Globaltrans Announces Tender Offer on AIX at USD 4.3 per GDR
25.11.2024
Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) today announces that "SQIF Capital" JSC (the "Purchaser"), acting in its own name, but at the expense and in the interests of Adaptive Capital Limited, a direct subsidiary of the Company, has launched a voluntary on-exchange tender offer to purchase certain eligible GDRs of Globaltrans (ISIN: US37949E2046, special ISIN: US1CCCCCCCC0, special ticker: GLTR.BB[1])[2] as described in the Memorandum (as defined below) (the “Eligible GDRs“ and the “Tender Offer”, respectively).
Highlights
The Tender Offer launches today with the Offer submission period commencing on 27 November 2024 and is expected to be completed (including the relevant settlements) on 23 December 2024.
The legal owners of Eligible GDRs as of the Record Date (as defined below) are invited to submit their Offers using the facilities of Astana International Exchange (AIX). Only GDRs that are held through the Central Securities Depository of AIX are eligible for the Tender Offer. Additional eligibility requirements are outlined in the Memorandum.
The Tender Offer envisages daily settlements.
An Offer may be submitted by a Holder of Eligible GDRs through a trading member of AIX (a “Broker”), except where such a holder is itself a trading member of AIX in which case it does not need to engage a Broker.
The Tender Offer price has been set at USD 4.3 per 1 GDR, reflecting the weighted average market price of the Company’s GDRs on AIX since trading commenced.
The Tender Offer will cover up to 26,747,738 Eligible GDRs, representing up to approximately 15% of the Company’s share capital.
Further information, including the timeline and instructions for participation in the Tender Offer, are described in the memorandum of the Purchaser dated 25 November 2024 and available on the website https://www.globaltrans.com/investors/tenderoffer/ and through AIX Regulatory Announcement Service https://aix.kz/issuers/globaltrans-investment-plc-gltr/ (the “Memorandum”). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Memorandum.
Rationale
Following the Globaltrans’ listings restructuring, the Company has received multiple enquiries from GDR holders indicating the need for greater trading liquidity on AIX[3] which became a sole organised trading platform for Globaltrans’ GDRs.
In view of this fact and certain other circumstances described in the Memorandum, on 22 November 2024, the Board of Directors of Globaltrans passed the resolution to approve the Tender Offer. It is the Board of Directors of Globaltrans assessment that the Tender Offer would be in the interests of both the Holders of Eligible GDRs to participate in the Tender Offer and Globaltrans. In particular, the Tender Offer will:
provide a liquidity opportunity for those Holders of Eligible GDRs who are willing to sell their securities, but were not able to do so in more than last 30 months due to the suspension of trading of the GDRs on the London Stock Exchange;
increase liquidity, support Globaltrans capitalisation and enhance its positioning in the public market; and
allow to satisfy the current deferred investor demand for the sale of Eligible GDRs, enabling their repurchase.
This initiative reflects the Company’s commitment to addressing the needs of Holders of Eligible GDRs and Globaltrans by enhancing aftermarket liquidity.
Expected timetable of the Tender Offer
Event | Date |
Publication of the Memorandum | 25 November 2024 |
Record date to determine eligibility for participation in the Tender Offer (the "Record Date") | 25 November 2024 |
Commencement of the Offer Submission Period | 11:00 a.m. (Astana time) on 27 November 2024 |
Offer Submission Period | 11:00 a.m. – 3:00 p.m. (Astana time) on any day that is a trading day on AIX until the End of the Offer Submission Period (inclusive) |
End of the Offer Submission Period | 3:00 p.m. (Astana time) on 23 December 2024 |
Acceptance of the Offer of the relevant Holder of Eligible GDRs (the "Offer Acceptance Date") | By 4:30 p.m. (Astana time) on the date of submission of the Offer by the relevant Holder of Eligible GDRs during the Offer Submission Period |
The transfer of Eligible GDRs to the Subsidiary and payments under the Transactions | After 4:30 p.m. (Astana time) on the relevantOffer Acceptance Date |
Announcement of completion of the Tender Offer | As soon as practicable after completion of the Tender Offer |
FURTHER INFORMATION
- https://www.globaltrans.com/investors/tenderoffer/
- https://aix.kz/issuers/globaltrans-investment-plc-gltr
ENQUIRIES
Should you have any questions related to the Tender Offer or need assistance, please use the contacts below:
Contacts for investors
SQIF Capital
Nurlan Asilbekov
+7 (778) 003-03-76 (for English speakers)
+7 (778) 003-03-77 (for non-English speakers)
Investor Relations
Mikhail Perestyuk / Daria Plotnikova
+971 2 877 6840
Contacts for media
Anna Vostrukhova
+971 2 877 4166
EM
LEGAL DISCLAIMER
Information contained in this announcement concerning Globaltrans Investment PLC, a company organised and existing under the laws of the Abu Dhabi Global Market (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) is for general information purposes only. The statements and any opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice.
None of the Company nor any of its shareholders, directors, officers or any other person accepts any liability whatsoever for any loss howsoever arising from any use of the contents of this announcement or otherwise arising in connection therewith. This announcement does not constitute an offer or an advertisement of any securities in any jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and any such restrictions should be observed.
This announcement may contain forward-looking statements regarding future events. You can identify forward looking statements by terms such as “expect”, “believe”, “estimate”, “anticipate”, “intend”, “will”, “could”, “may”, or “might”, the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company’s intentions, beliefs or current expectations. By their nature, forward looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that Globaltrans’ actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which Globaltrans operates may differ materially from those described in or suggested by the forward-looking statements contained in this announcement.
In addition, even if Globaltrans’ results of operations, financial condition, liquidity, prospects, growth strategies and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in future periods. Unless otherwise set out herein, the Company does not intend to update this announcement or reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause actual results to differ materially from those contained in forward-looking statements of Globaltrans, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, market changes in the Russian freight rail market, as well as many of the risks specifically related to Globaltrans and its operations. No reliance may be placed for any purposes whatsoever on the forward-looking statements contained in this announcement.
[1]Special technical trading code allocated only for the purposes of submitting Offers.
[2] Special ISIN and special ticker specified above should be used only for the purposes of participation in the Tender Offer and not for any other purpose.
[3] Globaltrans’ GDRs were admitted to trading on AIX on 22 October 2024.