10.00 US (East coast) / 18.00 Moscow

To participate in the conference call, please dial one of the following numbers and ask to be put through to the "Global Ports" call:

Standard International Access: +44 (0) 20 3003 2666

UK Toll Free: 0808 109 0700

USA Toll Free: +1 866 966 5335

Russia Toll Free: 8 10 8002 4902044

ENQUIRIES

Global Ports Investor Relations

Mikhail Grigoriev

+357 25 503 163

Email: ir@globalports.com

Global Ports Media Relations

Anna Vostrukhova

+357 25 503 163

E-mail: media@globalports.com

StockWell Communications

Laura Gilbert/ Zoe Watt

+44 20 7240 2486

E-mail: globalports@stockwellgroup.com.

NOTES TO EDITORS

Global Ports

Global Ports Investments PLC is the leading operator of container terminals in the Russian market.

Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign trade cargo flows. Global Ports operates five container terminals in Russia (Petrolesport, First Container Terminal, Ust-Luga Container Terminal[4] and Moby Dik[5] in the St. Petersburg and Ust-Luga port cluster, and Vostochnaya Stevedoring Company in the Vostochny Port) and two container terminals in Finland[6] (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports Group also owns inland Yanino Logistics Park[7] and inland Logistika-Terminal, both located in the vicinity of St. Petersburg, and 50% of the major oil product terminal, AS Vopak E.O.S., in Estonia. Global Ports acquired the NCC Group in the end of 2013.

In 2013, the gross container throughput of Global Ports Group and NCC Group on an Illustrative Combined basis was 2,774 thousand* TEU, a 2.9% increase compared to 2012 gross container throughput[8]. Global Ports Group 2013 revenue on an Illustrative Combined basis was USD 736.8 million*, with an Adjusted EBITDA[9] on an Illustrative Combined basis in 2013 of USD 420.0 million*.

Global Ports' major shareholders are Transportation Investments Holding Limited (operating under the brand name of N-Trans), one of the largest private transportation and infrastructure groups in Russia (30.75%), and APM Terminals B.V. (30.75%), whose core expertise is the design, construction, management and operation of ports, terminals and inland services. APM Terminals B.V. is a global terminal network of 65 operating port facilities and 160 inland services operations, giving APM Terminals B.V. a global presence in 68 countries. 20.5% of Global Ports shares are held in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR). Ilibrinio Establishment Limited and Polozio Enterprises Limited (former owners of NCC Group) each own 9% of the share capital of Global Ports.

For more information please see: www.globalports.com

LEGAL DISCLAIMER

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Global Ports Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. The Global Ports Group wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Global Ports Group does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Global Ports Group, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Global Ports Group operates in, as well as many other risks specifically related to the Global Ports Group and its operations, including its ability to realise the benefits of NCC acquisition.

Appendix 1: Results of operations for the Global Ports Group for 2013

The financial information presented in this appendix is extracted from consolidated financial statements of the Global Ports Group for the twelve months ended 31 December 2013, prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and the requirements of Cyprus Companies Law, Cap. 113 ("the Global Ports Group Consolidated Financial Information"). This appendix also includes certain non-IFRS financial information, identified using capitalised terms below. For further information on the calculation of such non-IFRS financial information, see Appendix 4 (Definitions and Presentation of Information) and the section entitled "Non-IFRS Measures: Adjusted EBITDA and Adjusted EBITDA Margin" below. Readers of this appendix should read the entire announcement together with the Global Ports Group Consolidated Financial Information also released on the date hereof, and not just rely on the summary information set out below.

Certain financial and operational information which is derived from the management accounts is marked in this announcement with an asterisk {*}.

Results of operations for the Global Ports Group (excluding NCC Group) for the twelve months ended 31 December 2012 and 2013

The following table sets out the principal components of the Global Ports Group's consolidated income statement.

Revenue

The following table sets out Global Ports Group's revenue by operating segment, representing Global Ports Group's operating segments adjusted for the effect of proportionate consolidation.

Revenue decreased by USD 21.9 million, or 4.4%, from USD 501.8 million in 2012 to USD 480.0 million in 2013. This decrease was primarily due to a USD 15.4 million or 13.2% decrease in the revenue of the Oil Products Terminal segment and a USD 6.7 million* or 1.8%* decrease in the revenue of the Russian Ports segment, which was partially offset by a USD 0.2 million* or 1.44%* increase in the revenue of the Finnish Ports segment. Revenue is discussed in greater detail below in the discussion of the financial results for each of Global Ports Group's segments.

In 2013 the Russian Ports segment contributed 75.2% of Global Ports Group's revenue. The revenue contribution of the Oil Products Terminal segment decreased from 23.2% in 2012 to 21.1% in 2013. The Finnish Ports segment's contribution accounted for 3.7% of Global Ports Group's revenue in 2013.

Cost of sales

Cost of sales decreased by USD 61.6 million, or 20.6%, from USD 299.8 million in 2012 to USD 238.2 million in 2013. This decrease was primarily due to costs related to the impairment charge of Yanino Logistic Park in 2012 in the total amount of USD 58.0 million which were not repeated in 2013. The impairment charge was recognised as follows: impairment charge of property, plant and equipment of USD 51.5 million and impairment charge of goodwill of USD 6.5 million.

Cost of Sales Adjusted for Impairment decreased by USD 3.6 million*, or 1.5%, from USD 241.8 million* in 2012 to USD 238.2* million in 2013.

Cost of sales is discussed in greater detail below in the discussion of the financial results for each of the Global Ports Group's segments.

Administrative, selling and marketing expenses

Administrative, selling and marketing expenses increased by USD 12.1 million, or 28.0%, from USD 43.4 million in 2012 to USD 55.5 million in 2013 primarily due to Transaction costs and headquarter costs (mainly staff costs).

Other gains/(losses) -net

Other gains/(losses) - net changed from a loss of USD 1.4 million in 2012 to a gain of USD 3.2 million in 2013. This change was primarily due to USD 2.3 million in currency exchange gains on non-financing activities in 2013 compared to USD 0.3 million in currency exchange loss on non-financing activities in 2012.

Operating profit

Operating profit increased by USD 32.3 million, or 20.5%, from USD 157.3 million 2012 to USD 189.5 million in 2013 due to the factors discussed above.

Finance costs-net

Finance costs-net increased by USD 34.9 million, or 10.5 times, from USD 3.7 million in 2012 to USD 38.5 million in 2013. This increase was primary due to net foreign exchanges losses on borrowings and other financial items of USD 21.5 million in 2013 compared to foreign exchange gains on borrowings and other financial items of USD 12.0 million in 2012 and was mainly driven by the depreciation of the Russian rouble against the US dollar (at the 2013 period end the exchange rate weakened by 7.8% compared to the end of 2012) and the Russian rouble against the euro (the 2013 period end exchange rate weakened by 11.8% compared to the end of 2012).

Profit before income tax

Profit before income tax decreased by USD 2.6 million, or 1.7%, from USD 153.6 million in 2012 to USD 151.0 million in 2013 due to the factors discussed above.

Income tax expense

Income tax expense increased by USD 6.8 million or 22.6%, from USD 30.1 million in 2012 to USD 36.9 million in 2013. This increase was mainly driven by decreased expenses not deductible for tax purposes and a decrease of income not subject to tax in the Oil Products Terminal segment.

Global Ports Group's effective tax rate, calculated as income tax expense divided by profit before income tax, was 24.5% in 2013 and 19.6% in 2012.

Profit for the year

Profit for the year decreased by USD 9.4 million, or 7.6%, from USD 123.5 million in 2012 to USD 114.1 million in 2013 due to the factors discussed above.

Profit attributable to the Owners of the Company

Profit attributable to the Owners of the Company increased by USD 6.3 million, or 5.8%, from USD 107.8 million in 2012 to USD 114.1 million in 2013 due to the factors discussed above.

Basic and diluted earnings per share for profit attributable to the Owners of the Company during the year

Basic and diluted earnings per share for profit attributable to the Owners of the Company during the year increased by USD 0.01, or 4.3%, from USD 0.23 in 2012 to USD 0.24 million in 2013 due to the factors discussed above and issuance of new shares in the course of the Transaction.

Non-IFRS Measures: Adjusted EBITDA and Adjusted EBITDA Margin

The following table sets out the adjustments made to Global Ports Group's profit for the year to calculate Global Ports Group's Adjusted EBITDA for the years ended 31 December 2012 and 2013.

Global Ports Group's Adjusted EBITDA decreased by USD 31.1 million*, or 10.8%*, from USD 287.9 million* in 2012 to USD 256.8 million* in 2013 mainly impacted by the decrease in revenues from the Oil Products Terminal segment as well as by an increase in administrative, selling and marketing expenses due to the Transaction costs and headquarter costs. Adjusted EBITDA of the Russian Ports segment (representing mainly container business) remained relatively flat at USD 241.3 million*.

The Group's Adjusted EBITDA Margin decreased to 53.5%* in 2013 compared to 57.4%* in 2012 due to the factors discussed above. The Adjusted EBITDA margin of the Russian Ports segment (representing mainly the container business) increased by 97 bp to 65.1%.

LIQUIDITY AND CAPITAL RESOURCES

As at 31 December 2013, the Global Ports Group (including NCC Group) had USD 132.5 million in cash and cash equivalents[11].

Global Ports Group's liquidity needs arise primarily in connection with the capital investment programmes of each of its operating segments as well as their operating costs. In the period under review, Global Ports Group's liquidity needs were met primarily by revenues generated from operating activities as well as through borrowings. The management of Global Ports Group expects to fund its liquidity requirements in both the short and medium term with cash generated from operating activities and borrowings.

As a result of the shareholding or joint venture agreements at Moby Dik, the Finnish Ports, Yanino, ULCT and Vopak E.O.S., cash generated from the operating activities of the entities constituting the respective business is not freely available to fund the other operations and capital expenditures of Global Ports Group or any other businesses within Global Ports Group and can only be lent to an entity or distributed as a dividend with the consent of the other shareholders' who are parties to those arrangements. PLP, FCT, and VSC are not subject to such agreements. Accordingly, each of Global Ports Group's businesses is dependent on the cash generated by it and its own borrowings, whether external or from its shareholders, to fund its cash and capital requirements.

As at 31 December 2013, the Global Ports Group had USD 1,551.4 million of total borrowings, of which USD 1,321.1 million comprised non-current borrowings and USD 230.3 million comprised current borrowings. See also "-Capital resources".

Capital expenditures

Global Ports Group's capital expenditures on a cash basis in 2012 and 2013 were USD 79.8 million and USD 71.8 million, respectively, and were used to finance the expansion of its terminals' capacity and for the purchase and replacement of equipment.

The Russian Ports segment's capital expenditures on a cash and 100% basis for 2012 and 2013 were USD 66.0 million and USD 64.6 million, respectively.

The Oil Products Terminal segment's capital expenditures on a cash and 100% basis for 2012 and 2013 were USD 27.8 million and USD 12.7 million, respectively.

The Finnish Ports segment's capital expenditures on a cash and 100% basis for 2012 and 2013 were USD 0.5 million and USD 1.7 million respectively.

Cash flows for 2012 and 2013

The following table sets out the principal components of the Global Ports Group's consolidated cash flow statement for 2012 and 2013.

Net cash from operating activities

Net cash from operating activities decreased by USD 32.2 million, or 12.8%, from USD 251.8 million in 2012 to USD 219.6 million in 2013. This decrease was primarily due to a USD 16.0 million, or 38.7%, increase in tax paid, from USD 41.3 million in 2012 to USD 57.2 million in 2013. This increase in tax paid was mainly due to the tax paid by Vopak E.O.S on profit distributions to its shareholders in 2013. In addition, a USD 16.3 million, or 5.5%, decrease in cash generated from operations contributed to the decrease mentioned above.

Net cash used in investing activities

Net cash used in investing activities decreased by USD 56.1 million, or 18.5%, from USD 303.8 million in 2012 to USD 247.7 million in 2013. This change was primarily due to 22.8%, or USD 52.4 million, decrease in cash outflow as a result of acquisition of subsidiaries. The Transaction related cash outflow for acquisitions of subsidiaries, net of cash acquired, amounted to USD 177.6 million in 2013, compared to cash outflow for the purchase of shareholdings from non-controlling interests related to acquisition of 25% of VSC for USD 230 million in 2012.

Net cash (used in)/from financing activities

Net cash from financing activities in 2012 was USD 1.0 million. This consisted primarily of net cash inflow from borrowings and financial leases (USD 108.1 million), interest paid (USD 12.3 million) and dividends paid (USD 79.9 million).

Net cash from financing activities in 2013 was USD 64.1 million. This consisted primarily of net cash inflows from borrowings and financial leases (USD 237.4 million, including a bank facility of USD 238.4 million to finance the Transaction), interest paid (USD 21.5 million) and dividends paid (USD 150.4 million). The increase for the 12 month period ended 31 December 2013 compared to the twelve-month period ended 31 December 2012 was mainly due to dividend payments and Transaction related borrowings.

Capital resources

The Global Ports Group's financial indebtedness consists of bank borrowings, loans from related and third parties and finance leases liabilities in an aggregate principal amount of USD 333.1 million as at 31 December 2012 and USD 1,551.4 million as at 31 December 2013. The increase in financial indebtedness from 2012 was mainly driven by additional borrowings related to the acquisition of NCC.

The Group's Weighted average effective interest rate as at 31 December 2013 was 6.22%*.

As at 31 December 2012 and 31 December 2013, the carrying amounts of Global Ports Group's borrowings were denominated in the following currencies:

The following table sets forth the maturity profile of the Group's borrowings (including finance leases) as at 31 December 2013.

Following the completion of the acquisition of NCC, the Group refinanced part of its borrowings in January 2014. The following table sets forth the maturity profile of the Group's borrowings (including finance leases) as at 31 January 2014[13].

Results of operations for the Global Ports Group's segments for 2012 and 2013

The following table sets forth the Global Ports Group's key operational information for the twelve months ended 31 December 2012 and 31 December 2013[14] .

Results of operations for the Russian Ports segment

The Russian Ports segment consists of the Global Ports Group's interests in PLP (100%), VSC (100%), Moby Dik (75%) and Yanino (75%) (in each of Moby Dik and Yanino Container Finance currently has a 25% effective ownership interest). The results of Moby Dik and Yanino are proportionally consolidated in the Global Ports Group's financial information but are included in the figures and discussion below on a 100% basis. Results of operations of Russian Ports segment does not include the results of NCC as GPI Group finalised the acquisition in the end of December 2013. For the Illustrative Combined Financial Metrics please refer to Appendix 3.

Operational performance

The throughput of Russian container terminals grew 5.3%[15] in 2013, nearly double the pace of the global container market, 3.0%[16], in the same year. Container Throughput in the Russian Federation Ports in 2013 was 5.18 million TEU[17]. Overall industry capacity utilisation levels[18] remained at a healthy 74% during 2013 compared to 73% in 2012.

The gross container throughput in the Russian Ports segment (excluding Yanino) declined 3% to 1,405 thousand TEU* in 2013 compared to 1,450 thousand* TEU* in 2012. Container throughput at VSC increased 20% (or 78 thousand TEU*) in 2013 compared to 2012. However, this increase was offset by a 14% decrease (or 116 thousand TEU*) in container throughput at PLP and a 3% decrease (or 7 thousand TEU*) at Moby Dik.

The 20%* increase in container throughput at VSC was underpinned by its exposure to the relatively buoyant intra-Asian trades and improved rail services arranged by Global Ports from VSC.

The container throughput at PLP and Moby Dik was impacted by broadly flat container volumes in the St-Petersburg' basin along with a reduction in market share of some of the terminals' key customers as well as the switching of some of Group's customers to the terminals of NCC Group.

Cars handling volumes increased 3%* in 2013 compared to the previous year. Traditional Ro-Ro handling was flat in 2013 compared to 2012.

Financial Performance

Revenue

The Russian Ports segment primarily generates revenue from container handling, which accounted for 75.0%* of the segment's revenue in 2012 and 75.3%* in 2013. The Russian Ports segment also generates revenue from handing bulk cargo, container storage and ancillary services. Revenue from these activities accounted for 25.0%* and 24.8%* of the segment's revenue in 2012 and 2013, respectively.

The segment's revenue decreased by USD 6.8 million, or 1.8%, from USD 377.5 million in 2012 to USD 370.7 million in 2013. This decrease was due to a USD 4.0 million or 1.4% decrease in revenue, related to container handling, and a USD 2.9 million or 2.9% decrease in other revenue. This decline in revenue from container handling was primarily due to the lower container throughput in the Russian Ports segment.

Other revenue decreased primarily due to a 26.5% decrease in other bulk cargo handling in 2013, which was caused by cessation of refrigerated bulk cargo handling at PLP as well as a decrease in other bulk cargo handled by terminals of the Russian Ports segment

The following table sets forth the components of the Russian Ports segment's revenue for 2012 and 2013.

The following table sets out Global Ports Group's revenue from cargo handling and storage services, Global Ports Group's total marine container throughput and the revenue per TEU for the twelve months ended 31 December 2012 and 2013.

Revenue per TEU in 2013 increased by USD 3.3*, or 1.7%*, compared to 2012, mainly driven by increases in tariffs as well by other factors, which was partially offset by the continuing industry wide decrease in dwell time for containers negatively affecting storage revenues.

Cost of sales, administrative, selling and marketing expenses

The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Russian Ports segment for 2012 and 2013

The Russian Ports segment's cost of sales, administrative, selling and marketing expenses decreased by USD 84.5 million, or 31.1%, from USD 271.9 million in 2012 to USD 187.4 million in 2013. This decrease was primarily due to USD 75.2 million one-off PPE and goodwill impairment charge recognised in respect of Yanino Logistic Park in 2012.

The segments' Operating Cash Costs decreased by USD 6.0* million, or 4.4%*, outpacing the decline in segment's revenue of USD 6.8 million, or 1.8%.

The decline in the Russian Ports segments' Operating Cash Costs was driven by a decrease in other operating expenses by USD 4.0 million or 10.4%, decreases in Fuel, electricity and gas by USD 1.3 million, or 12.2% and a decline in Transportation expenses by USD 0.7 million or 4.6% primarily due to the lower level of cargo handling during the reporting period.

Adjusted EBITDA (Non-IFRS financial measure)

The Russian Ports segment's Adjusted EBITDA remained broadly flat at USD 241.3* million.

The Adjusted EBITDA Margin of the Russian Ports segment increased by 97 basis points, from 64.1%* in 2012 to 65.1%* in 2013, due to the reasons discussed above.

Results of operations for the Oil Products Terminal segment

The Oil Products Terminal segment consists of the Global Ports Group's ownership interest in Vopak E.O.S (in which Royal Vopak currently has a 50% effective ownership interest). The results of the Oil Products Terminal segment are proportionally consolidated in the Global Ports Group's financial information but are included in the figures and discussion below on a 100% basis.

The following table sets out the results of operations for the Oil Products Terminal segment for 2012 and 2013.

Revenue

The Oil Products Terminal segment's revenue decreased by USD 30.8 million, or 13.2%, from USD 233.2 million in 2012 to USD 202.4 million 2013. This decrease was primarily due to a 7.1% decrease in throughput at the terminal due to the difficult market environment combined with a 6.5% decrease in Revenue per tonne of throughput, from USD 22.4* in to 2012 to USD 21.0* in 2013, due to changes in the service and cargo mix.

Cost of sales, administrative, selling and marketing expenses

The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Oil Products Terminal segment for 2012 and 2013.

The Oil Products Terminal segment's cost of sales, administrative, selling and marketing expenses increased by USD 1.1 million, or 0.7%, from USD 140.8 million in 2012 to USD 141.9 million in 2013. This increase was primarily due to a USD 4.8 million, or 22.4%, increase in Depreciation of property, plant and equipment and amortisation of intangible assets following the completion of the construction of additional rail unloading facilities at the terminal in the third quarter of 2012. That increase was offset by decrease in Transportation expenses by USD 3.2 million or 6.4% as a result of the decline in throughput volumes.

Operating Cash Costs of the Oil Products Terminal Segment declined by USD 3.8* million or 3.1%* from USD 119.4* million in 2012 to USD 115.7* million in 2013 primarily driven by the decline in transportation expenses of USD 3.2 million, or 6.4% as a result of the decline in throughput volumes.

Adjusted EBITDA (Non-IFRS financial measure)

The Oil Products Terminal segment's Adjusted EBITDA decreased by USD 27.0* million or 23.8%* from USD 113.8* million in 2012 to USD 86.7* million in 2013 due to the factors described above.

The Adjusted EBITDA Margin of the Oil Products Terminal segment decreased from 48.8%* in 2012 to 42.9%* in 2013 due to the factors described above.

Results of operations for the Finnish Ports segment

The Finnish Ports segment consists of the Global Ports Group's ownership interests in MLT Kotka, MLT Helsinki (in each of which Container Finance currently has a 25% effective ownership interest). The results of the Finnish Ports segment are proportionally consolidated in the Global Ports Group's financial information but are included in the figures and discussion below on a 100% basis.

Operational performance

The Gross Container Throughput of the Finnish Ports segment increased by 25% year on year to 224 thousand* TEU from 178 thousand* TEU driven by acquisition of new clients.

Financial Performance

Revenue

The Finnish Ports segment's revenue increased by USD 0.1 million, or 0.4%, from USD 23.5 million in 2012 to USD 23.6 million in 2013. The increase was primarily due to increased container throughput in the segment.

Cost of sales, administrative, selling and marketing expenses

The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Finnish Ports segment for 2012 and 2013.

The Finnish Ports segment's cost of sales, administrative, selling and marketing expenses decreased by USD 0.6 million, or 2.6%, from USD 23.5 million in 2012 to USD 22.9 million in 2013

Adjusted EBITDA (Non-IFRS financial measure)

The Finnish Ports segment's Adjusted EBITDA increased by USD 0.6 million* or 21.1%* from USD 2.8 million* in 2012 to USD 3.4 million* in 2013 due to the factors described above.

The Adjusted EBITDA Margin of the Finnish Ports segment increased from 12.0%* in 2012 to 14.3%* in 2013 due to the factors described above.

Appendix 2: Results of operations for the NCC Group for 2013

The financial information considered in this appendix is extracted from the Consolidated Financial Statements for the Years Ended 31 December 2013 and 31 December 2012 of NCC Group Limited and its subsidiaries (the "NCC Group Consolidated Financial Information"). The NCC Group Consolidated Financial Information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). This appendix also includes certain non-IFRS financial information, identified using capitalised terms below. For further information on the calculation of such non-IFRS financial information, see Appendix 4 (Definitions and Presentation of Information) and the section entitled "Non-IFRS Measures: Adjusted EBITDA and Adjusted EBITDA Margin" below. Readers of this appendix should read the entire announcement together with the NCC Group Consolidated Financial Information also released on the date hereof, and not just rely on the summary information set out below.

Certain financial and operational information which is derived from the management accounts is marked in this announcement with an asterisk {*}. Information (including non-IFRS financial measures) requiring additional explanation or terms begins with initial capital letters and the explanations or definitions thereto are provided at the end of this announcement.

Selected operating information

The following table sets out NCC Group's throughput for the full years 2012 and 2013.

The growth in NCC Group's container throughput in 2013 was mainly driven by a 5.5 times growth of ULCT's throughput in 2013 as compared to 2012, re-enforced further by FCT's growth of 2.5%. As a result, NCC Group's total marine container throughput increased by 7.1% in 2013 compared to 2012, to 1,145 thousand TEU.

Results of operations for the NCC Group for the twelve months ended 31 December 2012 and 2013

The following table sets out the principal components of NCC Group's consolidated income statement for the years ended 31 December 2012 and 2013.

Revenue

NCC Group's revenue in 2013 increased 1.4%, or USD 3.6 million, from USD 253.3 million in 2012 to USD 256.9 million in 2013.

The following table sets forth the components of NCC Group's revenue in 2012 and 2013

Revenue from cargo handling and storage services remained the dominant part of NCC Group's revenue, comprising 95.6% and 94.5% of total revenue in 2012 and 2013, respectively. These revenues were broadly flat at USD 242.8 million in 2013 as compared to USD 242.2 million in 2012.

Rental income increased 8.1%, or USD 0.4 million, from USD 5.3 million in 2012 to USD 5.7 million in 2013 due to an increase in rental services provided by the NCC Group to third parties.

Other revenues comprise sales of goods and other services related to stevedoring activities. Other revenue increased 44.8%, or USD 2.6 million, from USD 5.8 million in 2012 to USD 8.4 million in 2013. This is mainly due to the revenue generated by recently acquired port operations software development company[20] and trucking company[21].

The following table sets out NCC Group's revenue from cargo handling and storage services, its total marine container throughput and the revenue per TEU in 2012 and 2013.

Revenue per TEU in 2013 decreased by USD 15* or 6.5% compared to 2012 primarily due to a continuing industry wide decrease in the dwell time for containers along with adverse changes in cargo mix. Industry wide decrease in the dwell time for containers is partly a result of the adoption of improved electronic customs clearance in St-Petersburg along with improvements in the efficiency of customers' logistics operations.

Cost of sales

The following table sets out NCC Group's cost of sales in 2012 and 2013.

Cost of sales increased 7.7%, or USD 5.2 million, from USD 67.8 million in 2012 to USD 73.0 million in 2013, mainly driven by increased staff costs and related taxes and property insurance, which were partially offset by decreased services costs and other expenses.

Staff costs and related taxes, the largest component of costs of sales (46% of the total cost of sales in 2013), increased 12.6%, or USD 3.8 million, year on year to USD 34.0 million, mainly due to wage inflation and growth in total headcount as a result of an expansion of operations at ULCT and consolidation of the companies that were acquired in 2013.

Property insurance, accounting for 16% of the total cost of sales for the year ended 31 December 2013, increased by 17.9%, or USD 1.7 millionto USD 11.5 million from USD 9.8 million for the year ended 31 December 2012 due to the commencement of insurance premiums payments on part of ULCT facilities starting from around mid 2012.

Gross profit

Gross profit decreased 0.9%, or USD 1.6 million, from USD 185.5 million in 2012 to USD 183.9 million in 2013. As a result the gross profit margin decreased from 73.2% in 2012 to 71.6% in 2013.

Selling, general and administrative expenses

The following table sets out NCC Group's selling, general and administrative expenses for the years ended 31 December 2012 and 2013. 

Selling, general and administrative expenses in 2013 increased 5.7% to USD 15.3 million compared to 2012. The closing procedures of the Transaction primarily drove an increase in audit and consulting services of USD 0.6 million.

Depreciation and amortisation expenses

Depreciation and amortisation expenses increased by 4.4%, or USD 1.5 million, from USD 33.4 million in 2012 to USD 34.9 million in 2013, mainly due to the commissioning of new property plant and equipment primarily at ULCT in 2013.

Other expenses, net

The following table sets out NCC Group's "other expenses, net" for the full years 2012 and 2013.

Other expenses, net decreased from USD 6.15 million in 2012 to USD 4.94 million in 2013, driven mainly by a USD 2.15 million reduction in taxes other than income tax (represented by property tax), which was offset by an increased allowance for estimated irrecoverable accounts receivable of USD 1.03 million.

Operating profit

Operating profit decreased 2.0%, or USD 2.7 million, from USD 131.5 million in 2012 to USD 128.8 million in 2013, due to the factors discussed above.

Finance income

The following table sets out NCC Group's finance income for the years ended 31 December 2012 and 2013.

Finance income increased 2.5%, or USD 0.9 million, from USD 36.8 million in 2012 to USD 37.7 million in 2013, driven mainly by a 4.3%, or USD 1.5 million, increase in interest income on loans due from related parties.

Finance costs

The following table sets out NCC Group's finance costs for the full years 2012 and 2013.

Finance costs increased 32.4%, or USD 22.3 million, from USD 68.7 million in 2012 to USD 91.0 million in 2013, primarily due to an unrealised fair value losses on the interest rate and cross currency swap[22] of USD 26.07 million, which was partially offset by the realised gain on settlements of the interest rate and cross currency swap4 of USD 4.60 million, in each case accrued for the year 2013.

Foreign exchange gain/(loss), net

Foreign exchange gain/(loss), net changed from a net gain of USD 7.8 million in 2012 to a net loss of USD 6.9 million in 2013 due to the depreciation of the Russian rouble against the US dollar in 2013.

Profit before income tax expense

Profit before income tax expense decreased 40.1%, or USD 43.0 million, from USD 107.4 million in 2012 to USD 64.3 million in 2013, due to the factors discussed above.

Income tax expense

Income tax expense was USD 27.7 million and USD 26.5 million in 2012 and 2013, respectively.

NCC Group's effective tax rate in 2012 and 2013, calculated as income tax expense divided by profit before income tax, was 25.8% and 41.2%, respectively.

The increase in the effective tax rate in 2013 compared to the 2012 rate was primarily due to the non-deductibility of certain expenses for income tax purposes and accumulation of additional tax losses by ULCT, for which no deferred tax assets has been recognised, and the impairment of PPE in 2013.

Profit for the period

Profit for the period decreased 52.5%, or USD 41.8 million, from USD 79.7 million in 2012 to USD 37.9 million in 2013, due to the factors discussed above.

Non-IFRS Measures: Adjusted EBITDA and Adjusted EBITDA Margin

The following table sets out the adjustments made to NCC Group's profit for the period to calculate NCC Group's Adjusted EBITDA for the full years 2012 and 2013.

NCC Group's Adjusted EBITDA in 2013 remained broadly flat compared to 2012 at USD 163.2* million due to the factors discussed above.

NCC Group's Adjusted EBITDA Margin, calculated as Adjusted EBITDA divided by revenue, expressed as a percentage, was 64.7%* and 63.5%* in 2012 and 2013, respectively.

For certain limitations relating to Adjusted EBITDA and Adjusted EBITDA margin, see the footnote below[25].

Liquidity and capital resources

In the periods under review, NCC Group's liquidity needs were met by revenues generated from operating activities and from loans and borrowings. NCC Group expects to fund its liquidity requirements in both the short- and medium-term with cash generated from operating activities and loans and borrowings.

Capital expenditures

NCC Group's capital expenditures on a cash basis in 2013 were USD 7.3 million. These expenditures were primary related to the acquisition of container handling equipment at FCT and further completion works at ULCT.

Cash flows for the years ended 31 December 2012 and 2013

The following table sets out key selected items of NCC Group's cash flow statement for the years ended 31 December 2012 and 2013.

Net cash from operating activities

Net cash from operating activities decreased by USD 24.0 million, or 13.9%, from USD 173.0 million in 2012 to USD 149.0 million in 2013, mainly driven by the decrease in cash generated from operations of USD 24.9 million, or 12.5%, offset by the decrease in tax paid by USD 0.9 million, or 3.3%.

Cash generated from operations decreased due to smaller than in 2012 decrease in trade and other receivables which was largely affected by VAT refunds of previous periods reimbursed in 2012.Operating cash flow before movements in working capital was flat at USD 164.8 million in 2013, compared to 2012.

Net cash used in investing activities

Net cash used in investing activities decreased by USD 6.9 million, or 22.6%, from USD 30.7 million in 2012 to USD 23.8 million in 2013. This change was primarily due to a reduction in the payment of loans receivable and time deposits by USD 15.0 million, or 45.5%, and a reduction in purchases of property, plant and equipment by USD 11.2 million or 60.8%.

Net cash used in financing activities

Net cash used in financing activities decreased by USD 54.9 million, or 33.1%, from USD 165.6 million in 2012 to USD 110.7 million in 2013, due to decrease in net cash outflows from borrowings and financial leases by USD 12.9 million, or 23.5% and decrease in dividends paid by USD 40.5 million, or 92.1%.

Capital resources

Loans and borrowings

The NCC Group's financial indebtedness consists of bank borrowings, loans from related and third parties and finance leases liabilities in an aggregate principal amount of USD 1,003.7 million as at 31 December 2012 and USD 947.0 million as at 31 December 2013.

The following table sets out NCC Group's secured and unsecured loans and borrowings as at 31 December 2012 and 31 December 2013.

As at 31 December 2013, NCC Group's loans and borrowings (94% of total borrowings) were secured.

The following table sets out NCC Group's loans and borrowings as at 31 December 2012 and 31 December 2013 by currency.

Appendix 3: Unaudited Selected Illustrative Combined Financial Metrics

Global Ports Investments PLC (the Company, together with its subsidiaries and joint ventures, the Global Ports Group) has acquired 100% of the share capital of NCC Group Limited (together with its subsidiaries, the NCC Group and, together with the Global Ports Group, the Enlarged Group) on the terms and conditions described below (the Transaction).

The following unaudited selected Illustrative Combined financial performance and cash flows indicators (the "Illustrative Combined Financial Metrics" or "Illustrative Combined") as of and for the year ended 31 December 2013 is presented to illustrate the effects of the following transactions:

· acquisition of NCC Group by Global Ports Group;

· the associated borrowings taken by Global Ports Group to fund the Transaction;

The Illustrative Combined Financial Metrics represents information prepared based on estimates and assumptions deemed appropriate by the Enlarged Group. The Illustrative Combined Financial Metrics presented are provided for illustrative purposes only. It does not purport to represent what the actual results of operations and cash flows of the Enlarged Group would have been had the Transaction occurred on the date specified below, nor is it necessarily indicative of the results of the Enlarged Group for any future periods. Because of its nature, the Illustrative Combined Financial Metrics are based on a hypothetical situation and, therefore, do not represent the actual results of operations or cash flows of the Enlarged Group. The actual results of operations and cash flows of the Enlarged Group may differ significantly from the Illustrative Combined amounts reflected herein.

An Illustrative Combined balance sheet is not presented as it would not be materially different from the balance sheet in the audited Consolidated Financial Statements of the Global Ports Group for the year ended 31 December 2013.

The Illustrative Combined Financial Metrics as of and for the year ended 31 December 2013 have been prepared based on the Global Ports Group's and the NCC Group's historical financial information, which have been extracted from, and should be read in conjunction with:

· the Consolidated Financial Statements of the Global Ports Group, prepared in accordance with International Financial Reporting Standards adopted by the European Union ("IFRS") and the requirements of Cyprus Companies Law, Cap. 113, as of and for the year ended 31 December 2013; and

· the Consolidated Financial Statements of NCC Group, prepared in accordance with International Financial Reporting Standards adopted by the European Union ("IFRS"), as of and for the year ended 31 December 2013.

The unaudited Illustrative Combined consolidated income statement and extract of statement of cash flows for the year ended 31 December 2013 were prepared as if (i) the NCC Group acquisition had occurred on 1 January 2013, and (ii) the associated borrowings related to the Transaction were received on 1 January 2013.

The Illustrative Combined Financial Metrics have been prepared in a form consistent with the accounting policies adopted in the Consolidated Financial Statements of Global Ports Group. All illustrative adjustments are directly attributable to the Transaction, factually supportable and are expected to have a continuing impact on the Enlarged Group.

In order to be consistent with Global Ports Group's accounting policies, certain adjustments have been made to the NCC Group financial information included in the Illustrative Combined Financial Metrics. These adjustments are shown under "Adjustments to NCC Group's historical financial information" below.

Unaudited Illustrative Combined Consolidated Income Statement for the Year Ended 31 December 2013

(USD million)

Notes to the Illustrative Combined Financial Metrics

Illustrative adjustments to the Consolidated Income Statement:

A. Additional depreciation and amortisation of property, plant and equipment and identified intangible assets: on acquisition items of property, plant and equipment and identifiable intangible assets have been remeasured at fair value.

This adjustment is to record the additional amortisation expense in relation to the fair value of the contractual rights in the amount of USD 1.4 billion identified as a result of the purchase price allocation. The estimated useful life of these contractual rights is 59 years. This additional expense is partly offset by positive deferred tax gain in the amount of USD 5 million.

The increase in the carrying values of property, plant and equipment would cause an additional depreciation charge in the amount of approximately USD 2 million. This additional expense is partly offset by a positive deferred tax gain in the amount of USD 0.4 million.

B. Finance income/(costs) - net: Total adjustments to "Finance income/(costs) - net" are summarised as follows:

i. At closing of the NCC Acquisition, the long-term loan receivable by the NCC Group from the immediate parent company of one of the Sellers have been assigned to the Global Ports Group. The amount of this loan was USD 603.6 million. On acquisition, this amount then is fully eliminated on consolidation of the enlarged Group and does not affect the amount of the total consolidated debt. This adjustment represents the reversal of interest income related to this loan receivable accrued during 2013.

ii. Prior to the closing of the NCC Acquisition, the dividends declared by NCC Group have been offset with a short-term loans receivable by NCC Group from the companies related to the Sellers, as a non-cash transaction. This adjustment represents the reversal of the discounting effect related to this short-term loan receivable accrued in 2013.

iii. In 2013, the NCC Group entered into interest and cross-currency swap arrangement. Had the NCC acquisition occurred on 1 January 2013, this arrangement would have been accounted for using hedge accounting rules in the Global Ports Group Consolidated Financial Statements. According to these rules, the unrealised gains/losses are recorded in an equity reserve. This adjustment represents the reversal of the unrealised losses charged to the income statement in the Consolidated Financial Statements of NCC Group.

iv. Interest expense on the long-term bank loan of USD 238.4 million to finance the acquisition of NCC Group. This adjustment is calculated by applying an interest rate of 5.25% per annum. This adjustment also reflects the estimated accounting foreign exchange loss of USD 18 million for year ended 31 December 2013 resulting from translation of this loan into the local subsidiaries' functional currency.

This negative impact on the profit for the year would be partly offset by an income tax gain of USD 6 million for the year ended 31 December 2013 (at a 20% income tax rate).

Extract from Unaudited Illustrative Combined Consolidated Statement of Cash Flows for the Year Ended 31 December 2013

C. Adjustment to reflect the income tax effect of the accrued interest on the USD 238.4 million long-term loan, less the tax deductible foreign exchange impact on revaluation of the loan payable, assuming an applicable tax rate of 20% (see (B)(iv) above).

D. Adjustment to reflect the payment of the accrued interest on the USD 238.4 million long-term loan (see (B)(iv) above). Due to the grace period no principal payments are reflected.

Reclassifications to the NCC Group's historical financial information

Certain reclassification adjustments have been made to the NCC Group financial information included in the Illustrative Combined Financial Metrics from that as presented in the NCC Group Consolidated Financial Statements as of and for the year ended 31 December 2013 in order to align the presentation with that consistent with the Group's Consolidated Financial Statements. The NCC Group's financial information below should be read in conjunction with the NCC Group Consolidated Financial Statements as of and for the year ended 31 December 2013.

Reclassification of NCC Group Consolidated Income Statement:

These reclassification adjustments are summarised below:

a) Income statement line "Depreciation and amortisation expenses" was reallocated to "Cost of sales" of USD 34 million and "Administrative, selling and marketing expenses" for USD 1 million respectively.

b) Income statement line "Selling, general and administrative expenses" was fully allocated to "Administrative, selling and marketing expenses".

c) From income statement line "Other (expenses)/income, net" "Taxes other than income tax" and "Loss on disposal of property, plant and equipment" (see note 8 of NCC Group Consolidated Financial Statements) were included within "Cost of sales". In addition, certain items included within "Other (expenses)/income, net" (see note 8 of NCC Group Consolidated Financial Statements) were reclassified to "Cost of sales".

d) Income statement lines "Finance income" of USD 38 million and "Finance costs" of USD 91 million were reclassified to "Finance income/(costs) - net".

e) From the income statement line "Foreign exchange gain/(loss), net" foreign exchange gains related to working capital of USD 4 million were allocated under "Other gains/(losses) - net" and losses related to financial activities of USD 13 million were allocated under "Finance income/(costs) - net".

f) Income statement line "Impairment of property, plant and equipment" was fully allocated to "Cost of sales".

Appendix 4: Definitions and Presentation of Information

DEFINITIONS

Terms that require definitions are marked with capital letters in this announcement and definitions of which are provided below in alphabetical order:

Adjusted EBITDA (a non-IFRS financial measure) for Global Ports Group is defined as profit for the period before income tax expense, finance income/(costs) - net, depreciation of property, plant and equipment, amortisation of intangible assets, other gains/(losses)-net, impairment charge of property, plant and equipment and impairment charge of goodwill; for NCC Group is defined as profit for the period before income tax expense, foreign exchange gains/(loss), net, finance costs, finance income and depreciation and amortisation expenses adjusted further certain non-cash or one-off nonrecurring gains and losses included within other income/(expenses), net in Note 8 of the NCC Group Financial Information; and for the Global Ports Group and NCC Group on an Illustrative Combined basis is as further set out in Appendix 3.

There are certain differences in the format and the presentation layout of the GPI Financial Information and the NCC Financial Information, which are relevant to the calculation of Adjusted EBITDA. In particular, included within other income/(expenses), net, in Note 8 to the NCC Audited Annual Financial Statements, are certain non-cash or one-off items which would be excluded from Adjusted EBITDA calculation had the NCC Financial Information been prepared in accordance with the format and layout of the GPI Financial Information.

Adjusted EBITDA Margin (a non-IFRS financial measure) is calculated as the applicable Adjusted EBITDA divided by the applicable revenue, expressed as a percentage;

Average Storage Capacityis a storage capacity available at Vopak E.O.S. oil products terminals, averaged for the beginning and end of the period;

Baltic Sea Basin: the geographic region of northwest Russia, Estonia and Finland surrounding the Gulf of Finland on the eastern Baltic Sea, including St. Petersburg, Tallinn, Helsinki and Kotka;

Container Throughput in the Russian Federation Ports is defined as total container throughput of the ports located in the Russian Federation excluding half of cabotage cargo volumes. Respective information is sourced from ASOP ("Association of Sea Commercial Ports", www.morport.com);

Cash Costs of Sales of Russian Ports segment is defined as Cost of Sales, Adjusted for depreciation and amortisation of intangible assets, a non-IFRS measure;

Cash Costs of Sales of Oil Products Terminal segment is defined as Cost of Sales, Adjusted for depreciation and amortisation of intangible assets, a non-IFRS measure;

Cash Cost of Sales is defined as Cost of Sales, Adjusted for Impairment less depreciation and amortisation of intangible assets, a non-IFRS measure;

Cost of Sales, Adjusted for Impairment is defined as cost of sales less impairment charge of property, plant and equipment and impairment charge of goodwill, a non-IFRS measure;

Far East Basin is defined as the geographic region of southeast Russia, surrounding the Peter the Great Gulf, including Vladivostok and the Nakhodka Gulf, including Nakhodka on the Sea of Japan;

FCT includes First Container Terminal ZAO that owns and manages a container terminal in St. Petersburg port, North-West Russia. The Global Ports Group owns a 100% effective ownership interest in FCT. The results of FCT have been fully consolidated in the consolidated financial statements of the NCC for the year ended 31 December 2013;

Finnish Ports segmentconsists of two terminals in Finland, MLT Kotka and MLT Helsinki (in the port of Vuosaari), in each of which Container Finance currently has a 25% effective ownership interest. The financial results of the Finnish Ports segment have been proportionally consolidated in the Global Ports Group's report and consolidated financial information for the year ended 31 December 2013;

Functional Currency is defined as the currency of the primary economic environment in which the entity operates. The functional currency of the Company and certain other entities in the Global Ports Group is US dollars. The functional currency of the Global Ports Group's operating companies for the years under review was (a) for the Russian Ports segment, the Russian rouble, (b) for Oil Products Terminal segment, and (c) or the Finnish Ports segment, the Euro;

The functional currency for Russian subsidiaries of the NCC Group is the Russian Ruble, and for Cypriot and British Virgin Islands subsidiaries, it is the United States Dollar ("USD"). For purposes of the consolidated financial statements, the results and financial position of each NCC Group's entity are expressed in USD, which is the functional currency of the Parent and the presentation currency for the consolidated financial statements.

Gross Container Throughputrepresents total container throughput of a Global Ports Group's terminal or a Global Ports Group's operating segment shown on a 100% basis. For the Russian Ports segment it excludes the container throughput of the Global Ports Group's inland container terminal, Yanino;

The Gross Container Throughput of NCC Group represents total container throughput of the NCC Group's terminals shown on a 100% basis, it excludes the container throughput of the NCC Group's inland container terminal, Logistika Terminal;

Gross Throughput is throughput shown on a 100% basis for each terminal, including terminals held through joint ventures and proportionally consolidated;

Logistika Terminal (LT)includes NCC Logistika OOO that owns and manages a container terminal, located to the side of the St. Petersburg - Moscow road, approximately 17 kilometres from FCT and operates in the Shushary industrial cluster. The Global Ports Group owns a 100% effective ownership interest in FCT. The results of LT have been fully consolidated in the consolidated financial statements of the NCC for the year ended 31 December 2013;

Net Debt (a non-IFRS financial measure) is defined as a sum of current borrowings and non-current borrowings, less cash and cash equivalents and bank deposits with the initial maturity over 90 days;

Oil Products Terminal segment consists of the Global Ports Group's 50% ownership interest in Vopak E.O.S. (in which Royal Vopak currently has a 50% effective ownership interest). The financial results of the Oil Products Terminal segment are proportionally consolidated and are referred to as "VEOS segment" in the consolidated financial statements of the Group;

Operating Cash Costs of Oil Products Terminal Segment is defined as total Oil Products Terminal segment's cost of sales and administrative, selling and marketing expenses, less segment's depreciation and amortisation of intangible assets, less impairment charge of property, plant and equipment and impairment charge of goodwill, a non-IFRS measure, a non-IFRS measure;

Operating Cash Costs of Russian Ports Segment is defined as total Russian Ports segment's cost of sales and administrative, selling and marketing expenses, less segment's depreciation and amortisation of intangible assets, less impairment charge of property, plant and equipment and impairment charge of goodwill, a non-IFRS measure, a non-IFRS measure;

Operating Cash Costs of Finnish Ports Segment is defined as total Finnish Ports segment's cost of sales and administrative, selling and marketing expenses, less segment's depreciation and amortisation of intangible assets, less impairment charge of property, plant and equipment and impairment charge of goodwill, a non-IFRS measure;

Operating Profit Adjusted for Impairment is defined as revenue less Cost of Sales, Adjusted for Impairment less administrative, selling and marketing expenses, less other gains/(losses) - net, a non-IFRS measure;

PLP includes Petrolesport OAO, OOO Farwater and various other entities (including some intermediate holdings) that own and manage a container terminal in St. Petersburg port, North-West Russia. The Global Ports Group owns a 100% effective ownership interest in PLP. The results of PLP have been fully consolidated in the consolidated financial statements of the Group for the year ended 31 December 2013;

Profit Before Income Tax Adjusted for Impairment is defined as Operating Profit Adjusted for Impairment less finance costs - net, a non-IFRS measure;

Profit for the Period Adjusted for Impairment is defined as Profit Before Income tax Adjusted for Impairment plus deferred tax credit related to the impairment, a non-IFRS measure;

Revenue per CBM of Storageis defined as the total revenue of Oil Products Terminal segment for a respective period divided by Average Storage Capacity during that period;

Revenue per Tonne of Throughput is defined as the total revenue of Oil Products Terminal segment for a respective period divided by Oil Products Terminal segment's Gross Throughput in tonnes;

Russian Ports segmentconsists of the Global Ports Group's 100% interest in PLP, 100% interest in VSC (with DP World having 25% interest till October 2012), and 75% interest in Moby Dik and Yanino (in each of which Container Finance currently has a 25% effective ownership interest). The financial results of Moby Dik and Yanino are proportionally consolidated and the financial results of PLP and VSC are fully consolidated;

Russian Ports segment of the Enlarged Global Ports Group consists of the Group's 100% interest in PLP, FCT and VSC and Logistika Terminal, 80% interest in ULCT (in which Eurogate currently has a 20% effective ownership interest), 75% interest in Moby Dik and Yanino (in each of which Container Finance currently has a 25% effective ownership interest). The financial results of ULCT, Moby Dik and Yanino are proportionally consolidated.

Ro-Ro, roll on-roll off means cargo that can be driven into the belly of a ship rather than lifted aboard. Includes cars, buses, trucks and other vehicles;

TEU is defined as twenty-foot equivalent unit, which is the standard container used worldwide as the uniform measure of container capacity; a TEU is 20 feet (6.06 metres) long and eight feet (2.44 metres) wide and tall;

Total Operating Cash Costsis defined as Global Ports Group's cost of sales, administrative, selling and marketing expenses, less depreciation and amortisation of intangible assets less impairment charge of property, plant and equipment and impairment charge of goodwill, a non-IFRS measure;

ULCT includes Ust‐Luga Container Terminal OAO that owns and manages a container terminal in in the large multi-purpose Ust-Luga port cluster on the Baltic Sea, Russia. The Global Ports Group owns a 80% effective ownership interest in ULCT, Eurogate currently has a 20% effective ownership interest. The results of ULCT have been proportionally consolidated in the consolidated financial statements of the NCC for the year ended 31 December 2013;

Vopak E.O.S. includes AS Vopak E.O.S. and various other entities (including an intermediate holding) that own and manage an oil products terminal in Muuga port near Tallinn, Estonia. The Global Ports Group owns a 50% effective ownership interest in Vopak E.O.S. The remaining 50% ownership interest is held by Royal Vopak. The results of Vopak E.O.S. have been proportionally consolidated in the consolidated financial statements of the Group for the year ended 31 December 2013; and

VSC includes Vostochnaya Stevedoring Company OOO and various other entities (including some intermediate holdings) that own and manage a container terminal in Vostochny port near Nakhodka, Far-East Russia. The Global Ports Group owns a 100% effective ownership interest in VSC. The results of VSC have been fully consolidated in the consolidated financial statements of the Group for the year ended 31 December 2013.

Weighted average effective interest rate is the average of interest rates weighted by the share of each loan in the total debt portfolio.

Appendix 5: Investor Presentation

An investor presentation is available at the link below:http://www.rns-pdf.londonstockexchange.com/rns/4339C_-2014-3-17.pdfwww.globalports.com

PRESENTATION OF INFORMATION

Unless stated otherwise, financial information presented in this announcement is derived from the audited consolidated financial information of Global Ports Investments PLC ("the Company" and, together with its subsidiaries and joint ventures, "Global Ports" or "the Global Ports Group") for the year ended 31 December 2013 prepared in accordance with International Reporting Standards ("IFRS"), as adopted by the European Union and the requirements of Cyprus Companies Law, Cap. 113 and from the consolidated financial information of NCC (together with its subsidiaries and joint ventures, "NCC" or "the NCC Group") for the 2013 and prepared in accordance with International Financial Reporting Standards adopted by the European Union ("IFRS"). The Global Ports Group's and NCC Group's audited consolidated financial statements for the year ended 31 December 2013 are available at the Global Ports Group's corporate website (www.globalports.com).

The financial information is presented in US dollars, which is also the functional currency of the Company and certain other entities in the Global Ports Group. The functional currency of the Global Ports Group's operating companies for the periods under review was (a) for the Russian Ports segment, the Russian Ruble, (b) for Oil Products Terminal segment and for the Finnish Ports segment, the Euro.

The functional currency for Russian subsidiaries of the NCC Group is the Russian Ruble, and for Cypriot and British Virgin Islands subsidiaries, it is the United States Dollar ("USD"). For purposes of the consolidated financial statements, the results and financial position of each NCC Group's entity are expressed in USD, which is the functional currency of the Parent and the presentation currency for the consolidated financial statements.

Certain financial information which is derived from management accounts is marked in this announcement with an asterisk {*}.

In this announcement, the Global Ports Group has used certain non-IFRS financial information as supplemental measures of the Global Ports Group's and NCC Group operating performance.

Information (including non-IFRS financial measures) requiring additional explanation or defining is marked with initial capital letters and the explanations or definitions are provided at the end of this announcement.

Rounding adjustments have been made in calculating some of the financial and operational information included in this announcement. As the result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them.

Market share data has been calculated using the information published by the Association of Sea Commercial Ports ("ASOP"), www.morport.com.

ANALYST AND INVESTOR CONFERENCE CALL

The release of the financial and operational results for the Full Year 2013 will be accompanied by an analyst and investor conference call hosted by Alexander Nazarchuk, Chief Executive Officer, Mikhail Loganov, Chief Financial Officer, and Roy Cummins, Chief Commercial Officer.

Date: Monday, 17th March 2014

Time: 14.00 UK / 10.00 US (East coast) / 18.00 Moscow

To participate in the conference call, please dial one of the following numbers and ask to be put through to the "Global Ports" call:

UK toll-free: 0808 109 0700

International: +44 (0) 20 3003 2666

USA Toll Free: +1 866 966 5335

Webcast facility: a webcast will also be available through the Global Ports website (www.globalports.com).

Please note that this will be a listen-only facility.

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