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Announcement of AGM/EGM

16th Mar 2015 07:00

RNS Number : 4921H
Global Ports Investments PLC
16 March 2015
 



 

 

For immediate release 16 March 2015

Global Ports Investments PLC

Announcement of AGM/EGM

Global Ports Investments PLC ("Global Ports" or the "Company", together with its subsidiaries and joint ventures, the "Group" or the "Global Ports Group"; LSE ticker: GLPR) today announces that at a meeting on March 13th, 2015, the Board of Directors of Global Ports called the Annual General Meeting of shareholders to be held at KIBC, Office 201, Profiti Ilia Str, 4, Germasogeia, CY-4046, Limassol, Cyprus on 29 April 2015 at 10-00am (Cyprus time), to consider and, if thought fit, pass resolutions 1 to 7, being items of ordinary business as follows:

1. To receive and consider and, if thought fit, adopt the statutory audited parent company and consolidated financial statements of the Company for the financial year ended 31 December 2014, together with the reports of the directors and independent auditors.

2. To re-appoint PricewaterhouseCoopers Limited as auditors of the Company, to hold office until the conclusion of the next general meeting at which the accounts will be laid before the Company and to authorise the Board of Directors to determine the remuneration of the auditors.

3. To re-elect Mr. Michalakis Christofides as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2018, without any remuneration.

4. To re-elect Mr. Vadim Kryukov as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2018, without any remuneration.

5. To increase the authorised share capital of the Company from $58.158.536,40 divided into 431.128.048 ordinary shares of $0,10 each and 150.457.316 ordinary non-voting shares of $0,10 each to $175.000.000 divided into 750.000.000 ordinary shares of $0,10 each and 1.000.000.000 ordinary non-voting shares of $0,10 each by the creation of an additional 318.871.952 ordinary shares of $0,10 each and 849.542.684 ordinary non-voting shares of $0,10 each (the "New Shares"), which will rank pari passu in all respects with the existing ordinary shares and ordinary non-voting shares, as the case may be, of the capital of the Company.

6. To disapply the pre-emption rights of the existing shareholders of the Company with regard to the New Shares or with regard to the issue of any equity securities including, without limitation, depositary receipts, warrants, convertible or other bonds or rights to subscribe for, or to convert securities into, ordinary shares in the Company (within the number of the New Shares) for the maximum period permitted by the Cyprus Companies Law, Cap. 113 (the "Law").

7. To authorise the directors of the Company in accordance with the provisions of section 62(2) of the Companies Law, Cap. 113 to exercise the power to allot the said additional 318.871.952 ordinary shares of $0,10 each and 849.542.684 ordinary non-voting shares of $0,10 each in the Company, or to grant rights to subscribe for or to convert any security into all or any of the said shares in the Company for a period of five years from the date of passing this resolution or unless renewed or otherwise resolved by the Company in general meeting.

In addition the company informs that the Extraordinary General Meeting of the Company for the holders of ordinary non-voting shares will be held at KIBC, Office 201, Profiti Ilia Str, 4, Germasogeia, CY-4046, Limassol, Cyprus on 29 April 2015 at 10-30am (Cyprus time) for the purpose of considering and, if thought fit, passing the following Resolutions each of which will be proposed to be passed in accordance with the provisions of section 59A of the Companies Law, CAP. 113 (as amended):

1. To increase the authorised share capital of the Company from $58.158.536,40 divided into 431.128.048 ordinary shares of $0,10 each and 150.457.316 ordinary non-voting shares of $0,10 each to $175.000.000 divided into 750.000.000 ordinary shares of $0,10 each and 1.000.000.000 ordinary non-voting shares of $0,10 each by the creation of an additional 318.871.952 ordinary shares of $0,10 each and 849.542.684 ordinary non-voting shares of $0,10 each (the "New Shares"), which will rank pari passu in all respects with the existing ordinary shares and ordinary non-voting shares, as the case may be, of the capital of the Company.

2. To disapply the pre-emption rights of the existing shareholders of the Company with regard to the New Shares or with regard to the issue of any equity securities including, without limitation, depositary receipts, warrants, convertible or other bonds or rights to subscribe for, or to convert securities into, ordinary shares in the Company (within the number of the New Shares) for the maximum period permitted by the Cyprus Companies Law, Cap. 113 (the "Law").

3. To authorise the directors of the Company in accordance with the provisions of section 62(2) of the Companies Law, Cap. 113 to exercise the power to allot the said additional 318.871.952 ordinary shares of $0,10 each and 849.542.684 ordinary non-voting shares of $0,10 each in the Company, or to grant rights to subscribe for or to convert any security into all or any of the said shares in the Company for a period of five years from the date of passing this resolution or unless renewed or otherwise resolved by the Company in general meeting.

 

Annex to the Announcement. Directors' repot.

REPORT OF THE BOARD OF DIRECTORS OF

GLOBAL PORTS INVESTMENTS PLC

(THE "COMPANY")

13 March 2015

The Company is proposing to put in place the option to raise funds through the issuance and allotment of up to additional 318.871.952 ordinary shares of the Company with a nominal value of US$0.10 each and 849.542.684 ordinary non-voting shares of the Company with a nominal value of US$0.10 each (the "Placing Shares"). Should an issuance and allotment proceed, the Placing Shares may be offered for cash consideration or for non-cash consideration by contribution of shares or other assets to the Company, and may be placed directly to investors and/or in the form of global depositary receipts listed on the London Stock Exchange (the "Placing"), in each case in accordance with the requirements of applicable law.

The Placing Shares will rank pari passu in all respects with the existing ordinary shares of the Company and ordinary non-voting shares of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issuance in respect of the ordinary share capital of the Company.

Should there be an issuance and allotment of the Placing Shares, it is expected to take place not later than 1 (one) year from the date of the annual general meeting of the holders of ordinary shares and the extraordinary general meeting of the holders of ordinary non-voting shares at which the resolutions authorizing the Placing Shares and the disapplication of pre-emption rights are approved, both of which are expected to take place on or about 29 April 2015, and any such issuance and allotment is expected to be used to fund the Company's investment programme, discharge the Group's debt and for general corporate and working capital purposes.

The proposal is to issue the Placing Shares on a non pre-emptive basis so as to enable the Company and the Board of directors to react quickly to potential business opportunities and to take advantage of market conditions to efficiently raise new capital.

The issue price of any Placing Shares issued for cash consideration may be determined following, inter alia, a bookbuilding exercise conducted by placement agents appointed by the Company or by reference to the trading price of the global depositary receipts of the Company on the London Stock Exchange, with due account of a number of factors, including market demand and the then prevailing market situation. The Board of directors considers such mechanism to be justified and consistent with market practice.

The Board of directors of the Company considers that putting in place the option for the transactions outlined above is in the best interests of the shareholders as a whole and unanimously recommend that the shareholders vote in favour of the resolutions to increase the authorized share capital of the Company and to disapply the pre-emption rights relating to the issuance of such shares at the annual general meeting of the holders of ordinary shares scheduled for 29 April 2015 and the extraordinary general meeting of the holders of ordinary non-voting shares scheduled for 29 April 2015.

 

ENQUIRIES

Global Ports Investor Relations

Mikhail Grigoriev

+357 25 313 475

Email: [email protected]

Global Ports Media Relations

Anna Vostrukhova

+357 25 313 475

E-mail: [email protected]

StockWell Communications

Laura Gilbert/ Zoe Watt

+44 20 7240 2486

E-mail: [email protected].

NOTES TO EDITORS

Global Ports

Global Ports Investments PLC is the leading operator of container terminals in the Russian market.

Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign trade cargo flows. Global Ports operates five container terminals in Russia (Petrolesport, First Container Terminal, Ust-Luga Container Terminal[1] and Moby Dik[2] in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland[3] (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports also owns inland container terminals Yanino Logistics Park[4] and Logistika-Terminal, both located in the vicinity of St. Petersburg, and has a 50% stake in the major oil products terminal AS Vopak E.O.S. in Estonia[5].

Global Ports' consolidated revenue for 2014 was USD 562.4 million, Adjusted EBITDA of USD 375.9 million. The total marine container throughput was 2,655 thousand TEU in 2014.

Global Ports' major shareholders are Transportation Investments Holding Limited (operating under the brand name of N-Trans), one of the largest private transportation and infrastructure groups in Russia (30.75%), and APM Terminals B.V. (30.75%), whose core expertise is the design, construction, management and operation of ports, terminals and inland services. APM Terminals operates a global terminal network of 64 ports and 140 inland services facilities, giving the company a global presence in 67 countries. 20.5% of Global Ports shares are traded in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR).

For more information please see: www.globalports.com

LEGAL DISCLAIMER

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of Global Ports. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. Global Ports wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Global Ports does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Global Ports, including, among others, general political and economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries Global Ports operates in, as well as many other risks related to Global Ports and its operations.


[1] In which Eurogate currently has a 20% effective ownership interest. 

[2] In which Container Finance currently has a 25% effective ownership interest. 

[3] In each of which Container Finance currently has a 25% effective ownership interest. 

[4] In which Container Finance currently has a 25% effective ownership interest. 

[5] In which Royal Vopak currently has a 50% effective ownership interest. 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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