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 ANNOUNCEMENT 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 ANNOUNCEMENT 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 ANNOUNCEMENT 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 ANNOUNCEMENT, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

16 March 2023

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

Update on coupon payment

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

(Regulation S ISIN: XS1405775450; Regulation S Common Code: 140577545; Rule 144A ISIN: US37955KAC62; Rule 144A Common Code: 098266674) (the "Notes")

Issuer and the Guarantors to proceed with the payment of coupon under the Notes due on 22 March 2023 (the "March Coupon") including by way of the Direct Payment Option which will be offered to any Noteholders who wish and have consented to receive the March Coupon directly or are otherwise required to be so paid as a matter of applicable laws.

Noteholders will be able to submit consent forms for payments in accordance with the Direct Payment Option (the "Consent to the Direct Payment") by 3:00 p.m. London time on 24 March 2023. Promptly thereafter the Issuer or any of the Guarantors, as applicable, will proceed with making payments of the March Coupon in accordance with the New Payment Mechanics and as required by applicable laws and with filing application to the competent authorities to make the balance payment of the March Coupon to the Noteholders which may require more time to process compare to the previous coupon payments.

Noteholders wishing to receive payment of the March Coupon in accordance with the Direct Payment Option are invited to submit the following documents to the Issuer at GPF2023@globalports.com by 3:00 p.m. London time on 24 March 2023:

1. Signed and completed Consent to the Direct Payment, the form of which is attached as schedule hereto;

2. Proof of holding of the Notes as of 21 March 2023.

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

This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the adoption of the Extraordinary Resolutions, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

SCHEDULE 1

CONSENT TO THE DIRECT PAYMENT

____________ 2023

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

Terms used but not defined herein shall have the meanings ascribed to them in the trust deed dated 22 September 2016 between the Issuer and BNY Mellon Corporate Trustee Services Limited, as the original trustee, or i2 Capital Trust Corporation Ltd, as the replacement trustee, as amended (the "Trust Deed").

This document constitutes a consent of the Noteholder or the Beneficial Owner (as applicable) to the Direct Payment Option as set out in sub-paragraph A of paragraph (g)(New Payment Mechanics) of Condition 6 (Payments) of the Conditions.

As of [21 March 2023] / [●], [we [●] (a [●] incorporated under the laws of [●] with the registered address at [●] and the [main state] registration number [●])] / [I, [●], citizen of [●] (passport / ID number [●] registered at [●])] [were] / [was] the holder of U.S.$ [●] in principal amount of the Notes outstanding holding such Notes through:

(please underline the appropriate option)

· Russian National Settlement Depositary ("NSD");

· Russian custodians ("Other Russian Custodians") being the accountholders of Euroclear Bank SA/NV and Clearstream Banking, S.A.; or

· foreign nominee holders (the "Foreign Nominees"),

which is evidenced by the Proof of Holding attached as Annex 1 hereto.

IN ACCORDANCE WITH SUB-PARAGRAPH A OF PARAGRAPH (G)(NEW PAYMENT MECHANICS) OF CONDITION 6 (PAYMENTS) OF THE CONDITIONS, [WE] / [I] HEREBY:

[SECTION 1 IS APPLICABLE ONLY FOR THE NOTEHOLDERS HOLDING NOTES THROUGH NSD OR OTHER RUSSIAN CUSTODIANS]]

1. consent to receive the payment of coupon under the Notes due on 22 March 2023 (the "March Coupon") in accordance with the Direct Payment Option, subject to the terms and conditions of the Trust Deed and the Conditions, from the Issuer or any of the Guarantors (at their sole discretion) through NSD or Other Russian Custodian (as applicable) in Roubles at the Central Bank of Russia foreign exchange rate (as of the date of the relevant payment);

[SECTION 2 AND 3 ARE APPLICABLE ONLY FOR THE NOTEHOLDERS HOLDING NOTES THROUGH THE FOREIGN NOMINEES]]

2. consent to receive the payment of the March Coupon in accordance with the Direct Payment Option, subject to the terms and conditions of the Trust Deed and the Conditions, from the Issuer or any of the Guarantors (at their sole discretion) directly in [Roubles / US dollars][1] at the Central Bank of Russia foreign exchange rate (as of the date of the relevant payment) to the following [Roubles / US dollars][2] account in [our] / [my] name:

[Specify the [Rouble / US dollar][3] account details],

provided that any such payment shall be subject to all applicable Russian laws, including the procurement of all necessary regulatory approvals and consents, if applicable.

3. confirm that [we are] / [I am] [a Russian resident] / [a person who is a non-Russian resident and not an Investor from an Unfriendly Jurisdiction (as defined below)] / [a person who is an Investor from an Unfriendly Jurisdiction (as defined below)][4];

4. waive, with effect from the date 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 NSD (if paid through NSD or Other Russian Custodians) (the "Discharge Date"), any and all rights to claim, or give instructions to claim, the respective amounts from the Issuer and/or any of the Guarantors, whether on the basis of the Trust Deed and Conditions or otherwise;

5. acknowledge and agree that the making of any payments in accordance with the Direct Payment Option is subject to all applicable laws of the Russian Federation;

6. undertake, upon the request of the Issuer or any of the Guarantors, as applicable, to notify the custodian / depository with which [we] / [I] hold the Notes and instruct such custodian / depository to notify the underlying custodians / depositaries, in each case within [5] calendar days from the Discharge Date, that the March Coupon has been paid directly or through NSD or Other Russian Custodians, as applicable;

7. acknowledge and agree that the Issuer or any of the Guarantors may disclose the fact that payment has been made in accordance with the Direct Payment Option to [ourselves] / [myself] and any documents and information related thereto (including this consent) to the Trustee, the Principal Paying Agent, Euroclear Bank SA/NV, Clearstream Banking, S.A. and DTC and that no such disclosure shall constitute a breach of confidentiality or improper use of any personal data contained herein; and

8. confirm that [we] / [I] have [the necessary corporate power and authority] / [individual capacity] to execute and deliver this consent and have taken all necessary action to authorise this consent and the execution and delivery hereof (including, the procurement of the necessary approvals and consents).

In this application, "Investor from an Unfriendly Jurisdiction" means a foreign person associated with foreign jurisdictions which commit unfriendly acts in relation to the Russian Federation, Russian legal entities and individuals (including if such foreign persons have citizenship of such jurisdictions,[5] or such jurisdictions are the place of their incorporation, their predominant business activity or the place where they derive the most of their profits), or persons controlled by such foreign persons, regardless of the place of their incorporation (except in cases where the place of their incorporation is the Russian Federation) or place of their predominant business activity[6].

This consent and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

Executed by:

__________________________

(Name of the Noteholder)

__________________________

(Signature of Noteholder)

[Signatory's name:

Signatory's title:]

Amount of Holding: _____________________________________________________________

Custodian for the Notes: __________________________________________________________

Other intermediaries and nominee holders for the Notes (list all sub-custodians and nominees):

______________________________________________________________________________

______________________________________________________________________________

_______________________________________________________________________________

Annex 1

[Proof of holding]

[Acceptable forms of proof of holding may include (i) a Statement of Account for the Purpose of Proof of Holding (a STAC) of a direct participant, screenshot from Euroclear Bank SA/NV or Clearstream Banking, S.A. or DTC, an extract or statement from any depositary or any other document or information (which in the opinion of the Issuer or any of the Guarantors) will sufficiently evidence the proof of holding in respect of the Notes, or (ii) a statement of account from a direct participant, each acceptable form of proof of holding confirming (a) the Euroclear Bank SA/NV or Clearstream Banking, S.A. or DTC direct participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of the Notes held or (iii) a statement of account or holdings reports from such other intermediary (including brokers, depositories, custodians and sub-custodians) being the immediate custodian of the account where the relevant Notes are being held by the relevant Noteholder]