2 Sep 2013 07:00
For immediate release 02 September 2013
EGM ANNOUNCEMENT
Global Ports Investments PLC ("the Company" and, together with its subsidiaries and joint ventures, "Global Ports" or "the Group"), the leading container terminal operator serving Russian cargo flows (LSE ticker: GLPR) today announces that at a meeting held on 1 September 2013, the Board of Directors of the Company called an Extraordinary General Meeting of shareholders ("EGM") to be held at 6 Karaiskakis Street, City House, P.C. 3032 Limassol, Cyprus on 27 September 2013 at 12:00 pm Cyprus time for the purpose of considering and, if thought fit, passing the following Resolutions of which Resolutions (a) and (b) will be proposed to be passed in accordance with the provisions of section 59A of the Companies Law, CAP. 113 (as amended) and resolutions (c) and (d) as ordinary resolutions.
THAT:
(a) The authorised share capital of the Company be and is hereby increased from $53,000,000 divided into 353,750,000 ordinary shares of $0.10 each and 176,250,000 ordinary non-voting shares of $0.10 each to $58,158,536.40 divided into 353,750,000 ordinary shares of $0.10 each and 227,835,364 ordinary non-voting shares of $0.10 each by the creation of an additional 51,585,364 ordinary non-voting shares of $0.10 each, which will rank pari passu in all respects with the existing ordinary non-voting shares of the capital of the Company.
(b) The directors of the Company be and are hereby authorised in accordance with the provisions of section 62(2) of the Companies Law, Cap. 113 to exercise the power to allot the said 51,585,364 ordinary non-voting shares of $0.10 each in the Company and 51,585,366 ordinary shares of $0.10 each in the Company, or to grant rights to subscribe for or to convert any security into all or any of the said shares in the Company for a period of five years from the date of passing this resolution or unless renewed or otherwise resolved by the company in general meeting, subject to the provisions of paragraph 18 of the Company's articles of association.
(c) The resignation of Mr. Robert Dirk Korbijn as the director of the Company be and is hereby approved with immediate effect and the authorities of Mr. Robert Dirk Korbijn as a director of the Company be and are hereby terminated with immediate effect.
(d) The appointment of Mr. Constantinos Economides as a director of the Company until the next annual general meeting of shareholders of the company with no remuneration be and is hereby approved.
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 6 Karaiskakis Street, City House, P.C. 3032 Limassol, Cyprus on 27 September 2013 at 1:00 pm Cyprus time for the purpose of considering and, if thought fit, passing the following Resolutions both of which will be proposed to be passed in accordance with the provisions of section 59A of the Companies Law, CAP. 113 (as amended).
THAT:
(a) The authorised share capital of the Company be and is hereby increased from $53,000,000 divided into 353,750,000 ordinary shares of $0.10 each and 176,250,000 ordinary non-voting shares of $0.10 each to $58,158,536.40 divided into 353,750,000 ordinary shares of $0.10 each and 227,835,364 ordinary non-voting shares of $0.10 each by the creation of an additional 51,585,364 ordinary non-voting shares of $0,10 each, which will rank pari passu in all respects with the existing ordinary non-voting shares of the capital of the Company.
(b) The directors of the Company be and are hereby authorised in accordance with the provisions of section 62(2) of the Companies Law, Cap. 113 to exercise the power to allot the said 51,585,364 ordinary non-voting shares of $0.10 each in the Company and 51,585,366 ordinary shares of $0.10 each in the Company, or to grant rights to subscribe for or to convert any security into all or any of the said shares in the Company for a period of five years from the date of passing this resolution or unless renewed or otherwise resolved by the company in general meeting, subject to the provisions of paragraph 18 of the Company's articles of association.
The increase of the Company's share capital will permit the issue of ordinary non-voting shares as part of the consideration to be paid in connection with the binding arrangements Global Ports has entered into to acquire 100% of the share capital of NCC Group Limited ("NCC Group"). For further details concerning this acquisition, please see the relevant Company announcement also published today.
Annex to the Announcement: Brief biography of the candidate for the Board of Directors
Constantinos Economides
Mr. Constantinos Economides, Managing Director of Orangefield, is a Chartered Accountant and a member of the Institute of Chartered Accountants in England & Wales (ICAEW) from which he holds a practicing certificate to engage in public service in areas of taxation, management consultancy and corporate finance. He is ACA qualified and holds an MSc in Management Sciences. He trained with Ernst & Young (London) and Deloitte (Cyprus) before setting up his own firm, Fidelico in 2006. Fidelico has recently merged with Orangefield trust group.
ENQUIRIES
GLOBAL PORTS:
Investor Relations
Mikhail Grigoriev
+357 25 503 163
Email: irteam@globalports.com
Media Relations
Anna Vostrukhova
+357 25 503 163
Email: 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 three container terminals in Russia (Petrolesport and Moby Dik in St. Petersburg, Vostochnaya Stevedoring Company in the Vostochny Port) and two container terminals in Finland (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports group also owns Yanino Logistics Park, located in the vicinity of St. Petersburg, and a 50% share in the major oil product terminal, AS Vopak E.O.S., in Estonia.
Global Ports' consolidated revenue for 2012 was USD 501.8 million. Adjusted EBITDA for 2012 was USD 288 million. The Group's Russian Ports segment handled a total container throughput of approximately 1.450 million TEUs in 2012 (excluding Yanino).
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 (37.5%), and APM Terminals B.V., whose core expertise is the design, construction, management and operation of ports, terminals and inland services with a global terminal network of 62 operating port facilities and 160 Inland Services operations, giving APM Terminals a global presence in 68 countries (37.5%). The remaining 25% of Global Ports shares are in public hands and held 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 the Company. 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 Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company 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 Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations, including the completion of the acquisition of the NCC Group and the Company's ability to realise the benefits of that acquisition.