16 Oct 2012 12:12
For immediate release 16 October 2012
Global Ports Investments PLC announces results
of Extraordinary General Meeting
Global Ports Investments PLC ("Global Ports", "the Company" and together with its subsidiaries and joint ventures, "the Group"), (LSE ticker: GLPR) announces that the Company held its Extraordinary General Meeting of shareholders ("EGM") on 16 October 2012 under the chairmanship of Mr. Konstantin Shirokov, Non-Executive Director.
The EGM was held on 16 October 2012 at 12:00 pm Cyprus time at City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus, and had a quorum with 470,000,001 shares, corresponding to 100% of the issued shares, represented by corporate representatives.
The EGM adopted the following resolutions:
Special Resolutions:
1. THAT the authorized share capital of the Company be and is hereby reclassified from 530,000,000 ordinary shares of $0.10 each into 353,750,000 ordinary shares of $0.10 each and 176,250,000 ordinary non-voting shares of $0.10 each.
2. THAT 176,250,000 ordinary shares of $0.10 each in the Company held by Transportation Investments Holding Limited, Cyprus be and are hereby converted into 176,250,000 ordinary non-voting shares of $0.10 each.
3. THAT the Articles of association of the Company be and are hereby replaced with the amended Articles of association as attached to this announcement.
Ordinary Resolution:
4. THAT the Terms of reference of the Board of directors of the Company be and are hereby replaced with the amended Terms of reference with effect from the date of the completion of the sale (announced through RIS (RIS id 8512L07) on 10 September 2012) by Transportation Investments Holding Limited of shares constituting approximately 37.5% of the ordinary issued share capital (approximately half of which comprises ordinary non-voting shares) of the Company to APM Terminals B.V.
Related Materials:
Amended Articles of association
Amended Terms of Reference of the Board of directors
ENQUIRIES
Global Ports Investor Relations
Mikhail Grigoriev
+357 25 503 163
Email: irteam@globalports.com
Global Ports Media Relations
Anna Vostrukhova
+357 25 503 163
E-mail: media@globalports.com
Holloway & Associates
Laura Gilbert/ Zoe Watt
+44 20 7240 2486
NOTES TO EDITORS
Global Ports Investments PLC is the leading operator of container terminals in the Russian market. Global Ports accounts for 30% of the total container volumes in the Russian ports and 23% of the total exports of fuel oil from the former Soviet Union countries. Global Ports is part of N-Trans group, one of the largest private transportation and infrastructure operators in Russia.
In September 2012 Global Ports Investments PLC announced that APM Terminals B.V., a global port, terminal and inland services operator has signed agreements to become a major shareholder of Global Ports and a strategic partner of N-Trans. APM Terminals is a part of A.P. Moller-Maersk A/S, leading oil and transportation conglomerate. Under the terms of the transaction APM Terminals will acquire a 37.5% shareholding in Global Ports from N-Trans.
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 Helsinki and Multi-Link Kotka). Global Ports also includes Yanino Logistics Park located in the vicinity of St. Petersburg and a major oil terminal Vopak E.O.S. in Estonia.
Global Ports' consolidated revenue for the six months ended 30 June 2012 was USD 255.7 million. Adjusted EBITDA for the year six months ended 30 June 2012 was USD 145 million.
The Group's Russian Ports segment handled a total container throughput of approximately 709 thousand TEUs in the first half of 2012 (excluding Yanino).
In June 2011 Global Ports listed its GDRs on the Main Market of the London Stock Exchange (LSE ticker: GLPR).
For more information please see: www.globalports.com
LEGAL DISCLAIMER
Certain statements and/or other information included in these materials are not historical facts and are "forward looking" within the meaning of Section 27A of the U.S. Securities Act of 1933 and 2(1)(e) of the U.S. Securities Exchange Act of 1934, as amended. The words "believe", "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project", "will", "may", "might", "should", "could" and similar expressions (or their negative) identify certain of these forward-looking statements. Forward looking statements include statements concerning the Company's and its shareholders' plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues, operations or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, its competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, business strategy and the trends the Company anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information and the assumptions underlying these forward looking statements. By their very nature, forward looking statements involve inherent risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements in these materials are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Many of such assumptions are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. These assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control and it may not achieve or accomplish these expectations, beliefs or projections. In addition, important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements include the achievement of the anticipated levels of profitability, growth, cost and any recent acquisitions, the timely development of new projects, the impact of competitive pricing, the ability to obtain necessary regulatory approvals, and the impact of general business and global economic conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No statement in this presentation is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements.