Dentons is advising the shareholders of NCC Group Limited, a major container terminals operator in Russia, on the sale of 100% of NCC Group’s shares to LSE-listed Russian ports operator Global Ports, for a cash consideration of US$291 million and new shares representing approximately 18% of the enlarged share capital of Global Ports to be issued to the sellers, of which 50% will be in the form of GDRs and 50% will be non-voting shares.
As part of the transaction, NCC Group will transfer loans provided to their related parties by NCC Group to Global Ports in the amount of US$568.2 million along with the interest accrued for the period from 31 December 2012 until the closing. Furthermore, US$155 million of loans outstanding from the related parties of the sellers as of 31 December 2012 together with US$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.
NCC Group’s container terminal operations are located on the Baltic Sea, the principal gateway for Russian containerized cargo. Its key assets include 100% ownership of First Container Terminal in St. Petersburg, 80% ownership of the recently launched Ust-Luga Container Terminal in the port of Ust-Luga and 100% ownership of Logistika-Terminal, an inland container terminal located close to St. Petersburg which serves primarily as an inland container yard for FCT. The transaction also includes a call option for Global Ports to acquire 50% of the Illichevsk Container Terminal.
The Dentons team is being led by Moscow-based partner Alexei Zakharko, assisted by London-based partner Paul Salmon.
