Admission of GDRs and start of unconditional dealings
Globaltrans Investment PLC (“Globaltrans” or the “Company”, and together with its consolidated subsidiaries, the “Group”; LSE ticker: GLTR), a leading private freight rail transportation group with operations in Russia, the CIS and the Baltic countries, today announces that the offering of 31.5 million ordinary shares (“Ordinary Shares”) in the form of Global Depositary Receipts (“GDRs”) (the “Offering”) has closed and that the GDRs are listed on the Official List of the UK Listing Authority and admitted to trading on the regulated market of the London Stock Exchange. One GDR represents an interest in one ordinary share.
The total offering size of USD 520 million, or 31.5 million shares, consisted of a primary component of approximately USD 400 million in the form of GDRs representing shares issued and sold by the Company (including 3,637,117 treasury shares), a secondary component of around USD 70 million in the form of GDRs representing existing shares sold by Transportation Investments Holding Limited (“TIHL”), the largest shareholder of Globaltrans, and the over-allotment option for a further USD 50 million of GDRs representing shares sold by TIHL, which was exercised in full, as announced earlier today.
The Company’s issued share capital immediately following the Offering increased to 178,740,916 ordinary shares. Following exercise of the over-allotment option, the Company’s free float increased to approximately 48.7% of the issued share capital.
The table below details the beneficial ownership of the Company by its principal shareholders:
Immediately prior to the Offering
Immediately following the Offering, including the over-allotment option
Number of Ordinary Shares
Number of Ordinary Shares
Transportation Investments Holding Limited(1)(2)
Envesta Investments Ltd.(3)
Other entities controlled by Directors and management of the Group(4)
(1) TIHL is one of the largest privately-owned transportation groups in Russia, the CIS and the Baltic Region with strategic interests in rail transportation and port operations and carries on business under the name of N-Trans. TIHL is ultimately controlled by a company the beneficial owners of which are Nikita Mishin, Konstantin Nikolaev and Andrey Filatov.
(2) Includes 5 Ordinary Shares held by companies affiliated with TIHL and wholly owned by the beneficial owners of TIHL.
(3) Envesta Investments Ltd. (EIL) is beneficially owned by two members of Globaltrans’ management: Sergey Maltsev, Chief Executive Officer and a member of the Board of Directors of Globaltrans and Alexander Eliseev, Chairman of the Board of Directors of Globaltrans. Sergey Maltsev beneficially owns 51 per cent. and Alexander Eliseev beneficially owns 49 per cent. of EIL. Of the Ordinary Shares beneficially owned by EIL, 1,807,086 are held in the form of GDRs.
(4) Includes 3,612,132 Ordinary Shares (including in the form of GDRs) held by Litten Investments Ltd, a company beneficially owned by Mr. Eliseev, Chairman of the Board of Directors of Globaltrans; 160,606 GDRs beneficially owned by Dr. Durrer, an independent non-executive director on the Board of Directors of Globaltrans, 60,606 of which were purchased by him in the Offering; and 174,509 GDRs acquired by other members of management in the Offering: Valeriy Shpakov, First Deputy Chief Executive Officer of Globaltrans, Chief Executive Officer of New Forwarding Company (109,029 GDRs); Roman Goncharov, Head of Treasury of Globaltrans (10,669 GDRs); Vyacheslav Stanislavskiy, Deputy Chief Executive Officer of Globaltrans (48,424 GDRs); and Vladimir Prokofiev, Deputy Chief Executive Officer of Globaltrans, Chief Executive Officer of BaltTransServis (6,387 GDRs).
Globaltrans Investor Relations
+357 25 503 153
For international media
Holloway & Associates
Laura Gilbert / Zoe Watt
+44 20 7240 2486
NOTES TO EDITORS
Globaltrans is a leading private freight rail transportation group with operations in Russia, the CIS and the Baltic countries. Based on Rosstat data and the Group’s management accounts, the market share of the Group on a pro forma basis for the Metalloinvesttrans acquisition was 7% of the overall Russian freight rail Transportation Volume in 2011
The Group provides services to more than 650 customers and its key customers include companies in, or suppliers to, a number of large Russian industrial groups in the metals and mining and the oil products and oil sectors. In 2011, the Group’s Pro Forma Freight Rail Turnover was 144.9 billion tonnes-kilometres with Pro Forma Adjusted Revenue of USD 1,489 million and Pro Forma Adjusted EBITDA of USD 646 million.
Following the recent acquisition of Metalloinvesttrans and new contracts for the purchase of railcars, the Group is expected to have a total fleet of approximately 64,000units by the end of August 2012.
Globaltrans was the first freight rail transportation group with operations in Russia to have an international listing of global depositary receipts (GDRs) and its GDRs (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.
The securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
These materials and information contained herein are not a public offer or advertisement of securities in the Russian Federation and are not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or entity, unless and to the extent otherwise permitted under Russian law, and must not be made publicly available in Russia. Information contained in this document is intended only for persons who are "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be made available to any persons who are not Russian QIs or otherwise permitted under Russian law to access such information. The GDRs and other mentioned securities have not been and will not be registered in Russia and are not intended for “placement”, “public circulation” , “offering” or “advertising” (each as defined in Russian law) in the Russian Federation except as permitted by Russian law.
FORWARD LOOKING STATEMENTS
Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company 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 the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.