Globaltrans Prices Global Offering at US$13.25 per GDR, Raising US$449.4 Million
This press release is not a prospectus, but is an advertisement. Investors should not subscribe for any transferable securities referred to in this press release except on the basis of information in the prospectus to be published by Globaltrans Investment PLC in connection with the admission of global depositary receipts (“GDRs”) representing ordinary shares of Globaltrans Investment PLC to the Official List of the UK Financial Services Authority.
Globaltrans Investment PLC (“Globaltrans” or together with its consolidated subsidiaries the “Group”), Russia’s largest privately owned freight rail operator, today announces the price of its initial public offering (the “Offering”) of GDRs to be admitted to the regulated market of the London Stock Exchange, representing interests in its ordinary shares.
Summary of Offering
- The Offering has been priced at US$13.25 per GDR, with each GDR representing an interest in one ordinary share.
- Strong, high quality institutional demand was received across all regions in which the GDRs were offered.
- A total of 16,959,064 GDRs representing newly issued shares in Globaltrans are being sold by Globaltrans, and an aggregate of 16,959,064 GDRs are being sold by Transportation Investment Holding Limited (“TIHL”) and Envesta Investment Limited (“EIL,” and together with TIHL, the “Selling Shareholders”), resulting in a free-float post Offering of 29%, assuming no exercise of the over-allotment option.
- The Offering generated total gross proceeds (consisting of proceeds directed to Globaltrans and proceeds directed to the Selling Shareholders) of approximately US$449.4 million (excluding any over-allotment option), consisting of approximately US$224.7 million for Globaltrans and US$224.7 million for the Selling Shareholders.
- The implied market capitalisation of Globaltrans upon completion of the Offering at the offer price is US$1.55 billion.
- In connection with the Offering, EIL has granted the Joint Bookrunners an over-allotment option to purchase an additional 3,391,813 GDRs at the offer price, exercisable within 30 days from the date of this announcement.
- Conditional dealings will commence on the London Stock Exchange today. Admission of GDRs to the Official List of the UK Listing Authority (“Admission”), and unconditional dealings of the GDRs on the London Stock Exchange under the symbol “GLTR”, is expected to take place on or about 8 May 2008.
Deutsche Bank acted as Global Coordinator and Deutsche Bank and Morgan Stanley are acting as Joint Bookrunners for the Offering.
Commenting on today’s announcement Sergey Maltsev, CEO of Globaltrans, said:
“The success of our Offering shows that investors recognise the great potential of the Russian rail freight industry. This is a sector that is set to continue its rapid growth and we intend to retain and build on our leadership position within it. The Offering has given us access to the capital we need and we will now move forward with the implementation of our investment plans, enhancing our opportunities for growth and value creation.”
Globaltrans Investor Relations
+357 25 503 153
Citigate Dewe Rogerson
+44 20 7638 9571
NOTES TO EDITORS
Globaltrans is Russia’s largest privately owned freight rail operator and the second largest freight rail operator in Russia after Russian Railways and its affiliates, including Freight One, by number of rolling stock operated. The Group provides rail freight transport and logistics services, as well as certain ancillary services to large industrial customers and medium-size corporate customers in Russia and carries customers’ cargos to destinations in Russia and Ukraine.
The Group’s key customers include member companies of a number of large Russian industrial groups active in the metals and mining, oil and oil products and other major sectors of the Russian economy, including, Evraz, Lukoil, MMK, RITEK, Rosneft Severstal and Ural Steel, as well as their affiliates and suppliers.
The Group’s modern rolling stock fleet comprises several types of railcars, including gondola (open top), cars, oil tank cars hopper cars, locomotives and platform cars. As at 31 December 2007, approximately 82 per cent. of the Group’s rolling stock was either owned or leased from third parties under finance leases, with the remainder leased from third parties under operating leases. The average age of the rolling stock owned by the Group or leased by the Group under finance leases as at 31 December 2007 was approximately 3.1 years.
The Group’s business model is based on (a) an extensive modern rolling stock fleet, consisting of several types of railcars, which enables it to cater to the high-volume transportation requirements of its key industrial customers, (b) a strong customer focus and sophisticated logistics know-how, enabling it to provide complex rail transportation and logistics solutions tailored to the needs of its customers, and (c) utilisation of advanced destination management and route optimisation, which reduces “empty runs” of the rolling stock and maximises the efficient commercial utilisation of the Group’s rolling stock.
Globaltrans operates through its two wholly owned operating subsidiaries, OAO New Forwarding Company and OOO Sevtechnotrans.
The Group’s operating profit for the years ended 31 December 2007 and 2006 was US$ 127.6 million and US$ 76.8 million, respectively. The Group’s assets as at 31 December 2007 and 2006 were US$ 778.0 million and US$ 697.7 million, respectively.
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Globaltrans. You can identify forward-looking statements by terms such as expect, believe, anticipate, estimate, intend, will, could, may or might the negative of such terms or other similar expressions. Globaltrans wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Globaltrans does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Globaltrans, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries Globaltrans operates in, as well as many other risks specifically related to Globaltrans and its operations.
Neither this press release nor any copy of it may be taken or transmitted, directly or indirectly, into Australia, Canada, Japan, the Russian Federation or the United States. This press release does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The offer and the distribution of this press release and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is not an offer of securities for sale in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Globaltrans has not registered and does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This document does not constitute an advertisement or public offer of any securities in the Russian Federation. It is not intended to be and must not be publicly distributed in the Russian Federation. The GDRs have not been and will not be registered in the Russian Federation and are not intended for “placement” or “public distribution” in the Russian Federation.
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (A) to (D) of the Order (all such persons together being referred to as “Relevant Persons”). The offered securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
In connection with the Offering, Deutsche Bank AG, London Branch (or any agent or other person acting for Deutsche Bank AG, London Branch), as stabilising manager, may (but is under no obligation to) over-allot GDRs up to a maximum of 10% of the total number of GDRs comprised in the Offering or effect other transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market. Any such transactions may commence on or after the announcement of the offer price for the GDRs and may be discontinued at any time without prior notice, but in any event will end no later than 30 calendar days thereafter. In no event will measures be taken to stabilise the market price of the GDRs above the offer price. Such transactions may be effected on any securities market, over the counter market, stock exchange or otherwise. There is no assurance that such transactions will be undertaken and, save as required by law or regulation, Deutsche Bank AG, London Branch, does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.
In accordance with applicable regulations the Joint Bookrunners may also sell GDRs in excess of the over-allotment option up to a maximum of 5% of the total number of the GDRs offered in the Offering creating a naked short position. The Joint Bookrunners must close any naked short position by purchasing GDRs in the open market.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Shares in Globaltrans and the GDRs have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc are acting exclusively for Globaltrans and the Selling Shareholders, including Transportation Investments Holding Limited and Envesta Investments Ltd., and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients and will not be responsible to anyone other than Globaltrans and the Selling Shareholders for providing the protections afforded to their clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction or arrangement referred to herein.