Last checked at 29 Sep 2016 07:55
Statement
On Suspension of Dividend Payment
29.09.2016
NCSP Group (LSE: NCSP, MOEX: NMTP) hereby announces that in order to minimize possible risks and ensure strict compliance with the legislation of the Russian Federation the management of PJSC NCSP has decided to suspend the payment of interim dividend for the six months of 2016 until the circumstances preventing PJSC NCSP from timely payment of dividend are removed.
Dividends to the nominee holders identified in the register of shareholders were due on September 28, 2016, as approved by the general meeting of shareholders. Dividends to other shareholders on the register are due by October 18, 2016.
According to Article 43 of the Federal law On Shareholding Companies №208-FZ dated 26.12.1995, «an entity is prohibited from paying the declared dividend on shares, if on the day of payment such entity meets the criteria of insolvency (bankruptcy) as defined by the law of the Russian Federation, or if the entity shall meet these criteria as a result of the payment of dividend».
The total amount of the interim dividend paid out and declared in 2016 and the amount payable to shareholders as a result of mandatory shares buyout exceed the current covenant on payments to shareholders as established in the loan agreement between PJSC NCSP and VTB Bank.
Hence the payment of the declared interim dividend for six months of 2016 will constitute a formal breach of PJSC NCSP's obligations under the loan agreement, which enables the creditor to request a prepayment of the loan and accrued interest.
The management of PJSC NCSP believes, that if the creditor shall request the prepayment of the loan, the borrower may not be able to satisfy it, which must be treated as risk of PJSC NCSP falling under the criteria of insolvency.
PJSC NCSP and VTB Bank are currently in the process of approval of the addendum to the loan agreement to amend this covenant. The parties are making best efforts to sign this agreement in the nearest future.
The dividend shall be paid after the signature of the agreement. PJSC NCSP possesses the funds to pay dividend in full. PJSC NCSP expects to pay the dividend to all shareholders by October 18, 2016.
About NCSP Group
NCSP Group is the largest port operator in Russia and the third largest in Europe by cargo turnover in 2015. NCSP Group is traded on Moscow Exchange (NMTP) and London Stock Exchange as GDRs (NCSP). NCSP Group volumes in 2015 totaled 139.7 million tons. Consolidated revenue to IFRS in 2015 totaled $877 million and EBITDA $657 million. NCSP Group consists of: PJSC Novorossiysk Commercial Sea Port, LLC Primorsk Trade Port, JSC Novorossiysk Grain Terminal, OJSC Novorossiysk Ship Repair Yard, JSC NCSP Fleet, JSC NLE, OJSC IPP, Baltic Stevedore Company LLC, and JSC SFP.
Contacts
Kristina Senko, Public Relations: KSenko@ncsp.com
Mikhail Shchur, Investor Relations: MShchur@ncsp.com