29 Jun 2011 07:00
*** NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, THE RUSSIAN FEDERATION, CANADA OR JAPAN OR INTO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL ***
This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and investors should not subscribe for or purchase any GDRs referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Global Ports Investments PLC (the "Company") in connection with the Global Offer. Copies of the Prospectus are available from the Company's registered office at Omirou 20, Agios Nikolaos, P.C. 3095, Limassol, Cyprus.
29 June 2011
GLOBAL PORTS INVESTMENTS PLC
ANNOUNCEMENT OF EXERCISE OF OVER-ALLOTMENT OPTION
Global Ports Investments PLC ("GPI" and, together with its subsidiaries and joint ventures, "the Group"), the leading container terminal operator serving Russian cargo flows [1], today announces that the over-allotment option related to its initial public offering (the "Global Offer") has been fully exercised by the Joint Bookrunners. The over-allotment option, granted by Transportation Investments Holding Limited ("TIHL") at the offer price of the Global Offer, is for approximately 10.7 million shares, representing 10% of the base offer size.
The Global Offer of shares in the form of global depositary receipts ("GDRs") was priced on June 24 at USD 15 per GDR with one GDR representing an interest in three ordinary shares. The total offering size, including the over-allotment option, is USD 588 million consisting of 39.2 million GDRs, equivalent to approximately 117.5 million ordinary shares. GPI's free float following the exercise of the over-allotment option represents approximately 25% of the Group's issued share capital.
GPI has applied for admission of the GDRs to the Official List maintained by the UK Financial Services Authority and for admission to trading on the regulated market of the London Stock Exchange under the symbol "GLPR".
Deutsche Bank, Goldman Sachs International, Morgan Stanley and Troika Dialog are the Joint Global Coordinators and Joint Bookrunners of the Global Offer.
For information on the company, please go to: www.globalports.com.
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Contact details
Global Ports Investments PLC
Priit Pedaja (Investors)
Phone: +357 25 503 163
E-mail: priit.pedaja@globalports.com
Anna Vostrukhova (Media)
Phone: +357 25 503 163
E-mail: vostrukhova@globalports.com
Holloway & Associates
Laura Gilbert / Zoe Watt
Phone: +44 20 7240 2486
Infomost
Dmitry Manakov
Phone: +7 495 933 5222
Footnotes
[1] By container throughput for the first three months of 2011 (Source: Drewry).
Disclaimer
The information contained in this document is not for release, publication or distribution in whole or in part in or into the United States. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
These materials are not for release, publication or distribution in whole or in part in the Russian Federation. These materials do not contain or constitute an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or any person in the Russian Federation, and do not constitute an advertisement of any securities in the Russian Federation and must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. These materials are not intended to be and must not be publicly distributed in the Russian Federation. The Securities have not been, nor will be, admitted to placement and/or circulation in the Russian Federation and may not be offered to any person in the Russian Federation except as permitted by Russian law.
The information contained in this document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the relevant member state, together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
Only for distribution to Australian "exempt investors" as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) (Corporations Act) or "wholesale clients" as defined in Chapter 7 of the Corporations Act.
The information contained in this document is restricted and is not for distribution in whole or in part in Canada or Japan.
Deutsche Bank AG, London Branch, Goldman Sachs International and Morgan Stanley & Co. International plc, each of which is authorised and regulated in the United Kingdom by the FSA, and CJSC "Investment Company "Troika Dialog" and TD Investments Limited, are acting exclusively for the Company and no-one else in connection with the Global Offer. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley & Co. International plc, CJSC "Investment Company "Troika Dialog" and TD Investments Limited or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
In connection with the Global Offer, Deutsche Bank AG, London Branch, shall act as stabilising manager (the "Stabilising Manager"), and it or persons acting on its behalf, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot the GDRs or effect other stabilisation transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market for a limited period after the issue date. However, the Stabilising Manager is not required to enter into such transactions. Such stabilising, if commenced, may be discontinued at any time without prior notice, and may only be undertaken during a period of 30 days after the announcement of the offer price of the GDRs. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.
Forward Looking Statements
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.