Global Ports Investments PLC today announces that it has entered into binding arrangements to acquire 100% of the share capital of NCC Group Limited (together with its subsidiaries the “NCC Group”), for a cash consideration of USD 291.0 million and new shares representing approximately 18% of the enlarged share capital of Global Ports to be issued to Ilibrinio Establishment Limited and Polozio Enterprises Limited (the “Sellers”) in equal proportions (the “Transaction”).
"The acquisition of NCC Group, the second largest container terminals operator in Russia strengthens Global Ports’ leading position in the growing Russian container market and provides potential for greater operational efficiency through improved terminal network management and a reduction in overhead costs as well as the centralisation of support functions. In addition, the enlarged group will have approximately 1.12 million TEU of available capacity enabling it to accommodate throughput growth while reducing the Group’s CAPEX outlays for the next few years. The combination of NCC Group and Global Ports will enable shipping line customers to benefit from network savings through improved call rationalization, improved berth utilisation and enhanced productivity", Global Ports announced in its press release.
The Transaction also includes a call option for Global Ports to acquire 50% of the Ilyichevsk Container Terminal (“CTI”) for the strike price of USD 60 million from NCC Group's current shareholders. The term of the call option is three years following the closing of the Transaction.
CTI, which is located on the Black Sea, has a market share of the Ukrainian container handling market of approximately 30%. As part of the Transaction at closing, the Sellers will transfer loans provided to their related parties by NCC Group to Global Ports in the amount of USD 568.2 million and the interest accrued for the period from 31 December 2012 until the closing. Further USD 155 million of loans outstanding from the related parties of the Sellers as of 31 December 2012 together with USD 17 million of further loans advanced during 2013 and all accrued interest thereto are to be set off against non cash dividends to be declared by NCC Group.
The Sellers are expected to receive two seats (one each) on the Board of Directors without any special voting or veto rights.
