Completion of the third-party tender offer on AIX and changes in share capital structure
27.01.2025
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 completion by "SQIF Capital" JSC (the “Purchaser”), acting in its own name, but at the expense and in the interests of Adaptive Capital Limited (“Adaptive”), a direct subsidiary of the Company, of the voluntary tender offer via the facilities of Astana International Exchange (the “AIX”) 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”, “Eligible GDRs” and “Tender Offer”, respectively).
The Purchaser announced today the completion of the Tender Offer and its results, which are, as follows:
The Tender Offer was launched with respect to an aggregate amount of the Eligible GDRs, representing in total approximately 15% of the Company’s share capital;
100% of the total number of the Offers duly submitted to the Purchaser have been accepted by the Purchaser pursuant to the Tender Offer;
Eligible GDRs subject to such Offers have been transferred to the Purchaser for onward delivery to Adaptive and the purchase price relating thereto was paid to the sellers of Eligible GDRs in accordance with the terms of the Tender Offer. Accordingly, the relevant settlements have been duly completed;
Given that the Tender Offer remained open for 2 months, the Purchaser, having consulted with Adaptive, does not see reasons to extend the Tender Offer further and the Tender Offer is therefore closed;
As previously noted, the completion of the Tender Offer will not result in a change of the share capital of Globaltrans or a reduction in the number of issued and outstanding shares of Globaltrans. The GDRs purchased under the Tender Offer will not be subject to automatic cancellation by virtue of them being transferred to the Subsidiary as part of the Tender Offer settlement and will retain corporate rights, including a right to vote at general meetings of shareholders. Accordingly, the Tender Offer does not affect stakes held by the shareholders of Globaltrans and non-participating GDR holders.
Neither the Purchaser nor the Company currently plans to proceed with new voluntary tender offers with respect to the GDRs.
As far as the Company is aware, the GDRs were purchased in a series of transactions not only under the Tender Offer but also in over-the-counter transactions outside of the Tender Offer by affiliates of the shareholders of the Company from 25 November 2024 to 24 January 2025 (inclusive).
It is estimated that this aggregate amount of purchased GDRs represents in total approximately 14.23% of the share capital of the Company. This number does not include additional over-the-counter transactions, which are expected to be settled in due course.
This announcement shall be read and construed in conjunction with Memorandum. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Memorandum.
Further details on the Tender Offer and its parameters including the memorandum of the Purchaser dated 25 November 2024 (the “Memorandum”) are available on the website https://www.globaltrans.com/investors/tenderoffer/ and through AIX Regulatory Announcement Service https://aix.kz/issuers/globaltrans-investment-plc-gltr/.
DOWNLOADS:
Globaltrans announces the results of its Board of Directors’ meeting (609 KB)
Globaltrans Announces Tender Offer on AIX at USD 4.3 per GDR (650 KB)
Extension of the third-party tender offer on AIX (1 MB)
Tender Offer Memorandum (Execution copy) (261 KB)
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”, “plan”, “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 or the implementation of steps described therein 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, steps or actions 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.