For immediate release 10 February 2023
Global Ports Investments PLC
Global Ports announces intention to delist GDRs and terminate GDR program
Global Ports Investments PLC (the "Company" and together with its subsidiaries, the "Group") hereby announces that it intends to request the Financial Conduct Authority (the "FCA") to cancel the standard listing of the Company's global depositary receipts (Regulation S GDRs ISIN US37951Q2021; Rule 144A GDRs ISIN US37951Q1031) (the "GDRs") on the FCA's Official List, and to request the London Stock Exchange (the "LSE") to cancel the admission of the GDRs to trading on the LSE's main market for listed securities with effect from 8:00 a.m. (London time) on 10 April 2023 (the "Delisting"). The Company also intends to deliver a notice to JPMorgan Chase Bank, N.A., as depositary for its GDR program (the "Depositary") in order to terminate the GDR deposit agreement dated 28 June 2011 between the Company and the Depositary (as amended) (the "GDR Deposit Agreement") on 10 April 2023 (the "Termination"). Capitalised terms used but not defined herein shall have the meaning given to them in the GDR Deposit Agreement.
The shareholders of the Company will, at the Extraordinary General Meeting of the Company to be held at Omirou, 20, Agios Nikolaos, 3095, Limassol, Cyprus on 2 March 2023 at 8 am (Cyprus time), consider and vote on a resolution to approve the redomicilation of the Company from Cyprus to Russia by way of continuation as a body corporate under the laws of the Russian Federation (the "Continuation"). As the majority of the Group's terminals and all of its cash generating operations are located in Russia, the Company considers that the Continuation would simplify its management structure and cash flow management.
If the Continuation is approved, the Company will become a Russian company and, in such event, would be required to terminate its GDR program in order to ensure compliance with applicable provisions of Russian legislation which prohibit the circulation of depositary receipts representing shares of Russian companies outside Russia and require the termination of existing depositary receipt programs. Accordingly, the Company intends to implement the Termination and the Delisting.
Prior to the Termination, Holders may cancel their GDRs and, subject to the payment of surrender fees and otherwise in accordance with the GDR Deposit Agreement, receive the relevant number of Shares represented by the GDRs they hold. If any GDRs remain outstanding after the Termination, the Depositary will (i) cancel all outstanding GDRs, (ii) instruct the Custodian to deliver all Deposited Property to the Company, and (iii) provide the Company with a copy of the Register reflecting the owners of the GDRs as known by the Depositary, whereupon the Company shall, as soon as reasonably practicable, deliver appropriate documentation to each person reflected on the Register, evidencing the transfer to such person of the Deposited Property previously represented by the GDRs reflected on such Register. After the Termination, the Depositary will not perform any further acts under the GDR Deposit Agreement except as described above, and, for the avoidance of doubt, no deposits of Shares into the GDR program will be accepted.
ENQUIRIES
Global Ports Investor Relations +7 (812) 677 15 57 +7 916 991 73 96 E-mail: ir@globalports.com | Global Ports Media Relations +7 (812) 677 15 57 ext. 2889 +7 921 963 54 27 E-mail: media@globalports.com |
NOTES TO EDITORS
Global Ports Investments PLC is the leading operator of container terminals in the Russian market in terms of capacity and container throughput.[1]
Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign Russian trade and transit cargo flows. Global Ports operates five container terminals in Russia (Petrolesport, First Container Terminal, Ust-Luga Container Terminal[2] and Moby Dik in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland[3] (Multi-Link Terminals in Helsinki and Kotka). Global Ports also owns inland container terminal Yanino Logistics Park located in the vicinity of St. Petersburg.
Global Ports' revenue for the first half of 2022 was USD 271.6 million and Adjusted EBITDA was USD 145.6 million. Consolidated Marine Container Throughput was 611 thousand TEUs in the first half of 2022.
Global Ports' major shareholder is Delo Group, the largest intermodal container and port operator in Russia[4] (61.5%). 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. Any forward-looking statement is based on information available to Global Ports as of the date of the statement and, other than in accordance with its legal or regulatory obligations, Global Ports does not intend or undertake to update or revise these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements involve known and unknown risks and Global Ports wishes to caution you that these statements are only predictions and that actual events or results may differ materially from what is expressed or implied by these statements. 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. All written or oral forward-looking statements attributable to Global Ports are qualified by this caution.
[1] Company estimates based on FY 2022 throughput and the information published by the "ASOP".
[2] In which Eurogate currently has a 20% effective ownership interest.
[3] Joint ventures in each of which CMA Terminals currently has a 50% effective ownership interest.
[4] According to publicly available data at www.delo-group.com.
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