20 Dec 2013 18:05
For immediate release 20 December 2013
Global Ports Investments PLC
Publication of prospectus in relation to the proposed acquisition of NCC Group Limited
Global Ports Investments PLC ("Global Ports" or the "Company", together with its subsidiaries and joint ventures, the "Group"; LSE ticker: GLPR) announces that is has today published a prospectus (the "Prospectus") in relation to the proposed acquisition of 100% of the share capital of NCC Group Limited (together with its subsidiaries, "NCC Group").
The publication of the Prospectus is a regulatory requirement under the Financial Services and Markets Act 2000. The Prospectus has been approved by the UK Financial Conduct Authority in accordance with section 87A of FSMA and made available to the public as required by Rule 3.2 of the Prospectus Rules and relates to the listing of up to 191,056,910 GDRs (the "Readmission"). The GDRs represent interests in ordinary shares of the Company, each with a nominal value of USD0.10 (the "Ordinary Shares"), and with each GDR representing an interest in three Ordinary Shares.
The Prospectus has been made available on Global Ports' website, www.globalports.com, and has been submitted to the National Storage Mechanism, where it will be available for inspection at www.hemscott.com/nsm.do. Copies of the Prospectus will also be available for inspection during normal business hours on any weekday, free of charge, at the registered office of the Company at Omirou 20, Agios Nikolaos, CY-3095, Limassol, Cyprus, from the date of the publication of the Prospectus up to and including the date of Readmission.
Unless otherwise defined in the Prospectus, terms used in this announcement have the same meanings as those defined in the Prospectus.
http://www.rns-pdf.londonstockexchange.com/rns/1739W_1-2013-12-20.pdf
ENQUIRIES
Global Ports Investor Relations
Mikhail Grigoriev
+357 25 503 163
Email: ir@globalports.com
Global Ports Media Relations
Anna Vostrukhova
+357 25 503 163
E-mail: media@globalports.com
StockWell Communications
Laura Gilbert/ Zoe Watt
+44 20 7240 2486
E-mail: globalports@stockwellgroup.com.
NOTES TO EDITORS
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 Nakhodka) and two container terminals in Finland (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports Group also owns 75% in 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[1] for the first six months of 2013 was USD 249,135 thousand. Adjusted EBITDA[2] for the first six months of 2013 was USD 137,709 thousand. The marine terminals of Russian Ports segment had a total container throughput of approxima`tely 707 thousand TEUs in the first six months of 2013.
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 64 operating port facilities and 165 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).
On 2 September 2013, Global Ports announced that it had entered into binding arrangements to acquire (subject to certain conditions) 100% of the share capital of NCC Group Limited. NCC Group Limited, together with its subsidiaries, is an operator of two marine container terminals in the Russian Baltic basin and one in-land container facility in Leningrad region.
For more information please see: www.globalports.com.
NCC Group
NCC Group Limited was founded in 2002 and, together with its subsidiaries, is the second largest container terminal operator in Russia, by gross throughput in 2012, according to ASOP. Its key assets include 100% of the First Container Terminal in St. Petersburg, 80% of the recently launched Ust-Luga Container Terminal in the port of Ust-Luga and 100% of Logistika-Terminal (LT), an inland container terminal close to St. Petersburg. NCC Group's container terminal operations are located on the Baltic Sea, one of the key gateways for Russian container cargo. NCC Group's marine terminals had an annual container handling capacity of approximately 1.69 million TEUs and have the potential to be expanded to accommodate increases in demand for container handling services in the Baltic region of Russia. The annual capacity of NCC Group's inland container facility, LT, currently amounts to 200 thousand TEUs.
NCC Group's marine container terminals had a total container throughput of approximately 1,069 thousand TEUs in 2012. In the first six months of 2013, NCC Group's marine terminals handled approximately 561 thousand TEUs, which represented growth of approximately 6.5% compared to the first six months of 2012.
In the first six months of 2013, NCC Group's consolidated revenue and Adjusted EBITDA[3] were USD 131,801 thousand and USD 84,749 thousand, respectively.
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.
[1] According to the interim condensed consolidated financial information of Global Ports as at and for the six months ended 30 June 2013.
[2] Adjusted EBITDA in respect of the GPI Group is defined as profit for the period before income tax expense, finance costs, finance income, depreciation of property, plant and equipment, amortisation of intangible assets, other gains/(losses)-net, impairment charge of property, plant and equipment and impairment charge of goodwill.
[3]Adjusted EBITDA in respect of the NCC Group is defined as profit for the period before income tax expense, foreign exchange gains/(loss), net, finance costs, finance income and depreciation and amortisation expenses adjusted further certain non-cash or one-off gains and losses included within other income/(expenses), net in Note 8 to each of the audited consolidated financial statements of the NCC Group as at and for the years ended 31 December 2010, 2011 and 2012 and the unaudited interim condensed consolidated financial information of the NCC Group as at and for the six month period ended 30 June 2013.