12 / 04 / 12
FESCO EGM Agenda explained
Dear shareholders of FESCO!
As part of the process to prepare the non-container rail
business of FESCO for anticipated spin-off, several
intra-group transactions need to be executed in order to
change the historical ownership structure of "Firm
"Transgarant" LLC ("Transgarant"), and to bring it in
accordance with the target structure of the upcoming
spin-off transaction, under which all sale proceeds should
go onto the balance sheet of FAR-EASTERN SHIPPING COMPANY
PLC (FESCO), and all sale transactions will be executed in
FESCO is calling an EGM on April 16 2012, asking
shareholders to approve two interrelated transactions.
Under the first transaction FAR-EASTERN SHIPPING COMPANY
PLC (FESCO) is to acquire 15% in Transgarant from its 100%
owned foreign subsidiary Neteller Holdings Limited, thus
concentrating 91.2% of shares in Transgarant on the balance
sheet of FESCO.
The second transaction will transfer the remaining 8.8% in
"Transgarant" into the Russian jurisdiction. For this,
FESCO will contribute 100% of shares in its another foreign
subsidiary - Eustacia Finance Limited, which historically
owned shares in Transgarant - to the Charter capital of its
fully owned Russian subsidiary FESCO Avto. The said FESCO
Avto is supposed to be later sold as part of the sale of
If these transactions are executed, all future settlements
during the sale of Transgarant will be made in Russian
jurisdiction, and all 100% of proceeds will go directly to
the balance sheet of FESCO. In addition, we simplify the
Group structure by divesting two subsidiaries - FESCO Avto
and Eustacia Finance Limited.
Proposed intra-group transactions will not result in any
assets or cash leaving the Group's perimeter. The said
transactions are made at market prices defined by an
Should you have any additional questions, please do not
hesitate to contact FESCO IR Team at firstname.lastname@example.org.