Notification of Share Placing by TIHL
15.10.2012
Globaltrans Investment PLC (“Globaltrans” and together with its consolidated subsidiaries, the “Company”; LSE ticker: GLTR) has been informed that its shareholder Transportation Investments Holding Limited ("TIHL") has initiated the process for a Placing of approximately 10,000,000 existing shares of the Company owned by it (the "Placing"), in the form of global depositary receipts ("GDRs").
The current direct ownership interest of TIHL is 71,968,398 shares, representing 40.3% of the Company's ordinary share capital.
On completion of the Placing, it is expected that TIHL's direct ownership interest will be approximately 34.7% of the Company's share capital.
The GDRs offered in the Placing will be placed in an accelerated private placement to international institutional investors on a Reg S basis, and to US QIBs on a 144A basis. The price per GDR and the final number of GDRs sold will be determined on completion of the bookbuilding.
In order to perform the Placing, TIHL has received a waiver of the lock-up agreement entered into at the time of the last offering of GDRs of the Company in July 2012. TIHL’s residual shareholding in Globaltrans following the Placing will remain subject to lock-up until 13 January 2013, subject to the customary exceptions.
TIHL has also made clear its intention to remain long-term strategic investor in the Company and that the proceeds from Placing will be used to pursue other investment opportunities in Russia.
ENQUIRIES
Globaltrans Investor Relations
Mikhail Perestyuk / Daria Plotnikova
+357 25 328 860
irteam@globaltrans.com
For international media
Holloway & Associates
Laura Gilbert/Zoë Watt
+44 20 7240 2486
globaltrans@rholloway.com
NOTES TO EDITORS
Globaltrans is a leading private freight rail transportation group with operations in Russia, the CIS and the Baltic countries. The Group’s main business is the provision of freight rail transportation services. Globaltrans provides services to more than 500 customers and its key customers include a number of large Russian industrial groups in the metals and mining and the oil products and oil sectors.
Globaltrans' global depositary receipts (ticker symbol: GLTR) have been listed on the Main Market of the London Stock Exchange since May 2008. Globaltrans was the first freight rail transportation group with operations in Russia to have an international listing.
To learn more about Globaltrans, please visit www.globaltrans.com
LEGAL DISCLAIMER
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe 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 these materials 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 announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. person (as defined in Regulation S under the Securities Act of 1933, as amended (the " Securities Act")) absent registration or an exemption from registration under the Securities Act. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.
This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the FPO or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is distributed in any member state of the European Economic Area which applies Directive 2003/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.
This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained herein 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 distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Any securities relating to this announcement, including global depositary receipts, have not been and will not be registered in Russia and are not intended for “offer” "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.
Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and SIB (Cyprus) Limited, are acting exclusively for TIHL and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing and will not be responsible to anyone other than TIHL for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, SIB (Cyprus) Limited or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Each of Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc and SIB (Cyprus) Limited may participate in the Placing on a proprietary basis.