Notification of New Class of Shares Creation Proposal
Global Ports Investments PLC (’Global Ports’, and together with its subsidiaries and joint ventures, ’the Group’ or ’Company’), (LSE ticker: GLPR) announces that in connection with the announcement that APM Terminals B.V. (APM Terminals’), a global port, terminal and inland services operator, is becoming a major shareholder of Global Ports and a strategic partner of Transportation Investments Holdings Limited (’TIHL’), a Conversion Offer Letter (’the Letter’) is being distributed among all Company shareholders.
According to the Letter it is proposed that the Company shall create a new class of shares and convert part of its issued ordinary shares of $0.10 each into ordinary non-voting shares of $0.10 each.
The ordinary shares and the ordinary non-voting shares shall rank pari passu in all respects save that, the ordinary non-voting shares shall not have the right to receive notice, attend or vote at any general meeting, nor shall they be taken into account for the purpose of determining the quorum of any general meeting.
The ordinary non-voting shares shall, upon transfer by a holder of such ordinary non-voting shares to a person, be automatically converted into ordinary shares. However, the transferee may serve a prior written notice to the directors that it wants to be entered on the register of members as a holder of ordinary non-voting shares, in which case the transferred shares shall continue to constitute ordinary non-voting shares.
A holder of ordinary non-voting shares may convert them into ordinary voting shares by written notice to the directors.
The articles of association of the Company shall be amended to reflect the division of the share capital of the Company into ordinary shares and ordinary non-voting shares and the conversion and transfer provisions of the ordinary shares and the ordinary non-voting shares.
A copy of the proposed new articles of association of the Company is available at the Company’s website with a comparison showing the changes against the Company’s current articles of association.
Each shareholder must inform the board of directors of the Company by 17 September 2012
The board of directors of the Company, at a board meeting scheduled to be held on 18 September 2012, will consider the results of this offer and, if considered appropriate, proceed to call an EGM (either at that board meeting or a subsequent board meeting).
At the EGM, all members will have the opportunity to vote on a special resolution to approve reclassifying a number of the issued ordinary shares into ordinary non-voting shares, and a special resolution to amend the articles of association of the Company to create the new class of ordinary non-voting shares.
Draft of revised Articles of Association (205KB PDF)
Comparison showing the changes against the Company’s current articles of association (209KB PDF)