Global Ports to hold meeting for 6½% noteholders on Sept. 19

By Marisa Wong

Los Angeles, Aug. 30 – Global Ports (Finance) plc gave notice that a meeting for holders of its 6½% guaranteed notes due 2023 (ISIN: XS1405775450) will be held at 11 a.m. ET on Sept. 19 via teleconference.

Global Ports started a consent solicitation for the notes, guaranteed by Global Ports Investments plc, First Terminal Container Inc., JSC and Vostochnaya Stevedoring LLC, on Aug. 26, as previously reported.

At the meeting, holders will vote on extraordinary resolutions to amend the notes. The extraordinary resolutions will be presented in two parts: the first extraordinary resolution relates to the resignation and appointment of the trustee, and the second extraordinary resolution relates to amendments effecting, among other things, new payment mechanics.

The quorum required at the meeting will be at least two voters representing (i) with respect to the resignation and appointment extraordinary resolution, more than half of the aggregate principal amount of the outstanding notes; and (ii) with respect to the amendments extraordinary resolution, not less than three quarters of the aggregate principal amount of the outstanding notes.

If the meeting is adjourned due to lack of a quorum, the quorum required at the adjourned meeting will be two or more voters representing (i) with respect to the resignation and appointment extraordinary resolution, the fraction of the aggregate principal amount of the outstanding notes represented by the voters actually present at the meeting and (ii) with respect to the amendments extraordinary resolution, not less than one quarter of the aggregate principal amount of the outstanding notes.

To pass, the extraordinary resolutions must be passed at the meeting by a majority of at least three quarters of the votes cast.

Of the original $350 million principal amount, $297,975,000 is outstanding.

Valid voting instructions are due by Sept. 12.

The information and tabulation agent is i2 Capital Markets Ltd. (globalports@i2capmark.com).

Full copies of the consent solicitation, including other parts of this particular consent solicitation, can be found at https://www.i2capmark.com/event-details/ 75/Holder/global-ports-%28finance%29-plc.

Background

In light of international sanctions, first from the United States, the European Union and the United Kingdom, and then restrictions later introduced by Russia, Global Ports is soliciting consents to ensure equal treatment of all noteholders to receive punctual coupon and/or principal payments.

The company seeks to replace the original trustee with i2 Capital Trust Corp. Ltd. as BNY Mellon Corporate Trustee Services Ltd. is no longer able to act as trustee pursuant to the trust deed.

Additionally, should a new trustee be needed in the future, the issuer wishes to modify the substitution provisions, if needed, for the appointment of a new trustee should there be further sanctions. The amendment would allow for the appointment of a new trustee by way of written resolution from holders representing at least 25% of the notes outstanding.

The amendments introduce new payment mechanics, including alternative currency and an alternative payment option.

In light of the uncertainty around processing cross-border payments, Global Ports also wishes to double the grace period timeline.

Global Ports is the leading operator of container terminals in the Russian market by capacity and container throughput.

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