Global Ports Investments PLC (Global Ports or the Company, together with its subsidiaries and joint ventures, the Group; LSE ticker: GLPR) announces that the Group has today completed the acquisition of 100% of the share capital of NCC Group Limited (together with its subsidiaries, NCC Group), in a transaction which was announced on 2 September 2013 (the Transaction).
The acquisition of NCC Group, the second largest container terminals operator in Russia1, strengthens Global Ports leading position in the growing Russian container market. The enlarged Global Ports (Enlarged Group) will operate nine container terminals2, with a total marine container handling capacity of approximately 4 million TEUs (as of 30 June 2013), located in both the Baltic Sea and Far East Basins which are key gateways for Russian container cargo. The Enlarged Group is now the largest container terminal operator in Eastern Europe and one of the top-20 container operators globally3.
The Transaction provides potential for greater operational efficiency through improved terminal network management. The combination of NCC Group and Global Ports will enable shipping line customers to benefit from network savings through improved call rationalisation, better berth utilisation and enhanced productivity. The Transaction creates a basis for the Enlarged Group to reduce overhead costs as well as to centralise support functions. The Enlarged Group will have approximately 1.12 million4 TEUs of available capacity enabling it to accommodate future throughput growth while reducing the Groups capital expenditure.
Global Ports has elaborated a detailed plan for the integration of NCC Group based on applying best practices and leveraging the wealth of expertise and experience of both businesses. The Group’s management believes that the integration of NCC Group into Global Ports operations will be smooth and will enable the combined business to offer added value to the Groups customers.
Of the cash consideration of USD 291 million agreed at signing, the Group paid USD 229 million on completion of the acquisition. Payment of the remaining USD 62 million will be subject to, and to the extent that, Ilibrinio Establishment Limited and Polozio Enterprises Limited, the former owners of NCC Group (the Sellers) have procured no later than 1 January 2015 that the Eurogate loans to ULCT are converted into new ULCT shares issued to Eurogate5.
To finance the acquisition, the Group has raised USD 238 million under a secured term loan agreement. In addition, the terms for some of NCC Group’s existing debt portfolio have been renegotiated. As a result, the average interest rate of NCC Groups loan portfolio is expected to decrease creating synergies shortly after acquisition.
On completion of the Transaction on 27 December 2013 the Companys share capital was increased to 573,170,731 shares through an issue of additional 103,170,730 shares6 to the Sellers. The post-Transaction shareholder structure of the enlarged Global Ports is now as follows:
- N-Trans: 30.75%;
- APM Terminals: 30.75%;
- Free float: 20.5%;
- Ilibrinio Establishment Limited: 9%;
- Polozio Enterprises Limited: 9%.
In accordance with the Listing Rules, following completion of the Transaction, the Companys global depositary receipts (GDRs) in issue will be cancelled from the Official List and from admission to trading on the London Stock Exchange. Applications have been made to the UK Listing Authority and the London Stock Exchange for the readmission to listing on the standard segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange of up to 191,056,910 GDRs upon the cancellation of the current listing (together, Readmission). The Company expects that the cancellation and Readmission will occur nearly simultaneously at approximately 8:00 am on 30 December 2013.
Nikita Mishin, Chairman of Global Ports, commented:
We are delighted to have completed such an important transaction, one that is an historic step for Global Ports, and which moves the Group into the big league of major global container terminal operators. Our combined group will hold an enviable position in the high-growth Russian container market and will have an unrivalled ability to provide the best quality of service to our customers. Over the next 12 months we will focus both on integrating NCC into our Group in order to realise the synergy potential of the Transaction as well as on the swift deleveraging of our balance sheet.
Global Ports Investor Relations Mikhail Grigoriev
+357 25 503 163
Global Ports Media Relations Anna Vostrukhova
+357 25 503 163
Laura Gilbert/ Zoe Watt
+44 20 7240 2486
NOTES TO EDITORS
Global Ports Investments PLC is the leading operator of container terminals in the Russian market.
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 St. Petersburg and Ust-Luga port cluster, Vostochnaya Stevedoring Company in the Vostochny Port) and two container terminals in Finland (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports Group also owns 75% in Yanino Logistics Park and 100% of inland Logistika-Terminal, both located in the vicinity of St. Petersburg, and a 50% share in the major oil product terminal, AS Vopak E.O.S., in Estonia.
Excluding NCC Group, Global Ports consolidated revenue7 for the first six months of 2013 was USD 249.1 million. Adjusted EBITDA8 for the first six months of 2013 was USD 137.7 million. The Russian Ports segment had a total container throughput of approximately 707 thousand TEUs in the first six months of 2013 (excluding Yanino).
Immediately following completion of the Transaction, Global Ports major shareholders are Transportation Investments Holding Limited (operating under the brand name of N-Trans), one of the largest private transportation and infrastructure groups in Russia (30.75%), and APM Terminals B.V., whose core expertise is the design, construction, management and operation of ports, terminals and inland services with a global terminal network of 64 operating port facilities and 165 Inland Services operations, giving APM Terminals a global presence in 68 countries (30.75%). 20.5% of Global Ports shares are in public hands and held in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR). Each of Ilibrinio Establishment Limited and Polozio Enterprises Limited (former owners of NCC Group) own 9% of the share capital of Global Ports.
For more information please see: www.globalports.com
NCC Group Limited was founded in 2002 and, together with its subsidiaries, was the second largest container terminal operator in Russia, by gross container throughput in 2012, according to ASOP. Its key assets include 100% of the First Container Terminal in St. Petersburg, 80% of the recently launched Ust-Luga Container Terminal in the port of Ust-Luga and 100% of Logistika-Terminal (LT), an inland container terminal close to St. Petersburg. NCC Groups container terminal operations are located on the Baltic Sea, one of the key gateways for Russian container cargo. NCC Groups marine terminals had an annual container handling capacity of approximately 1.69 million TEUs and have the potential to be expanded to accommodate increases in demand for container handling services in the Baltic region of Russia. The annual capacity of NCC Groups inland container facility, LT, currently amounts to 200 thousand TEUs.
NCC Groups marine container terminals had a total container throughput of approximately 1,069 thousand TEUs in 2012. In the first six months of 2013, NCC Groups marine terminals handled approximately 561 thousand TEUs, which represented growth of approximately 6.5% compared to the first six months of 2012.
In the first six months of 2013, NCC Groups consolidated revenue and Adjusted EBITDA9 were USD 131,801 thousand and USD 84,749 thousand, respectively.
Source: Global Ports press release
Source: Global Ports press release