The shareholders of Global Ports Investments PLC will, at the Extraordinary General Meeting of the Company to be held at Limassol, Cyprus on 2 March 2023 at 8 am, 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 Company says in its press release.
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.
Global Ports Investments PLC has announced its intension to request the Financial Conduct Authority to cancel the standard listing of the Company’s global depositary receipts on the FCA’s Official List, and to request the London Stock Exchange 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. on 10 April 2023.
The Company also intends to deliver a notice to JPMorgan Chase Bank, N.A., as depositary for its GDR program in order to terminate the GDR deposit agreement dated 28 June 2011 between the Company and the Depositary on 10 April 2023. Capitalised terms used but not defined herein shall have the meaning given to them in the GDR Deposit Agreement.
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. 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.
Global Ports Investments PLC is the leading operator of container terminals in the Russian market by capacity and container throughput. 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 and Moby Dik in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland (Multi- Link Terminals in Helsinki and Kotka). Global Ports also owns an inland container terminal Yanino Logistics Park located in the vicinity of St Petersburg.
Global Ports’ major shareholder is Delo Group, one of the largest private transportation and logistics holdings in Russia (61.5%). 20.5% of Global Ports shares are traded in the form of global depositary receipts.