Last checked at 7 Feb 2011 07:38
Press Release
NCSP Board Approves Share Redemption Ratio
07.02.2011
PJSC Novorossiysk Commercial Sea Port (LSE: NCSP, RTS & MICEX: NMTP) hereby announces the resolution of PJSC NCSP Board of Directors passed on 4 February 2011 (Board meeting's minutes №09-SD NMTP dated 4 February 2011):
To approve the Report on the share redemption claims submitted by PJSC NCSP shareholders, and to execute share redemption program on a pro-rata basis with a ratio of 0.2990.
A total of 1 727 485 434 shares of PJSC NCSP were submitted for redemption. Share redemption claims were accepted during the buy-back period from 17 December 2011 until 31 January 2011 (deadline for GDR holders was set on 24 January 2011 by JP Morgan depositary bank).
Based on provisions of article 5, clause 76 of the Federal Law on Joint-Stock Companies, the total number of shares that PJSC NCSP is liable to redeem from the shareholders at their request constitutes 516 686 497 shares, to be redeemed at the price of 4.9 RUR (established by the independent appraiser and approved by PJSC NCSP Board of Directors on 29 October 2010) for the total amount of 2 531 763 832.93 RUR, equal to 10% of the PJSC NCSP net asset value as calculated on the basis of unconsolidated financial statements under Russian accounting standards dated 30 September 2010.
The payment for the shares to be redeemed by PJSC NCSP from its shareholders shall be made with 30 days after the end of the buy-back period.
Shares are being redeemed on the basis of the PJSC NCSP EGM resolution dated 16 December 2010 to approve the transaction to acquire 100% of participatory interest in Primorsk Trade Port LLC with a related bank debt financing, which constitutes a major transaction, the price (cash value) of which exceeds 50% of the balance sheet asset value of PJSC NCSP, calculated on the basis of PJSC NCSP RAS financial statements as of the most recent reporting date, and also constitutes an «interested party transaction» due to the interest of PJSC NCSP shareholder Novoport Holding Ltd, holding 50.1% of NCSP voting shares. Total number of PJSC NCSP outstanding shares constitutes 19 259 815 400.
About NCSP Group
Novorossiysk Commercial Sea Port is the largest Russian port operator and the 3d operator in Europe in terms of cargo turnover. NCSP shares are traded on Russia's RTS and MICEX exchanges (NMTP) and on the London Stock Exchange (NCSP) in the form of GDRs (1 GDR representing 75 shares). NCSP Group consolidated cargo turnover in 2009 totaled 86.5 million tons (excluding Primorsk Trade Port), andc onsolidated revenue to IFRS for 9 months of 2010 totaled $499.4 million and net profit $233.0 million. NCSP Group includes the following stevedore companies: PJSC Novorossiysk Commercial Sea Port, PJSC Primorsk Trade Port (since 2011), PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Shipyard, PJSC Fleet of NCSP, OJSC NLE, OJSC IPP, and Baltic Stevedoring Company Ltd.
For more information please contact: Tel.: +7 (495) 783-5434; IR@nmtp.info