PJSC Novorossiysk Commercial Sea Port (NCSP) has announced the company’s Extraordinary General Meeting (EGM) to be held on Nov. 8th, 2010. Voting ballots are due by Dec. 16th, 2010, the Company’s press release said.
The NCSP’s EGM of shareholders will be held in the form of absentee voting to consider the acquisition of 100% participation interest in Primorsk Trade Port LLC at the purchase price of $ 2 153 000 000, subject to subsequent approval of this purchase price by the competent federal regulatory authority, and the related bank debt financing in the amount not exceeding $ 1 950 000 000.
The EGM agenda includes approval of the «major transaction» (a series of interrelated transactions) to acquire 100% of participation interest in PTP funded, inter alia, through bank debt financing («Transaction»), the price (cash value) of which exceeds 50% of the balance sheet asset value of NCSP, calculated on the basis of NCSP’s RAS financial statements as of the most recent reporting date. The Transaction also constitutes an «interested party transaction» due to the interest of NCSP shareholder NOVOPORT HOLDING LTD, incorporated and existing under the laws of British Virgin Islands, holding more than 20% of NCSP voting shares, and governed by the following agreements: a) The sale and purchase agreement to acquire 100% of participation interest in PTP between NCSP as the buyer and OMIRICO LIMITED, incorporated and existing under the laws of Cyprus, as the seller, and KADINA LIMITED, incorporated and existing under the law of British Virgin Islands, as a party; b) Loan facility agreement between NCSP as the borrower and OAO Sberbank or OAO Bank VTB or VTB Capital PLC or another credit institution to be selected by NCSP through an open tender to determine a financial institution to arrange a loan facility in the amount not exceeding $1 950 000 000.
Novorossiysk Commercial Sea Port Group is the largest Russian port operator. The NCSP Group's shares are listed on the Russ. RTS and MICEX (ticker NMTP), on the London Stock Exchange (in the form of GDR, ticker: NCSP). In 2009 the NCSP Group’s throughput amounted to 86.5 million tons. Consolidated revenues of the Group (IFRS) for 2009 totaled $675.1 million, net income - $252,2 million.
The NCSP Group incorporates the following stevedore companies: PJSC Novorossiysk Commercial Sea Port, PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Ship Repair Yard, PJSC NCSP Fleet, OJSC Novoroslesexport, OJSC IPP, and Baltic Stevedoring Company Ltd.