The extraordinary general meeting of PJSC NCSP shareholders, conducted on 26 July 2016 by correspondence voting, has approved a material transaction, which is also a related party transaction, in the form of the loan agreement between VTB Bank, and other creditors, as the organizer, agent, and initial creditors (Creditors), and PJSC NCSP as the borrower, on terms set out below.
According to the Company’s press release, the loan agreement was classified as a related-party transaction due to the fact, that the Federal Agency for State Property Management, representing the Russian Federation, and its affiliated entities, jointly own more than 20% of voting shares both of the borrower and the lender.
The shareholders who did not participate in the meeting or voted «against» the transaction may exercise the right to request PJSC NCSP to buy back a part or all of its shares, owned by them, in compliance with Article 75 of the Federal Law on Shareholding Companies;
The record date for shareholders eligible to participate in the buyback is 26 July 2016.
Terms of the loan agreement
|
Loan amount: |
$ 1 500 000 000. |
|
Purpose |
Refinancing of Sberbank loan and financing of NCSP’s general business in the maximum amount of $200 000 000. |
|
Interest rate: |
LIBOR 3M +3.99%, interest payable on quarterly basis. |
|
Organization fee: |
Maximum of 0.62% of the amount of the loan, including UCL. |
|
Agent fee: |
Maximum of $5000 per year. |
|
Loan duration: |
Up to 84 months from the date of the loan agreement |
|
Repayment |
By periodic installments during the term of the loan, each not exceeding $100 000 000, remaining amount payable on the last day of the term of the loan. |
|
Prepayment |
Prepayment of the loan prohibited during the first 24 months from the date of loan issuance, unless otherwise agreed; prepayment allowed after that period, and prepayment fee shall not exceed 1.5% of the prepayment amount. |
|
Penalties: |
The penalty fee for overdue principal amounts under the Loan agreement (including UCL as defined below) shall constitute up to 1/365(366) of the interest rate under the Loan agreement, of the overdue amount per every day of delay; The penalty for overdue interest, commissions, and other payments (except principal debt), under the Loan agreement (including UCL as defined below) shall constitute up to 2/365(366) of the interest rate under the Loan agreement, of the overdue amount per every day of delay. |
|
The Loan agreement shall provide for the uncommitted credit line (UCL) on the following terms: |
|
|
UCL amount: |
$ 600 000 000 |
|
UCL duration: |
84 months. |
|
Tranche duration: |
Not exceeding the UCL duration. |
|
UCL interest rate: |
Maximum of LIBOR 3M +4.4%. Terms of each tranche (amount, duration, interest and commissions) to be defined at the time of the drawdown by agreement between PJSC NCSP and the Creditors. |
|
Guarantees issued by Primorsk Trade Port LLC and SoyuzFlotPort JSC, and an indemnity issued by Novoport Holding Ltd shall be the security under the loan agreement, among other. |
|
NCSP Group is the largest port operator in Russia and the third largest in Europe, in terms of cargo turnover in 2015. NCSP shares are traded on Russia's Moscow Exchange (ticker: NMTP) and on the London Stock Exchange in the form of GDRs (ticker: NCSP). NCSP Group cargo turnover in 2015 totalled 139.7 million tonnes. Consolidated revenue to IFRS in 2015 totalled USD 877 million, and EBITDA was USD 657 million. NCSP Group consolidates the following companies: 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.