GLPR.L Regulatory News (GLPR)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

THIS NOTICE IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS.

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

If you have recently sold or otherwise transferred your entire holding of the Notes, you should inform the Information and Tabulation Agent by email at globalports@i2capmark.com accordingly.

26 August 2022

GLOBAL PORTS (FINANCE) PLC(the "Issuer")

IMPORTANT NOTICE TO NOTEHOLDERS

U.S.$350,000,000 6.50 per cent. Guaranteed Notes due 2023 (the "Notes") issued by the Issuer and unconditionally and irrevocably guaranteed by Global Ports Investments PLC (the "Company"), First Container Terminal Incorporated, Joint-stock company "Petrolesport" and Vostochnaya Stevedoring Limited Liability Company (collectively, the "Guarantors")

Pursuant to the Consent Solicitation Memorandum dated 26 August 2022 (the "Memorandum"), the Issuer is soliciting consents of the Noteholders to the proposals set out herein and in the Memorandum (the "Proposals") to be approved by extraordinary resolutions of the Noteholders (the "Extraordinary Resolutions", and each - the "Extraordinary Resolution") adopted pursuant to provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed dated 22 September 2016 (the "Trust Deed") between the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Original Trustee") in relation to the Notes.

Terms defined in the Trust Deed or the Memorandum shall have the same meaning herein unless the context requires otherwise.

The following table sets forth details of the Notes:

1. Background

In recent months the U.S., the EU, the UK and certain other countries have launched against Russia and various entities and Russian sovereign debt an unprecedented expansion of coordinated actions, including, among others, full blocking restrictions and sanctions on companies and individuals, sovereign debt restrictions and other sanctions targeting a number of Russian individuals and entities. A number of major Russian entities which were not subject to the introduced sanctions, found themselves affected through designation of individuals holding stakes in those companies. Although neither the Issuer, nor any of the Guarantors is a Sanctions Restricted Person, there exists a risk that any payment received from the Issuer or the Guarantors by the Principal Paying Agent can be blocked, delayed or frozen and, consequently, those funds will not be distributed among the Noteholders by the Principal Paying Agent.

In addition, in response to the introduced international sanctions and as part of measures to stabilise and support the Russian financial and currency markets, the Russian authorities have introduced measures aimed at stabilising them, including currency restrictions, which effectively introduce a permit-based system for outbound payments in foreign currencies, including US dollars. Even if the necessary permits are obtained, no assurance can be given that the payments would be credited to the accounts of the Noteholders or that the Noteholders would be able to withdraw the relevant amounts from the relevant nominee accounts due to the circumstances beyond control of the Issuer and the Guarantors (e.g., actions or inaction of its EU or UK counterparties, extended or more stringent compliance checks, etc.).

In light of the above, in order to ensure the equal treatment of all Noteholders to receive the coupon and/or principal payments, the due and punctual performance by the Issuer of its payment obligations in relation to the Notes while ensuring that such performance does not conflict with the terms of the transaction documents relating to the Notes and in order to protect the rights and interests of the Noteholders, the Issuer is seeking Consent by way of the Extraordinary Resolutions which would approve certain modifications to the terms of the Notes and grant certain waivers as set out in more detail below.

2. Proposals sought by way of the Extraordinary Resolutions

2.1. Removal of the Original Trustee and replacement thereof with the New Trustee

The Original Trustee has informed the Issuer that, in light of the regulatory uncertainties which might affect its ability to continue acting as trustee, it has come to a view that with effect from 7 June 2022 it is not capable of acting as trustee pursuant to the Trust Deed. Due to this and in order to ensure that a trustee is in place in respect of the Notes, the Issuer intends, if the Resignation and Appointment Extraordinary Resolution is passed, to replace BNY Mellon Corporate Trustee Services Limited with i2 Capital Trust Corporation Ltd (the "New Trustee") as trustee under the Notes.

2.2. Amendment of the procedure of the appointment and removal of the trustee

As noted above and in line with the provisions of the Trust Deed, the Issuer is committed to ensuring that a trustee remains in place with respect to the Notes. However, due to the potential tightening of sanctions regulations or other reasons beyond its control, the New Trustee might become restricted in acting as the trustee under the Notes or might otherwise be required to resign in the future. Accordingly, to ensure that a replacement trustee can be appointed in a prompt fashion, the Issuer is seeking the Noteholders' approval, with regard to the Notes, to modify the Trustee substitution provisions to (i) allow the appointment of any subsequent Trustee by way of a Written Resolution of holders of not less than 25 per cent. of the Notes outstanding and (ii) exclude the requirement for the Trustee to be a trust corporation.

2.3. Introduction of the new payment mechanics (the "New Payment Mechanics")

If the Amendments Extraordinary Resolution is duly passed, the Issuer and/or any of the Guarantors, as applicable (provided that any of the Guarantors shall be entitled to make such payments regardless of whether the Issuer has become bound to or has failed to make any such payment), shall make any payment of principal, interest or other amounts under the Notes or procure that such payment of principal, interest or other amounts is made in the following manner (including, through a combination of options set out below, provided that each such option can be used in relation to some or all of the Notes or some or all of the Noteholders, in each case as determined at the sole and absolute discretion of the Issuer and/or any of the Guarantors, as applicable):

(1) directly or through the relevant Clearing Systems or other financial intermediaries to certain Noteholders or beneficial owners, in each case upon having received the consent of the concerned Noteholders or beneficial owners or as otherwise permitted or required by all applicable laws, and against presentation of such documents, applications, confirmations and/or other evidence as may be requested by or on behalf of the Issuer or the Guarantors, as applicable, in each case in the currency, as may be selected by the Issuer or the Guarantors, as applicable, at their sole discretion (the "Alternative Currency"), where the amount due shall be calculated as the amount in U.S. Dollars converted into the Alternative Currency on the basis of the exchange rate established on the payment due date by the Central Bank of Russia in respect of the Alternative Currency (the "Direct Payment Option"). The relevant payment obligations shall be discharged when the appropriate funds are debited from the Issuer's or relevant Guarantor's bank account, as applicable (if paid directly) or when credited to the account of the relevant Clearing System or other financial intermediary (if paid through such Clearing System or other financial intermediary); and/or

(2) through nominal accounts, escrow accounts or such other accounts opened in the name or to the benefit of some or all of the Noteholders or beneficial owners, provided that the relevant payments shall be made in the Alternative Currency by application of the concerned Noteholders or beneficial owners to the Issuer or the Guarantors, as applicable, and against presentation of such documents, confirmations and/or other evidence as may be requested by or on behalf of the Issuer or the Guarantors, as applicable (the "Alternative Payment Option"). The relevant payment obligations shall be discharged when the funds are credited to nominal accounts, escrow accounts or other accounts; and/or

(3) to the Noteholders, other than holders of the Notes in respect of which payments have been made or have been arranged to be made in accordance with the Direct Payment Option or the Alternative Payment Option (the "Excluded Notes") (provided that the details of such Excluded Notes and the place of their safekeeping shall be communicated by the Issuer or any of the Guarantors, in each case acting reasonably and in good faith, to the Principal Paying Agent and the relevant Clearing Systems), the payments shall be made through the Principal Paying Agent as envisaged by the original Trust Deed and Agency Agreement, provided that the relevant payment obligations under the Notes shall be discharged when the appropriate funds being transferred to the Issuer's account opened with the Principal Paying Agent are debited from the Issuer's or relevant Guarantor's bank account (as applicable),

provided that the application of the New Payment Mechanics or any part thereof shall at all times be subject to all applicable laws and the procurement of the necessary governmental approvals and clearances from the authorities outside the Russian Federation and/or competent Russian authorities.

In the context of the Direct Payment Option or Alternative Payment Option, the payment obligations of the Issuer towards the Noteholders shall be deemed duly, timely and punctually discharged, notwithstanding that the payment was made in the Alternative Currency and/or directly, through the relevant Clearing Systems or other financial intermediaries or through nominal accounts, escrow accounts or other accounts (and not via the Principal Paying Agent) to certain Noteholders or beneficial owners.

Any payment in respect of the Excluded Notes made in accordance with the Direct Payment Option or the Alternative Payment Option shall be renounced immediately upon notification in writing sent by the Issuer or any of the Guarantors, as applicable, acting reasonably and in good faith, to the Principal Paying Agent and/or the Clearing Systems specifying the details of such Excluded Notes and the place of their safekeeping, and no relevant payments will remain due on such Excluded Notes and no such payment can be claimed from the Issuer or the Guarantors by the Noteholders concerned. The Principal Paying Agent and/or the Clearing Systems will bear no liability for having relied upon or acted in accordance with such notification sent by the Issuer or any of the Guarantors.

2. 4. Simplified cancellation of the Notes (the "Simplified Cancellation")

Additionally, the Issuer is seeking to amend certain operative provisions of the Trust Deed and the Terms and Conditions of the Notes to enable simplified cancellation of the Notes that may be purchased or otherwise held by the Group, which has been adversely affected by the recent operational restrictions and limitations at the international clearing and settlement depositories level. In particular, to enable cancellation of the Notes held by the Group, the Issuer is proposing to determine by way of the Amendments Extraordinary Resolution that such Notes, until properly cancelled, shall be deemed cancelled forthwith upon their purchase, or otherwise upon them becoming held, by any member of the Group (the "Designated Notes"), and that no interest shall accrue on, and no principal amount shall be payable in respect of, the Designated Notes, from (and including) the date when the Issuer or any of the Guarantors sends notice to both the Principal Paying Agent and the Registrar that the Designated Notes have been submitted or surrendered for cancellation (regardless of whether or not such Designated Notes are in fact cancelled) (the "Designation Date"). Accordingly, any Designated Notes shall not be deemed to be outstanding for purposes of the Trust Deed and neither the Issuer nor the Guarantors will be liable to pay any amounts on any Designated Notes from (and including) any Designation Date.

Given that the Terms and Conditions already allow for, at the option of the Issuer, the Guarantors or any of their respective Subsidiaries, the cancellation, resale, holding and reissuing of the Notes purchased by the Group, the Issuer believes that the amendments in question should not be prejudicial to the interests of the Noteholders.

2.5. Extension of grace period

In light of the significant uncertainty relating to the processing of cross-border payments relating to the indebtedness of companies having operations in Russia, and regulatory constraints and delays recently experienced by Russian companies attempting to make payments under their bonds and loans, the Issuer is seeking Noteholders's approval to increase the grace periods for payments of the principal and interest under the Notes from the current 7 Business Days and 10 Business Days, respectively, to 15 Business Days and 20 Business Days, respectively.

2.6. Change of the Permitted Holders

Condition 5(c) (Redemption upon a change of control) of the Terms and Conditions of the Notes provides the holder of the Notes with the option to require the Issuer to redeem such Notes upon the occurrence of a Change of Control (the "Put Option"). For the purposes of the Terms and Conditions, a "Change of Control" shall occur at any time that any person and persons acting together and/or in concert, other than one or more of the Permitted Holders, is or becomes the beneficial owner (directly or indirectly) of more than 50 per cent. of the issued and outstanding voting share capital of the Company. The Permitted Holders, in their turn, mean Transportation Investments Holding Limited ("TIHL") and APM Terminals B.V. and other persons related to or connected with TIHL and APM Terminals B.V. in a way described in the definition of the Permitted Holders.

In 2017, TIHL entered into the share purchase agreement with Delo Group, pursuant to which, in 2018, all TIHL's shares in the Company were sold to Delo Group, which has been a non-controlling shareholder of the Company since then.

To reflect the up-to-date shareholding structure of the Company, the Issuer is proposing to substitute TIHL as a Permitted Holder with Delo Group. Given that Delo Group has owned a significant stake in the Company since 2018, the Issuer does not believe that this amendment would be prejudicial to the interests of the Noteholders.

2.7 Waivers

The Issuer is also seeking the following waivers from the Noteholders:

(a) waiver of any actual or potential breaches that might formally occur as a result of the Guarantors or the Issuer making any payments or arranging for any payments to be made in accordance with the New Payment Mechanics or treating any Notes as Designated Notes in accordance with Simplified Cancellation to the extent such New Payment Mechanics or Simplified Cancellation is not formalised by way of executing the relevant Amendment Documents;

(b) waiver of any actual or potential breaches of the Trust Deed and Terms and Conditions of the Notes and any deficiencies (including those related to the approval of the regulations for holding of the Meeting in virtual format or the nomination of the chairman of the Meeting) that might formally occur as a result of the Extraordinary Resolution being adopted on the basis of the procedures set out in the Memorandum and ratification of any and all such breaches and/or deficiencies and instructions to the New Trustee to waive the same and treat the Extraordinary Resolutions as valid ones despite any such breaches or deficiencies having occurred;

(c) waiver of claim that the Noteholders may have against the Principal Paying Agent, the Registrar, the Transfer Agent, the Original Trustee and the New Trustee arising as a result of any loss or damage which it may suffer or incur as a result of any of them acting upon the Extraordinary Resolutions (including but not limited to circumstances where it is subsequently found that there is a defect in the passing of this resolution or that this resolution is not valid or binding on the Noteholders) and further confirmation that the Noteholders will not seek to hold any of them liable for any such loss or damage;

This notice does not contain a full description of the Proposals and should be read in conjunction with the forms of Extraordinary Resolutions contained in the Memorandum.

3. Execution requirements and effectiveness condition

To be passed, the Extraordinary Resolutions must be passed at the Meeting duly convened and held in accordance with the provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed by a majority of not less than three quarters of the votes cast. The quorum required at each original Meeting shall be at least two Voters representing or holding, (i) with respect to the Resignation and Appointment Extraordinary Resolution, more than half of the aggregate principal amount of the outstanding Notes; and (ii) with respect to the Amendments Extraordinary Resolution, not less than three quarters of the aggregate principal amount of the outstanding Notes. If any Meeting is adjourned through want of a quorum, the quorum required at such adjourned Meeting shall be two or more Voters representing or holding, (i) with respect to the Resignation and Appointment Extraordinary Resolution, the fraction of the aggregate principal amount of the outstanding Notes represented or held by the Voters actually present at the Meeting, and, (ii) with respect to the Amendments Extraordinary Resolution, not less than one quarter of the aggregate principal amount of the outstanding Notes. In each case, a single Voter representing or holding the aggregate principal amount of the outstanding Notes required for the quorum for the relevant Extraordinary Resolution shall be deemed to be two Voters for the purpose of forming a quorum.

To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Voting Instruction voting in favour of or against the Proposals to i2 Capital Markets Ltd acting as an information and tabulation agent (the "Information and Tabulation Agent") by no later than the Voting Deadline. Only Noteholders who hold the Notes as of 12 September 2022 (the "Record Date") may submit a Voting Instruction. The delivery of a Voting Instruction will not affect a Noteholder's right to sell or transfer the Notes. A duly executed Voting Instruction shall bind the Noteholder executing the Voting Instruction, and any subsequent registered holder or transferee of the Notes to which such Voting Instruction relates.

The Issuer reserves the right, in its sole and absolute discretion, to waive any defects, irregularities or delays in connection with deliveries of Voting Instructions.

It is a term of the Consent Solicitation that the Voting Instructions are irrevocable and may not be withdrawn, except in certain limited circumstances where the Issuer (acting jointly with the Company) determines that withdrawal is permitted by applicable law or provisions of the Trust Deed.

A Voting Instruction given in respect of the Meeting shall remain valid for any adjourned such Meeting unless validly revoked (subject to provisions of the relevant Trust Deed and in the limited circumstances permitted).

Copies of the Memorandum can be obtained by registering on the Consent Solicitation Website at https://www.i2capmark.com/event-details/75/Holder/global-ports-%28finance%29-plc. To register and access the Consent Solicitation Website, the Noteholders are required to represent to the Information and Tabulation Agent that they are a Noteholder or otherwise act on behalf of or in the interests of a Noteholder. In order to submit completed Voting Instructions, the Noteholders are required to provide proof of holding as of the Record Date. Questions and requests for assistance in connection with the Consent Solicitation, and/or the delivery of Voting Instructions should be directed to the Information and Tabulation Agent by email at globalports@i2capmark.com. All documentation relating to the Consent Solicitation, together with any updates, will be available via Consent Solicitation Website.

Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication through Euronext Dublin and/or the Company's website.

The Issuer may, subject to applicable laws and the provisions of the Trust Deed, at its option and in its sole and absolute discretion, at any time:

(a) extend the Voting Deadline or re-open the Consent Solicitation (in which case all references in the Memorandum to "Voting Deadline" shall be to the latest time and date to which the Voting Deadline has been so extended or the Consent Solicitation re-opened);

(b) otherwise extend, re-open and/or amend the Consent Solicitation in any respect (including, but not limited to, any increase, decrease, extension, re-opening and/or amendment, in relation to the Voting Deadline and/or the Meeting);

(c) terminate the Consent Solicitation, including with respect to the Voting Instructions delivered before the time of such termination.

The Issuer will make an announcement in respect of any such extension, re-opening, amendment and/or termination as soon as is reasonably practicable after the relevant decision is made.

4. Disclaimers

The distribution of this notice and the Memorandum to which it relates in certain jurisdictions may be restricted by law. Persons into whose possession this notice and the Memorandum to which it relates come are required by the Issuer, the Guarantors, the Original Trustee, the New Trustee and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

This notice must be read in conjunction with the Memorandum. This notice and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Memorandum. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or another appropriately authorised financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.

None of the Issuer, the Guarantors, the Information and Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Issuer, the Guarantors, the Information and Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders consent to the relevant Proposal, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation. The Information and Tabulation Agent is agent of the Issuer and owes no duty to any Noteholder. For the avoidance of doubt, the Original Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Amendments.

This notice is for informational purposes only. The Consent is sought only pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law.