19th Sep 2012 07:00
For immediate release 19 September 2012
Global Ports Investments PLC
Announcement of EGM
Global Ports Investments PLC ("Global Ports", and together with its subsidiaries and joint ventures, "the Group"), (LSE ticker: GLPR) today announces that at a meeting on September 18th, 2012, the Board of Directors of Global Ports called an Extraordinary General Meeting of shareholders to be held at 6 Karaiskakis Street, City House, P.C. 3032 Limassol, Cyprus on 16 October, 2012, at 12-00pm Cyprus time for the purpose of considering and, if thought fit, passing the following Resolutions of which Resolutions (a) - (c) (inclusive) will be proposed as Special Resolutions and Resolution (d) will be proposed as an Ordinary Resolution.
Special Resolutions
THAT:
(a) the authorized share capital of the Company be and is hereby reclassified from 530,000,000 ordinary shares of $0.10 each into 353,750,000 ordinary shares of $0.10 each and 176,250,000 ordinary non-voting shares of $0.10 each;
(b) 176,250,000 ordinary shares of $0.10 each in the Company held by Transportation Investments Holding Limited, Cyprus be and are hereby converted into 176,250,000 ordinary non-voting shares of $0.10 each;
(c) the Articles of association of the Company be and are hereby replaced with the amended Articles of association attached to this resolution; and
Ordinary Resolution
THAT:
(d) the Terms of reference of the Board of directors of the Company be and are hereby replaced with the amended Terms of reference attached to this resolution with effect from the date of the completion of the sale (announced through RIS (RIS id 8512L07) on 10 September 2012) by Transportation Investments Holding Limited of shares constituting approximately 37.5% of the ordinary issued share capital (approximately half of which comprises ordinary non-voting shares) of the Company to APM Terminals B.V.
A copy of the proposed new articles of association of the Company and proposed revised Board Terms of reference are attached to this announcement and are available at the Company's website with a comparison showing the changes against the Company's current articles of association and Board Terms of reference.
NOTES
1. Every holder of the Company's ordinary shares entitled to attend and vote at the above mentioned extraordinary general meeting is entitled to appoint a proxy to attend and vote on his/her behalf. Such proxy need not be a member of the Company. To be valid, the relevant instrument appointing a proxy must be in the form attached to this notice of the extraordinary general meeting and if applicable the power of attorney or other authority if any under which it is signed or a notarially certified copy of that power or authority shall be delivered at the registered office of the Company, at Omirou 20, Agios Nikolaos, 3095 Limassol, Cyprus, not later than 48 hours before the time for holding the extraordinary general meeting.
2. Holders of global depositary receipts ("GDRs") will receive a written request containing voting instructions by which he/she may give instructions to the Depositary to vote for or against each resolution. Such request will include details as to the steps GDR holders need to take in order to give such instructions.
3. This notice of extraordinary general meeting, attached form of proxy and a copy of the proposed new articles of association of the Company and proposed revised Board Terms of reference with a comparison showing the changes against the Company's current articles of association and Board Terms of reference are available for viewing at the registered office of the Company, at Omirou 20, Agios Nikolaos, 3095 Limassol, Cyprus, and will shortly be available at the National Storage Mechanism of the UK Listing Authority, located at http://www.hemscott.com/nsm.do.
Please follow the links below for the related documents:
http://www.rns-pdf.londonstockexchange.com/rns/5813M_-2012-9-18.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5813M_1-2012-9-18.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5813M_2-2012-9-18.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5813M_3-2012-9-18.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5813M_4-2012-9-18.pdf
ENQUIRIES
Global Ports Investor Relations
Mikhail Grigoriev
+357 25 503 163
Email: [email protected]
Global Ports Media Relations
Anna Vostrukhova
+357 25 503 163
E-mail: [email protected]
Holloway & Associates
Laura Gilbert/ Zoe Watt
+44 20 7240 2486
NOTES TO EDITORS
Global Ports Investments PLC is the leading operator of container terminals in the Russian market. Global Ports accounts for 30% of the total container volumes in the Russian ports and 23% of the total exports of fuel oil from the former Soviet Union countries. Global Ports is part of N-Trans group, one of the largest private transportation and infrastructure operators in Russia. Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign trade cargo flows. Global Ports operates three container terminals in Russia (Petrolesport and Moby Dik in St. Petersburg, Vostochnaya Stevedoring Company in the Vostochny Port) and two container terminals in Finland (Multi-Link Helsinki and Multi-Link Kotka). Global Ports also includes Yanino Logistics Park located in the vicinity of St. Petersburg and a major oil terminal Vopak E.O.S. in Estonia.
Global Ports' consolidated revenue for the six months ended 30 June 2012 was USD 255.7 million. Adjusted EBITDA for the year six months ended 30 June 2012 was USD 145 million.
The Group's Russian Ports segment handled a total container throughput of approximately 709 thousand TEUs in the first half of 2012 (excluding Yanino).
In June 2011 Global Ports listed its GDRs 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 the Company. 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. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company 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 the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.
Related Shares:
GLPR.L