PJSC Novorossiysk Comm. Sea Port
NCSP Shareholders Approved Acquisition of Primorsk Trade Port
17 December 2010
PJSC Novorossiysk Commercial Sea Port Group (LSE: NCSP, RTS and MICEX: NMTP) hereby reports the results of Extraordinary General Meeting of shareholders held on 16 December 2010 in the form of absentee voting.
The only item on the agenda of the EGM was the approval of the «major transaction» (a series of interrelated transactions) to be executed by PJSC NCSP, as follows:
·; Proposed acquisition of 100% of participation interest in Primorsk Trade Port LLC from Omirico Limited, the sole shareholder of Primorsk Trade Port LLC, and
·; a bank debt financing to be obtained NCSP in order to fund a portion of the purchase price payable for acquisition of 100% of participation interest in Primorsk Trade Port LLC.
Only disinterested shareholders, who in total own 49.9% of the total number of NCSP's outstanding shares (9 610 572 780 out of 19 259 815 400) were entitled to vote on the EGM agenda. NOVOPORT HOLDING LTD, the owner of 50.1% NCSP's outstanding shares, was not entitled to vote being an interested party to the Transaction.
The number of votes cast on the meeting's agenda only item totaled 7 139 212 307 of PJSC NCSP voting shares, which represent 74.28% of the total number of NCSP outstanding shares entitled to vote on the EGM agenda. According to the Minutes of the EGM №34-OSA NMTP dated 17 December 2010, on the only item of the EGM agenda the shareholders cast 5 193 512 050 votes «FOR», 1 156 994 513 votes «AGAINST», 785 144 545 votes «ABSTAIN», and 3 561 199 votes were not accounted for due to the voting ballots being invalid.
Commenting on the EGM results CEO of PJSC NCSP Igor Vilinov said: «I am really pleased by the fact that 72.8% of all disinterested NCSP shareholders who voted at the EGM have cast their votes to approve the proposed acquisition of 100% of participation interest in Primorsk Trade Port LLC, partially funded by bank debt financing».
The following resolution was adopted by the shareholders by the majority of votes[i]:
To approve a major transaction (a series of interrelated transactions) to acquire 100% of participation interest in the charter capital of LLC Primorsk Trade Port funded through bank debt financing (the «Transaction»), the price (cash value) of which was determined by the Board of Directors of PJSC NCSP as $2 153 000 000, which exceeds 50% of the balance sheet asset value of the Company as of the most recent reporting date, which also constitutes an interested party transaction due to the interest of the Company's shareholder Novoport Holding Ltd, incorporated and existing under the laws of British Virgin Islands, holding more than 20% of the Company's voting shares, and governed by the following agreements:
a) Sale and Purchase Agreement to acquire 100% of participation interest in the charter capital of LLC Primorsk Trade Port between the Company as the Buyer and Omirico Limited, incorporated and existing under the laws of the Republic of Cyprus, as the Seller, and Kadina Limited, incorporated and existing under the laws of British Virgin Islands, as a party;
b) Loan Facility Agreement between PJSC NCSP as the Borrower and OAO Sberbank as the winner of the open tender to determine a financial organization to provide a loan facility in the amount not exceeding $1 950 000 000[ii].
To authorize the General Director of PJSC NCSP to perform all actions required to implement the sale and Purchase Agreement and the Loan Facility Agreement, on behalf of the Company, including:
a) determining and approving other terms of the Sale and Purchase Agreement and the Loan Facility Agreement and signing of the Sale and Purchase Agreement and the Loan Facility Agreement, including amendments, extensions, and supplements thereto, and any other documents related to the Sale and Purchase Agreement and the Loan Facility Agreement; and
b) any other actions required to implement the Transaction.
About NCSP Group
Novorossiysk Commercial Sea Port is the largest Russian port operator in terms of cargo turnover. Group's consolidated cargo turnover in 2009 totaled 86.5 million tons. Consolidated revenue to IFRS in 2009 totaled $675.1 million and net profit $252.2 million. 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 includes the following stevedore companies: PJSC NCSP, PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Shipyard, PJSC NCSP Fleet, OJSC Novoroslesexport, OJSC IPP, and Baltic Stevedoring Company Ltd.
For more information please contact: Tel.: +7 (495) 783-5434; IR@nmtp.info
[i] This press-release represents an abridged wording of the EGM resolution, full text of the resolution is attached hereto.[ii] Results of the open tender and principal terms of the loan facility agreement were published on NCSP website in the News section:
http://nmtp.info/en/holding/press-centre/news/news_detail.php?ID=5061
Appendix 1
Resolution of the Extraordinary General Meeting of Shareholders of PJSC NCSP
as of 16 December 2010
To approve a major transaction (a series of interrelated transactions) to acquire 100% of participation interest in the charter capital of LLC Primorsk Trade Port funded through bank debt financing (the «Transaction»), the price (cash value) of which exceeds 50% of the balance sheet asset value of the Company as of the most recent reporting date, which also constitutes an interested party transaction due to the interest of the Company’s shareholder Novoport Holding Ltd, incorporated and existing under the laws of British Virgin Islands, holding more than 20% of the Company’s voting shares, and governed by the following agreements:
a) Sale and Purchase Agreement to acquire 100% of participation interest in the charter capital of LLC Primorsk Trade Port between the Company as the Buyer and Omirico Limited, incorporated and existing under the laws of the Republic of Cyprus, as the Seller, and Kadina Limited, incorporated and existing under the laws of British Virgin Islands, as a party (the “Sale and Purchase Agreement”).
Parties and beneficiaries of the Sale and Purchase Agreement:
o Buyer – PJSC Novorossiysk Commercial Sea Port;
o Seller – Omirico Limited, organized and existing under the laws of the Republic of Cyprus;
o Party – Kadina Limited, organized and existing under the laws of British Virgin Islands.
Subject matter of the Sale and Purchase Agreement:
Acquisition by the Company of 100% participation interest in the charter capital of LLC Primorsk Trade Port on the terms and conditions set out below.
Principal Terms of the Sale and Purchase Agreement
o The Seller provides certain representations and warranties with respect to the assets, business operations, legal status and legal capacity of LLC Primorsk Trade Port and its rights to the 100% participation interest in the charter capital of LLC Primorsk Trade Port, as well as with respect to the Seller’s own legal capacity and other issues specified in the Sale and Purchase Agreement;
o The Buyer undertakes to pay the purchase price in the amount of the market value of 100% participation interest in the charter capital of LLC Primorsk Trade Port determined by the independent appraiser – CJSC Professional Appraisal Center (Report No. 49 of September 30, 2010) as two billion one hundred fifty-three million US Dollars (US $2,153,000,000), being the equivalent of the market value of the subject of appraisal in Russian Rubles calculated in accordance with the official exchange rate of the Bank of Russia as of the date of the appraisal, subject to the approval of this price by the federal executive authority as a recommended and fair price for this transaction in accordance with Article 77(3) of the Federal Law “On Joint Stock Companies”, and subject to maintaining financial results of LLC Primorsk Trade Port at a level no worse than that existing as of the date of appraisal, namely, with net debt at a level not exceeding 10,935,906,000 Russian Rubles;
o Kadina Limited, organized and existing under the laws of British Virgin Islands, agrees, on the terms and conditions set out in a separate share purchase agreement concluded by and between Kadina Limited, organized and existing under the laws of British Virgin Islands, and Omirico Limited, organized and existing under the laws of the Republic of Cyprus, to sell 100% of outstanding of Novoport Holding Ltd, organized and existing under the laws of British Virgin Islands, which owns 50.1% shares of the Company, to Omirico Limited, organized and existing under the laws of the Republic of Cyprus.
b) Loan Facility Agreement between the Company as the Borrower and OAO Sberbank or OAO Bank VTB or VTB Capital PLC or another credit organisation to be selected by the Company through an open tender to determine a financial organisation to provide a loan facility in the amount not exceeding 1 950 000 000 U.S. dollars (the “Loan Facility Agreement”) on the following material terms:
Parties and beneficiaries of the Loan Facility Agreement:
o PJSC Novorossiysk Commercial Sea Port
o OAO Sberbank or OAO Bank VTB or VTB Capital PLC or another credit organisation to be selected by the Company through an open tender to determine a financial organisation to provide a loan facility.
Subject matter of the Loan Facility Agreement:
o The principal amount shall be 1 950 000 000 (one billion nine hundred fifty thousand million) U.S. dollars;
o Purpose of the loan is to finance acquisition by the Company of 100% participation interest in the charter capital of LLC Primorsk Trade Port;
Principal Terms of the Loan Facility Agreement:
o The principal amount shall be repaid quarterly in equal installments. First payment is due no earlier that after 36 calendar months from the date of the Loan Facility Agreement. The loan shall be disbursed by a single payment within 30 days from the date of the Loan Facility Agreement;
o The term of the loan shall be 7 (seven) years from the date of the Loan Facility Agreement;
o The Loan Facility Agreement may specify both fixed and floating interest rate, provided that they are applied to different interest periods. Interest on the loan shall be accrued and paid for each interest period, which comprises 3 months, and shall equal to: a) 3-month LIBOR rate and an annual margin not exceeding 7% if a floating interest rate is applied; b) 9% annual interest if fixed rate is applied;
o Commission for the loan facility arrangement fee shall not exceed 0.6% from the principal amount, payable at the date of the loan disbursement;
o The Loan Facility Agreement may provide for a fee for early termination and other charges;
o Borrower’s obligations under the Loan Facility Agreement shall be secured by: a) pledge of the Company’s ordinary shares held by Novoport Holding Ltd representing 50.1% of the Company’s charter capital; and b) suretyship (guarantee) of LLC Primorsk Trade Port;
o Third parties may provide other security for the Borrower’s obligations under the Loan Facility Agreement;
o The Lender may assign and/or transfer its rights under the Loan Facility Agreement to third parties without limitation.
To authorise the General Director of the Company to perform all actions required to implement the sale and Purchase Agreement and the Loan Facility Agreement, on behalf of the Company, including:
a) determining and approving other terms of the Sale and Purchase Agreement and the Loan Facility Agreement and signing of the Sale and Purchase Agreement and the Loan Facility Agreement, including amendments, extensions, and supplements thereto, and any other documents related to the Sale and Purchase Agreement and the Loan Facility Agreement; and
b) any other actions required to implement the Transaction.
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