Globaltrans announces results of Extraordinary General Meeting of shareholders
21.12.2011
Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”; LSE ticker GLTR) announces that the Company held its Extraordinary General Meeting of shareholders (“EGM”) on 20 December 2011 at 6 Karaiskakis Street, City House, 3rd Floor, P.C. 3032, Limassol, Cyprus.
The resolutions proposed at the EGM, all of which required approval by more than 75% of the shares of those shareholders entitled to vote, were duly passed. Envesta Investments Limited (“EIL”), being a party to the transaction which required holding of this meeting, was not entitled to vote and therefore abstained on all items of the agenda. Detailed voting results may be found in the Minutes of the General Meeting attached as Appendix 1 of this announcement.
With 111,433,657 votes in favour (representing 82.4% of the shares entitled to vote), the Company was duly authorised to purchase up to 3,637,117 ordinary shares, constituting 2.3% of the issued share capital of the Company, from EIL. The price per share was fixed at USD 11.87, which is the weighted average price of the global depositary receipts of the Company (each representing one ordinary share) on the London Stock Exchange for the five trading days prior to the date of the EGM1. Thus the agreement for the purchase of the shares from EIL, which was signed by the Company and EIL on 28 November 2011 subject to shareholder approval, came into force after the related resolutions were approved by the EGM. The transaction contemplated by the agreement is expected to be closed by 2 January 2012.
Commenting on today’s announcement Mikhail Loganov, Member of the Board of Directors of Globaltrans, Executive Director, said: “Today’s EGM decision authorises the Company to purchase its own shares at a very favourable price. These purchased shares can be potentially used in future M&A transactions, sold to the market or cancelled”.
ENQUIRIES
Globaltrans Investor Relations
Mikhail Perestyuk
+357 25 503 153
irteam@globaltrans.com
For international media
Holloway & Associates
Laura Gilbert / Zoe Watt
+44 20 7240 2486
globaltrans@rholloway.com
NOTES TO EDITORS
Globaltrans is Russia’s leading private freight rail transportation group and the first such group to have an international listing.
Globaltrans Investment PLC is incorporated in Cyprus with major operating subsidiaries located in Russia, Ukraine and Estonia. The Group provides freight rail transportation, railcar leasing, and certain ancillary services to clients in Russia, the CIS countries and the Baltics.
The Group’s fleet of rolling stock owned and leased under finance and operating leases amounted to 49,529 units at 30 June 2011, including 28,776 gondola cars, 20,207 rail tank cars, 56 locomotives and 490 other railcars.
The Group’s Freight Rail Turnover in the first six months of 2011 was 57.5 billion tonnes-km with 36.4 million tonnes of freight transported. In the first six months of 2011 the Group’s Adjusted Revenue was USD 603.6 million with Adjusted EBITDA reaching USD 256.5 million.
Globaltrans' global depositary receipts (ticker symbol: GLTR) have been listed on the Main Market of the London Stock Exchange since May 2008.
To learn more about Globaltrans, please visit www.globaltrans.com.
LEGAL DISCLAIMER
Some of the information in this announcement 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.
APPENDIX 1
GLOBALTRANS INVESTMENT PLC
(the “Company”)
Minutes of an Extraordinary General Meeting of the Company held at
6 Karaiskakis Street, City House, 3rd Floor, P.C. 3032, Limassol, Cyprus
on 20 December 2011 at 10:00 a.m.
___________________________________
| Present: | Transportation Investments Holding Limited – by corporate representative Envesta Investments Limited – by corporate representative Leverret Holding Limited – by corporate representative Leverret Holding Aps – by corporate representative Valleyfield Investments Limited - by corporate representative NCC Pacific Investments Limited - by corporate representative National Container Holding Company Limited - by corporate representative BNY (Nominees) Limited - by corporate representative |
| In attendance: | Mikhail Loganov (Director) Elia Nicolaou (Director/Secretary) Michael Zampelas (Director) Konstantin Shirokov (Director) Vasilis Hadjivassiliou (Partner, PricewaterhouseCoopers Ltd) Anna Loizou (Director, PricewaterhouseCoopers Ltd) |
Election of Chairperson
1. In accordance with article 54 of the Articles of Association Mikhail Loganov is elected Chairperson of the meeting by the directors present.
Introduction
2. The Chairperson confirmed that notice of the extraordinary general meeting had been given to all the members of the Company having a right to attend and vote at the meeting.
Quorum
3. The Chairperson declared that a quorum was present.
Notice of Extraordinary General Meeting
4. It was unanimously agreed that the notice convening the extraordinary general meeting should be taken as read.
Special Business
Resolution 1: Amendment of Articles of Association of the Company
5. The Chairperson proposed the following resolution as a special resolution requiring approval in accordance with the provisions of section 12 of the Companies Law, CAP.113 (as amended):-
“THAT in accordance with the provisions of article 12 of the Companies’ Law Cap 113, the Articles of Association of the Company be amended so that the following new paragraph with number 45 is added after paragraph 44 of the Articles of the Association allowing the Company to purchase its own shares and that the existing paragraphs 45 – 140 be renumbered to 46 – 141 (inclusive):
“45. PURCHASE OF OWN SHARES: Subject to the provisions of the Law, the Company may purchase its own shares (including any redeemable shares)”.
6. In accordance with article 57 of the Articles of Association the Chairperson demanded that the resolution be decided by a poll. The Chairperson explained to the members present the voting arrangements. The Chairperson put the resolution to the meeting, counted the votes casted and declared that the required approval by the shareholders was satisfied and the resolution was passed by a majority of more than three-fourths of all the members entitled to vote on the present resolution with 116,202,192 votes in favour, 19,019,983 votes against and 22,913,358 votes abstained.
Resolution 2: Purchase by the Company of own shares
7. The Chairperson proposed the following resolution as a special resolution requiring approval in accordance with the provisions of section 57 of the Companies Law, CAP.113 (as amended):-
“THAT the purchase by the Company of the Company’s own shares may be effected in an off-market purchase with the following terms and manner:
| Seller: | Envesta Investments Limited |
| Buyer: | Globaltrans Investment PLC |
| Number of shares: | up to 3,637,117 ordinary shares, constituting 2.3% of the issued share capital of the Company |
| Price per share: | the lower of (i) the sum of products of Average Price of Global Depositary Receipt (“GDR”) on the London Stock Exchange (“LSE”) and respective Weight Ratio for five (5) trading days prior to the date of the present General Meeting and (ii) US$17.46 per share, where
|
8. In accordance with article 57 of the Articles of Association the Chairperson demanded that the resolution be decided by a poll. The Chairperson put the resolution to the meeting, counted the votes casted and declared that the required approval by the shareholders was satisfied and the resolution was passed by a majority of more than three-fourths of all the members entitled to vote on the present resolution with 111,433,657 votes in favour, 23,788,518 votes against and 22,913,358 votes abstained.
Resolution 3: Maximum number of shares to be purchased back by the Company
9. The Chairperson proposed the following resolution as a special resolution requiring approval in accordance with the provisions of section 57 of the Companies Law, CAP.113 (as amended):-
“THAT the total of the nominal value of the shares of the Company to be purchased by the Company cannot at any material time exceed 10% of the Company’s issued share capital.”
10. In accordance with article 57 of the Articles of Association the Chairperson demanded that the resolution be decided by a poll. The Chairperson put the resolution to the meeting, counted the votes casted and declared that the required approval by the shareholders was satisfied and the resolution was passed by a majority of more than three-fourths of all the members entitled to vote on the present resolution with 112,462,192 votes in favour, 22,759,983 votes against and 22,913,358 votes abstained.
Resolution 4: Maximum period of time for the Company to hold its own shares
11. The Chairperson proposed the following resolution as a special resolution requiring approval in accordance with the provisions of section 57 of the Companies Law, CAP.113 (as amended):-
“THAT the Company holds in its possession the shares for a maximum period of 24 months.”
12. In accordance with article 57 of the Articles of Association the Chairperson demanded that the resolution be decided by a poll. The Chairperson put the resolution to the meeting, counted the votes casted and declared that the required approval by the shareholders was satisfied and the resolution was passed by a majority of more than three-fourths of all the members entitled to vote on the present resolution with 111,025,254 votes in favour, 24,196,921 votes against and 22,913,358 votes abstained.
Resolution 5: Disapplication of pre-emption rights
13. The Chairperson proposed the following resolution as a special resolution requiring approval in accordance with the provisions of section 59A of the Companies Law, CAP.113 (as amended):-
“THAT all the members of the Company, relinquish and waive and do hereby relinquish and waive all of their pre-emption rights provided by the Articles of Association of the Company over all the shares to be purchased back by the Company in accordance with the terms approved hereby and that the Board of Directors be at liberty to dispose of them at their discretion.”
14. In accordance with article 57 of the Articles of Association the Chairperson demanded that the resolution be decided by a poll. The Chairperson put the resolution to the meeting, counted the votes casted and declared that the required approval by the shareholders was satisfied and the resolution was passed by a majority of more than three-fourths of all the members entitled to vote on the present resolution with 111,810,132 votes in favour, 23,412,043 votes against and 22,913,358 votes abstained.
Resolution 6: Miscellaneous
15. The Chairperson proposed the following resolution as a special resolution requiring approval in accordance with the provisions of section 57 of the Companies Law, CAP.113 (as amended):-
“THAT the Board of Directors of the Company is hereby authorised to take all and any steps necessary to implement all resolutions passed at the present Meeting.”
16. In accordance with article 57 of the Articles of Association the Chairperson demanded that the resolution be decided by a poll. The Chairperson put the resolution to the meeting, counted the votes casted and declared that the required approval by the shareholders was satisfied and the resolution was passed by a majority of more than three-fourths of all the members entitled to vote on the present resolution with 115,550,132 votes in favour, 19,672,043 votes against and 22,913,358 votes abstained.
Close
17. The Chairperson confirmed that there was no further business and declared the meeting closed.
………………………………………..
Chairperson
1 13-19 December 2011; data provided by Bloomberg.