10 Sep 2012 07:01
For immediate release 10 September 2012
Global Ports Investments PLC
Notification of New Class of Shares Creation Proposal
Global Ports Investments PLC ('Global Ports', and together with its subsidiaries and joint ventures, 'the Group' or 'Company'), (LSE ticker: GLPR) announces that in connection with the announcement that APM Terminals B.V. (APM Terminals'), a global port, terminal and inland services operator, is becoming a major shareholder of Global Ports and a strategic partner of Transportation Investments Holdings Limited ('TIHL'), a Conversion Offer Letter ('the Letter') is being distributed among all Company shareholders.
According to the Letter it is proposed that the Company shall create a new class of shares and convert part of its issued ordinary shares of $0.10 each into ordinary non-voting shares of $0.10 each.
The ordinary shares and the ordinary non-voting shares shall rank pari passu in all respects save that, the ordinary non-voting shares shall not have the right to receive notice, attend or vote at any general meeting, nor shall they be taken into account for the purpose of determining the quorum of any general meeting.
The ordinary non-voting shares shall, upon transfer by a holder of such ordinary non-voting shares to a person, be automatically converted into ordinary shares. However, the transferee may serve a prior written notice to the directors that it wants to be entered on the register of members as a holder of ordinary non-voting shares, in which case the transferred shares shall continue to constitute ordinary non-voting shares.
A holder of ordinary non-voting shares may convert them into ordinary voting shares by written notice to the directors.
The articles of association of the Company shall be amended to reflect the division of the share capital of the Company into ordinary shares and ordinary non-voting shares and the conversion and transfer provisions of the ordinary shares and the ordinary non-voting shares.
A copy of the proposed new articles of association of the Company is available at the Company's website with a comparison showing the changes against the Company's current articles of association.
Each shareholder must inform the board of directors of the Company by 17 September 2012 18-00 Cyprus time whether it wishes to convert any of its shares into ordinary non-voting shares. Shareholders that have not delivered the completed and signed notification by 17 September 2012 18-00 Cyprus time shall be deemed to have rejected the offer.
The board of directors of the Company, at a board meeting scheduled to be held on 18 September 2012, will consider the results of this offer and, if considered appropriate, proceed to call an EGM (either at that board meeting or a subsequent board meeting).
At the EGM, all members will have the opportunity to vote on a special resolution to approve reclassifying a number of the issued ordinary shares into ordinary non-voting shares, and a special resolution to amend the articles of association of the Company to create the new class of ordinary non-voting shares.
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. 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 year ended 31 December 2011 was USD 501.3 million (up 31% year on year). Adjusted EBITDA for the year ended 31 December 2011 was USD 282.2 million (up 37% on the year ended 31 December 2010). The Group's Russian Ports segment handled a total container throughput of approximately 1,344 thousand TEUs in 2011 (excluding Yanino), a 44% increase on 2010. 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
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.