Pjsc Novor. S Regulatory News (NCSP)

RNS Number : 5894U

PJSC Novorossiysk Comm. Sea Port

18 October 2010

 

NCSP Calls Board of Directors Meeting to Consider the Terms of Its Proposed Acquisition of Primorsk Trade Port LLC

18.10.2010

PJSC Novorossiysk Commercial Sea Port ("NCSP") (LSE: NCSP, RTS and MICEX: NMTP) hereby announces that it has called a meeting of its board of directors (the "Board") to consider convening an extraordinary general meeting of shareholders (the "EGM") to approve the terms of:

·; the proposed acquisition by NCSP of 100% of the participatory interests in Primorsk Trade Port LLC ("PTP") from Omirico Limited ("Omirico"), the sole shareholder of PTP (the "Primorsk Acquisition"); and

·; a bank debt financing which NCSP proposes to obtain in order to fund a portion of the purchase price payable for the Primorsk Acquisition (the "Bank Financing").

Each of the Primorsk Acquisition and the Bank Financing (together, the "Transaction") is mutually conditional on the other. Accordingly, approval of the Transaction by the EGM would be voted on as a single item on the agenda for the EGM.

It is a condition to the Transaction that Kadina Limited ("Kadina") sell to Omirico, and that Omirico purchase, 100% of the issued shares of Novoport Holding Ltd. ("Novoport"), which holds 50.1% of the shares of NCSP (the "Change of Control ).

Omirico, a company established and existing under the laws of the Republic of Cyprus, is jointly controlled by JSC Transneft and by companies owned or controlled by Russian businessman Mr. Ziyavudin Magomedov. Each of Kadina and Novoport is registered in the British Virgin Islands and controlled by the current controlling beneficial shareholders of NCSP. If completed, the Transaction would therefore give rise to a change of control of NCSP.

The Primorsk Acquisition

PTP is an operator at the Port of Primorsk located on the Baltic Sea to the northwest of St. Petersburg. The Port of Primorsk is Russia's largest oil port, handling approximately 30%[1] of Russia's oil exports and approximately 37%[2] of oil exported via Russian seaports. The acquisition of PTP will be a transformational transaction for NCSP and, once completed, will allow NCSP to significantly increase the scale of its operations, diversify its geographic presence, reduce the volatility of cargo volumes and gain access to new transport routes. Following the completion of the Primorsk Acquisition, NCSP will become one of the leading port operators in Europe in terms of cargo turnover, with an enhanced competitive position and potential for increasing shareholder value.

Upon completion of the Change of Control, JSC Transneft and Ziyavudin Magomedov's companies will become beneficial owners of 50.1% shares in NCSP. We believe that the introduction of JSC Transneft-the oil pipeline network operator controlled by the Russian Federation-as an indirect shareholder will permit NCSP to strengthen its position on the markets for transshipment of oil and oil products at the Novorossiysk Port (Sheskharis Terminal). NCSP and PTP are strategically located at major exit points of JSC Transneft's pipelines on Black and Baltic Seas. Moreover, we believe that the successful track record of Ziyavudin Magomedov's companies in public-private partnership obtained in the course ofPTP's development may be effectively used for implementing NCSP's development strategy aimed at expanding transshipment capacity in line with market demand, increasing operational efficiency and enhancing shareholder value creation.

Conditions precedent to the Primorsk Acquisition

The completion by NCSP of the Primorsk Acquisition is subject to certain conditions, including, among others, the following:

·; obtaining the necessary corporate approvals of the Board and the EGM;

·; obtaining prior approval from the Russian Federal Antimonopoly Service ("FAS") in compliance with the requirements of the Russian antimonopoly legislation;

·; obtaining prior approval required under Russian legislation on foreign investments in enterprises of strategic importance for ensuring defense and security of the state;

·; entering into definitive documentation for the Transaction;

·; completion of regulatory procedures of the competent Russian federal authority, the Federal Agency for the Management of the State Property ("Rosimushchestvo"), in respect of the purchase price for the Primorsk Acquisition; and

·; holding an open tender for, and arrangement of, the Bank Financing.

Price determination for the Primorsk Acquisition

NCSP's Board of Directors will also make a formal determination of the cash amount of the purchase price for the Primorsk Acquisition. To perform an independent appraisal of PTP's market value in accordance with the requirements of Article 77 of the Russian Joint Stock Companies Law (the "JSC Law"), NCSP has retained an independent appraiser, CJSC "Professional Appraisal Center". The purchase price for the Primorsk Acquisition to be considered by NCSP's Board of Directors has been set by the independent appraiser at US$2.153 billion, assuming net debt of PTP of not greater than RUR 10.94 billion[3] (report No. 49 dated September 30, 2010).

Because the Russian Federation, through Rosimushchestvo, owns over 2% of the shares of NCSP, once the Board has made its determination of the purchase price for the Primorsk Acquisition, certain procedures for obtaining Rosimushchestvo's consent to the purchase price will be required under Article 77 of the JSC Law.

Terms of financing the Primorsk Acquisition

NCSP plans to use available funds and also arrange for Bank Financing to finance the Primorsk Acquisition. NCSP will select a credit institution to provide the debt financing through an open tender procedure. The Board of Directors of NCSP will consider the following principal terms of the financing arrangement:

·; loan amount - up to US$1.95 billion;

·; term of the loan -7 years from the date of the loan agreement;

·; interest rate on the loan (a) in case of a floating interest rate - in the amount of a 3-month LIBOR rate and a margin of not more than 7% (seven percent) per annum, (b) in case of a fixed interest rate - not in excess of 9% (nine percent) per annum;

·; scope of security to be provided, if any, and identity of providers.

Certain Russian Corporate Law Matters Relating to the Primorsk Acquisition

If the Board decides to call the EGM, it will set a record date for determining the holders of NCSP shares who will be entitled to participate in the EGM (the "Share Record Date"). JP Morgan, as depositary for the global depositary receipts representing shares of NCSP ("GDRs"), will, in consultation with the LSE, set the record date for determining the holders of GDRs entitled to instruct JP Morgan to vote the NCSP shares underlying such GDRs (the "GDR Record Date"). The GDR Record Date will, as near as possible, coincide with the Share Record Date. JP Morgan will also set a date (normally 3 to 7 days prior to the EGM) until which the voting instructions of GDR holders will be accepted, and will deliver the data obtained to the EGM through the Sberbank, as Russian custodian for the NCSP shares represented by the GDRs. NCSP and JP Morgan will prepare voting cards containing all the required information with respect to the timing and agenda of the EGM immediately after the Board adopts a decision to convene the EGM. The voting cards will be delivered by JP Morgan to GDR holders in electronic form through the relevant market participants. Due to the size of the Transaction in relation to the book value of NCSP's assets determined in accordance with Russian Accounting Standards ("RAS"), the Transaction is deemed a "major transaction" for the purposes of JSC Law. In addition, due to Novoport's interest therein, the Transaction should be also deemed an "interested-party transaction" under the JSC Law. Accordingly, if convened, the EGM would vote on the approval of the Transaction as a major interested-party transaction. Approval of the Transaction will require a simple majority of votes of disinterested NCSP shareholders (whether holding shares or GDRs), being all shareholders and holders of GDRs other than Novoport, which is an interested party.

Determination of the Put Right Exercise Price

The Board will also determine the price of one NCSP share for the purpose of exercise of a put right by the shareholders who voted against or did not participate in voting on the approval of the major transaction at the EGM in accordance with Article 79 of the JSC Law. To perform an independent appraisal of the market value per share, NCSP retained an independent appraiser, CJSC "Professional Appraisal Center". The put right exercise price per share proposed for the Board's approval, as determined by the independent appraiser, is RUR 4.9 (four rubles and ninety kopecks)[4] (report No. 47 dated September 15, 2010). As in the case of the purchase price for the Primorsk Acquisition, the price per share for the purpose of the put right is also subject to review by Rosimushchestvo. According to Article 76 of the JSC Law, the aggregate amount of funds to be used by NCSP to buy shares from the shareholders exercising their put rights may not exceed 10% of its net asset value as of the date of EGM. For this purpose, the net asset value will be calculated on the basis of NCSP's financial statements prepared in accordance with RAS on an unconsolidated basis as of the most recent reporting date.

The Change of Control

Completion of the Change of Control, according to which Kadina will sell a 100% ownership interest in Novoport, which owns 50.1% of shares in NCSP, to Omirico is subject to completion of the Primorsk Acquisition by NCSP. Other conditions for the Change of Control for Omirico of which NCSP is aware, are obtaining by Omirico of a prior approval from FAS in compliance with the requirements of the Russian antimonopoly legislation and obtaining by Omirico of a prior approval in compliance with the legislation on foreign investments in enterprises of strategic importance for ensuring defense and security of the state, as well as entering into definitive documentation for the Change of Control and obtaining of the required corporate approvals.

Certain Eurobond Matters

Certain aspects of the Transaction may require NCSP to obtain appropriate consents or waivers from holders of the 7% loan participation notes due 2012 issued on behalf of NCSP (the "Eurobond") to agree on the appropriate permissions, waivers, or their agreement to amendments to the terms of the Eurobond documentation. To complete the contemplated Transaction, NCSP intends to conduct a consent solicitation of Eurobond holders.

The terms and conditions of the Eurobonds are set forth in the prospectus of May 14, 2007, which may be reviewed on the official website of NCSP: http://nmtp.info/en/holding/investors/info_disclosure/prospects/.

Additional Information

Additional information on the Primorsk Acquisition will be published by NCSP in press releases and on the official site of NSCP: www.nmtp.info/enon the basis of the relevant corporate approvals.

About NCSP Group

Novorossiysk Commercial Sea Port is the largest Russian port operator in terms of cargo turnover. NCSP Group's consolidated cargo turnover in 2009 totaled 86.5 million tons. Consolidated IFRS revenue in 2009 totaled $675.1 million and net profit ‑ $252.2 million.

NCSP shares are traded on Russia's RTS and MICEX exchanges (Ticker: NMTP) and on the London Stock Exchange (Ticker: NCSP) in the form of GDRs (1 GDR representing 75 shares).

NCSP Group includes the following stevedore companies: PJSC Novorossiysk Commercial Sea Port, PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Shipyard, PJSC NCSP Fleet, OJSC Novoroslesexport, OJSC IPP, and Baltic Stevedoring Company Ltd.

 

Please send your questions and comments to:

IR@nmtp.info Tel.: +7 (495) 783-5434

Important Notice

This news release is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities.

Forward-Looking Statements

This press release includes forward-looking statements that reflect NCSP's intentions, beliefs or current expectations. Forward-looking statements involve all matters that are not historical fact. NCSP identifies forward-looking statements by using the words "may", "will", "would", "should", "expect", "intend", "estimate", "anticipate", "project", "believe", "seek", "plan", "predict", "continue" and similar expressions or their negatives. Such statements are made on the basis of assumptions and expectations which, although NCSP believes them to be reasonable at this time, may prove to be erroneous. These forward-looking statements are subject to risks, uncertainties and assumptions and other factors that could cause NCSP's actual results of operations, financial condition, liquidity, performance, prospects or opportunities, as well as those of the markets it serves or intends to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. Important factors that could cause those differences include, but are not limited to: changing business or other market conditions, general economic conditions and political and social developments in the Russian Federation, the European Union, the United States and elsewhere, and trends in, and NCSP's ability to respond to trends in, its industry and in the markets in which it and its subsidiaries operate or plan to operate; our business and growth strategies; planned acquisitions or development projects, or any other projects in our investment pipeline; our expansion into other geographic regions or market segments; the effects of legislation, regulation, bureaucracy or taxation on our business; possible changes in our capital structure; planned future financing operations; and our anticipated future revenues, capital expenditures and financial resources. Additional factors could cause actual results, performance or achievements to differ materially. NCSP, its subsidiaries and each of its and their directors, officers, employees, affiliates and advisors expressly disclaim any obligation or undertaking to release any update of or revisions to any forward-looking statements in this presentation and any change in NCSP's expectations or any change in events, conditions or circumstances on which these forward-looking statements are based, except as required by applicable law or regulation.

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