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Announcement of AGM/EGM

11 Mar 2016 07:01

RNS Number : 7982R
Global Ports Investments PLC
11 March 2016
 

 

For immediate release 11 March 2016

Global Ports Investments PLC

Announcement of AGM/EGM

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 that at a meeting on 10 March 2016, the Board of Directors of Global Ports called the Annual General Meeting of shareholders to be held at KIBC, Office 201, Profiti Ilia Str, 4, Germasogeia, CY-4046, Limassol, Cyprus on 22 April 2016 at 10-00am (Cyprus time), to consider and, if thought fit, pass resolutions 1 to 16, being items of ordinary business as follows:

1. To receive and consider and, if thought fit, adopt the statutory audited parent company and consolidated financial statements of the Company for the financial year ended 31 December 2015, together with the reports of the directors and independent auditors.

2. To re-appoint PricewaterhouseCoopers Limited as auditors of the Company, to hold office until the conclusion of the next general meeting at which the accounts will be laid before the Company and to authorise the Board of Directors to determine the remuneration of the auditors.

3. To re-elect Mr. Alexander Iodchin as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

4. To re-elect Capt. Bryan Smith as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

5. To re-elect Mr. Nikita Mishin as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

6. To re-elect Dr. Alexander Nazarchuk as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

7. To re-elect Mr. Mikhail Loganov as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

8. To re-elect Mr. Konstantin Shirokov as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

9. To re-elect Mrs. Siobhan Walker as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

10. To re-elect Mr. Tiemen Meester as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

11. To re-elect Mr. Kim Fejfer as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

12. To re-elect Mrs. Laura Michael as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

13. To re-elect Ms. Chrystala Stylianou as a director of the Company for a period of one year; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

14. To approve the resignation of Mr. Constantinos Economides as the director of the Company with immediate effect and to terminate his authorities as a director of the Company with immediate effect.

15. To elect Mr. Gerard van Spall as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2017.

16. THAT any pre-emptive and other rights the Company's shareholders may have by operation of law and/or pursuant to the articles of association of the Company and/or otherwise in connection with the authority conferred on the Board of directors by the Extraordinary General Meetings of the Company of the holders of ordinary non-voting shares of $0.10 each in the Company and the holders of ordinary shares of $0.10 each in the Company on 29 April 2015 for the issue and allotment of up to 318,871,952 ordinary shares of nominal value of $0.10 each and up to 849,542,684 ordinary non-voting shares of $0.10 each in the share capital of the Company (all together hereinafter referred to as the "Additional Shares") or the issue of shares in the Company pursuant to such authority be and are hereby irrevocably and unconditionally waived for the period beginning on the date of passing of this resolution and ending on 29 April 2020.

17. THAT the Additional Shares may be issued and allotted to such person or persons as the Board of directors may, in its sole and unfettered discretion, determine in the form of or pursuant to any equity securities whatsoever including, without limitation, depositary receipts, warrants, convertible or other bonds or rights to subscribe for, or to convert securities into, Additional Shares.

 

In addition the company informs that the Extraordinary General Meeting of the Company for the holders of ordinary non-voting shares will be held at KIBC, Office 201, Profiti Ilia Str, 4, Germasogeia, CY-4046, Limassol, Cyprus on 22 April 2016 at 10-30am (Cyprus time) for the purpose of considering and, if thought fit, passing the following Resolutions each of which will be proposed to be passed in accordance with the provisions of section 59A of the Companies Law, CAP. 113 (as amended):

1. THAT any pre-emptive and other rights the Company's shareholders may have by operation of law and/or pursuant to the articles of association of the Company and/or otherwise in connection with the authority conferred on the Board of directors by the Extraordinary General Meetings of the Company of the holders of ordinary non-voting shares of $0.10 each in the Company and the holders of ordinary shares of $0.10 each in the Company on 29 April 2015 for the issue and allotment of up to 318,871,952 ordinary shares of nominal value of $0.10 each and up to 849,542,684 ordinary non-voting shares of $0.10 each in the share capital of the Company (all together hereinafter referred to as the "Additional Shares") or the issue of shares in the Company pursuant to such authority be and are hereby irrevocably and unconditionally waived for the period beginning on the date of passing of this resolution and ending on 29 April 2020.

2. THAT the Additional Shares may be issued and allotted to such person or persons as the Board of directors may, in its sole and unfettered discretion, determine in the form of or pursuant to any equity securities whatsoever including, without limitation, depositary receipts, warrants, convertible or other bonds or rights to subscribe for, or to convert securities into, Additional Shares.

 

Annex 1 to the Announcement. Directors' Report.

REPORT OF THE BOARD OF DIRECTORS OF

GLOBAL PORTS INVESTMENTS PLC

(THE "COMPANY")

11 March 2016

 

General Meetings of the Company members holding ordinary and ordinary non-voting shares on 29 April 2015 resolved to increase the authorised share capital by 318,871,952 ordinary shares with the nominal value of $0.10 each and by 849,542,684 ordinary non-voting shares of $0.10 each in the share capital of the Company (all together hereinafter referred to as the "Additional Shares"). The Board of directors was authorised in accordance with the provisions of section 62(2) of the Companies Law, Cap. 113 to exercise the power to allot the Additional Shares, or to grant rights to subscribe for or to convert any security into all or any of the Additional Shares for a period of five years from the date of passing the resolution (April 2020) or unless renewed or otherwise resolved by the Company in general meeting. At the same time, the pre-emption rights of the existing shareholders of the Company with regard to the Additional Shares or with regard to the issue of any equity securities including, without limitation, depositary receipts, warrants, convertible or other bonds or rights to subscribe for, or to convert securities into, ordinary shares in the Company (within the number of the Additional Shares) were disapplied for one year period of time.

The proposal is to disapply the pre-emptive rights of the existing shareholders of the Company with regard to the Additional Shares until April 2020 in order to bring this disapplication in line with the authorisation to allot the Additional Shares and in order to enable issuing the Additional Shares on a non-pre-emptive basis. This would enable the Company and the Board of directors to react quickly to potential business opportunities and to take advantage of market conditions to efficiently raise new capital. The issue price of any Placing Shares issued for a cash consideration may be determined following, inter alia, a bookbuilding exercise conducted by placement agents appointed by the Company or by reference to the trading price of the global depositary receipts of the Company on the London Stock Exchange, with due account of a number of factors, including market demand and the then prevailing market situation. The Board of directors considers such mechanism to be justified and consistent with market practice.

The Board of directors of the Company considers that the transactions contemplated above are in the best interests of the shareholders as a whole and unanimously recommend that the shareholders vote in favour of the resolutions to increase the authorized share capital of the Company and to disapply the pre-emption rights relating to the issuance of the Additional Shares at the annual general meeting of the holders of ordinary shares scheduled for 22 April 2016 and the extraordinary general meeting of the holders of ordinary non-voting shares scheduled for 22 April 2016.

 

Annex 2 to the Announcement: Brief biographies of the candidates for the Board of Directors

Gerard Jan van Spall

Mr Jan van Spall serves as a Managing Director of Vistra Cyprus Ltd since October 2015. He joined Vistra in February 2010, heading up the Vistra Curacao operation as Managing Director. In August 2013, Mr Jan van Spall took up a new challenge and moved to Vistra Malta to take up the new role of Director of Business Development and deputy Managing Director.

Mr Jan van Spall obtained his law degree at the University of Leiden where he specialized in corporate law.

 

ENQUIRIES

Global Ports Investor Relations

Mikhail Grigoriev

+357 25 313 475

Email: ir@globalports.com

Global Ports Media Relations

Anna Vostrukhova

+357 25 313 475

E-mail: media@globalports.com

Teneo Strategy

Laura Gilbert / Sabine Pirone

+44 20 7240 2486

E-mail: globalports@teneostrategy.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[1] and Moby Dik[2] in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland[3] (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports also owns inland container terminals Yanino Logistics Park[4] and Logistika-Terminal, both located in the vicinity of St. Petersburg, and has a 50% stake in the major oil products terminal AS Vopak E.O.S.[5] in Estonia.

Global Ports' consolidated revenue for 2015 was USD 405.7 million and Adjusted EBITDA was USD 291.0 million*. The total marine container throughput was 1,834 thousand TEU* in 2015.

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 operates a global terminal network of 62 ports and 135 inland services facilities, giving the company a global presence in 58 countries. 20.5% of Global Ports shares are traded in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR).

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 Global Ports. 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. Global Ports wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Global Ports 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 Global Ports, including, among others, general political and economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries Global Ports operates in, as well as many other risks related to Global Ports and its operations.


[1] In which Eurogate currently has a 20% effective ownership interest. 

[2] In which Container Finance currently has a 25% effective ownership interest. 

[3] In each of which Container Finance currently has a 25% effective ownership interest. 

[4] In which Container Finance currently has a 25% effective ownership interest. 

[5] In which Royal Vopak currently has a 50% effective ownership interest. 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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