Extension of the third-party tender offer on AIX

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) today announces the extension by “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, of the ongoing voluntary tender offer with respect to certain global depositary receipts of Globaltrans Investment PLC (ISIN: US37949E2046, special ISIN: US1CCCCCCCC0, special ticker: GLTR.BB[1])[2]) as specified in the Memorandum (as defined below) (the “GDRs”, “EligibleGDRs” and “Tender Offer”, respectively) until 24 January 2025 (inclusive).

Extension of the Tender Offer

The Purchaser announced today that, based on the feedback received from certain GDR holders (including the number of prominent international institutional investors), it has come to the Purchaser’s attention that some of the holders may require additional time to complete the necessary formalities to proceed with the settlement of their Offers for the sale of securities in the Tender Offer.

In response to the relevant inquiries, to ensure fair treatment and enable the relevant holders of Eligible GDRs to participate in the Tender Offer as well as taking into account the upcoming holiday season in various jurisdictions, the Purchaser announced the extension of the Tender Offer until 3:00 p.m. (Astana time) on 24 January 2025.

The updated deadlines relating to the Tender Offer are set out in the timetable below. Other terms and conditions of the Tender Offer remain unchanged.

The times, dates and events shown in this table are subject to change at the sole and absolute discretion of the Purchaser.

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 24 January 2025

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

Highlights

  • The investors who were the legal owners of Eligible GDRs as of the Record Date 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 broker which is a trading member of AIX (“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, as of the launch of the Tender Offer, 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 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 the AIX Regulatory Announcement Service https://aix.kz/issuers/globaltrans-investment-plc-gltr/ (the “Memorandum”).

This announcement shall be read and construed in conjunction with the Memorandum. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Memorandum.

 

FURTHER INFORMATION

 

 

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)

bb@sqif.kz

 

Investor Relations

Mikhail Perestyuk / Daria Plotnikova

+971 2 877 6840

irteam@globaltrans.com

 

Contacts for media

Anna Vostrukhova

+971 2 877 4166

media@globaltrans.com

 

EM

globaltrans@em-comms.com

 

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.