Global Ports Investments PLC has announced that it intends to request the Financial Conduct Authority 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 (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 Group said in a statement.
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) 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 in Limassol, Cyprus on 2 March 2023, consider and vote on a resolution to approve the redomiciliation 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,” Global Ports said.
“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 said.
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.
In light of Global Ports’ announcement of its intention to change its place of incorporation from the Republic of Cyprus to the Russian Federation, and to seek termination of its listing on the London Stock Exchange and the JP Morgan Depositary Bank’s Global Depositary Receipt (GDR) program, Delo Group, the majority stock holder of Global Ports, has declared its willingness to contemplate acquiring an additional restricted stake in the Company, should there be interest expressed by current GDR holders. As a result, shareholders who do not concur with Global Ports’ plans will have an option to divest from its share capital, Delo said in a statement.
Delo Group now holds a 61.5% share in Global Ports. Delo acquired 30.75% in Global Ports from Transportation Investments Holding Limited (TIHL) in 2017. Last year, Delo increased its share in Global Ports to 61.5% acquiring 30.75% from APM Terminals as the latter was exiting its business in Russia. Minority shares in Global Ports belong to Ilibrinio Establishment Limited and Polozio Enterprises Limited, each of them holding 9%, and 20.5% is free float at London Stock Exchange.
Photo: Global Ports