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The Prospect IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the Prospectus) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The Prospectus has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE PROSPECTUS MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE US SECURITIES ACT) OR WITHIN THE UNITED STATES TO QIBS (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE US SECURITIES ACT (RULE 144A) OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB), OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, you must be (1) a person that is outside the United States or (2) a QIB that is acquiring the securities for its own account or for the account of another QIB. By accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to us that you are outside the United States or that you are a QIB and that you consent to delivery of such document by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the proposed offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. The Prospectus may only be communicated or caused to be communicated to persons outside the United Kingdom or to persons in the United Kingdom in circumstances where section 21(1) of the FSMA does not apply and may be distributed in the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order), or (ii) are persons falling within Article 49(2)(a) to (d) (‘‘high net worth companies, unincorporated associations etc.’’) of the Order (all such persons together being referred to as relevant persons). In the United Kingdom, the Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. The Prospectus does not constitute an advertisement or an offer of securities in the Russian Federation. It is not intended to be and must not be distributed publicly and/or to, or for the benefit of, any person within the Russian Federation except as may be permitted by Russian law. If a jurisdiction requires that the proposed offering be made by a licensed broker or dealer and Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley & Co. International plc and TD Investments Limited (TDI) and CJSC ‘‘Investment Company ‘‘Troika Dialog’’ (IC TD, and together with TDI, Troika Dialog) (together, the Joint Bookrunners), as named in the Prospectus, or any affiliate of the Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Bookrunners or such affiliate on behalf of Global Ports Investments PLC in such jurisdiction. Under no circumstances shall the Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the Prospectus who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the Prospectus. The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted in electronic form may be altered or changed during the process of electronic transmission and consequently none of the Joint Bookrunners, as named in the Prospectus, nor any person who controls a Joint Bookrunner nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners. 9JUN201119323566 Global Ports Investments PLC (a company organised and existing under the laws of Cyprus) Offering of 35,606,061 Global Depositary Receipts Offer Price: US$15 per Global Depositary Receipt This prospectus (the Prospectus) relates to an offering (the Offering) by (i) Global Ports Investments PLC, a company organised and existing under the laws of Cyprus (the Company), of 6,666,667 global depositary receipts (GDRs), and (ii) Transportation Investments Holding Limited, which is a company organised and existing under the laws of Cyprus (TIHL or the Selling Shareholder), of 28,939,394 GDRs. The GDRs represent interests in ordinary shares of the Company, each with a nominal value of US$0.10 (the Ordinary Shares), and each GDR represents an interest in three Ordinary Shares. The Offering comprises (i) an offering of GDRs within the United States to certain qualified institutional buyers (QIBs) as defined in, and in reliance on, Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (the US Securities Act), or another exemption from, or transaction not subject to, registration under the US Securities Act and (ii) an offering of GDRs outside the United States in reliance on Regulation S (Regulation S) under the US Securities Act. In addition, the Selling Shareholder has granted to Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley & Co. International plc and TD Investments Limited (TDI) and CJSC ‘‘Investment Company ‘‘Troika Dialog’’ (IC TD, and together with TDI, Troika Dialog) (together, the Joint Bookrunners) an option exercisable within 30 days of the announcement of the offer price (the Offer Price) to purchase up to 3,560,606 additional GDRs at the Offer Price, solely to cover over-allotments, if any, in connection with the Offering (the Over-Allotment Option). The GDRs offered in the Offering have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Prospective purchasers are hereby notified that the sellers of the GDRs may be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A or another exemption from, or transaction not subject to, registration under the US Securities Act. The GDRs are subject to selling and transfer restrictions in certain jurisdictions. See ‘‘Selling and Transfer Restrictions’’. The GDRs are specialised investments and should normally only be bought and traded by investors who are particularly knowledgeable in investment matters. See ‘‘Risk Factors’’ beginning on page 9 for a discussion of certain matters that prospective investors should consider prior to making an investment in the GDRs. This Prospectus, upon approval by the UK Financial Services Authority (the FSA), constitutes a prospectus relating to the Company prepared in accordance with the Prospectus Rules of the FSA made under Section 73A of the Financial Services and Markets Act 2000 (FSMA). This Prospectus, including the Offer Price, will be made available to the public in accordance with the Prospectus Rules. Application has been made to the FSA in its capacity as competent authority under FSMA for the admission of up to 156,666,667 GDRs, consisting of 35,606,061 GDRs to be issued on the Closing Date (as defined below), up to 3,560,606 GDRs to be issued pursuant to the Over-Allotment Option and up to 117,500,000 GDRs to be issued from time to time against the deposit of Ordinary Shares with a custodian acting for JPMorgan Chase Bank, N.A., as depositary (the Depositary), to the official list maintained by the FSA and to the regulated main market of the London Stock Exchange plc (London Stock Exchange) for admission of the GDRs to trading under the symbol ‘‘GLPR’’.
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