Globaltrans announces the results of its Board of Directors’ meeting
19.03.2025
Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) today announces that at a meeting duly convened and held at Office Unit 3, Floor 6, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE on 18 March 2025 at 5:00 p. m. (UAE time) the Company’s Board of Directors passed the following resolutions:
1. to approve the notice of extraordinary general meeting of shareholders of the Company (“EGM”) setting out agenda of the EGM (“Notice of EGM”);
2. to voluntarily convene pursuant to Article 319 (Directors' power to call general meetings) of the Abu Dhabi Global Market Companies Regulations 2020 (as amended) and Regulation 48 of the Company’s articles of continuance an EGM to be held on 3 April 2025 at 1:00 p. m. (UAE time) at Office Unit 3, Floor 6, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE to consider and, if thought fit, pass the following ordinary resolutions:
A. Resolution 1: to approve (and, to the extent required, authorise):
i. the sale (“Sale”) by the Company of its 100% participatory interest in Limited Liability Company “BaltTransServis“, OGRN (primary state registration number) 1027802508766 (“BTS LLC Participatory Interest”), 100% participatory interest in Limited Liability Company “GTI Management“, OGRN (primary state registration number) 5147746172008 (“GTIM LLC”)(“GTIM LLC Participatory Interest”), 100% of shares in Joint-Stock Company “New forwarding company”, OGRN (primary state registration number) 1037705050570 (“NFC JSC”) (“JSC NFC Shares”), 100% of shares in Joint-Stock Company “Ural Wagonrepair Company”, OGRN (primary state registration number) 1067746823836 (“JSC UWC Shares”) and 100% of shares in Adaptive Capital Ltd., BIN (business identification number) 240240900469 (“Adaptive“) (“Adaptive Shares“ and, together with BTS LLC Participatory Interest, GTIM LLC Participatory Interest, JSC NFC Shares, JSC UWC Shares, “Assets”) and all rights attached to the Assets to Limited Liability Company “KSP Capital Asset Management”, asset manager of Сlosed-end Mutual Investment Combined Fund “Transatlant“, OGRN (primary state registration number) 1077759966756, incorporated in the Russian Federation (“Purchaser”); and
ii. the assignment (“Assignment”) of any and all rights (including the right to demand and receive principal amounts and accrued interests) under (i) a loan agreement between the Company (as lender) and GTIM LLC (as borrower) No. G/GTIM-122023 dated 15 December 2023 (as amended) (“Loan Agreement 1”) and (ii) a loan agreement between the Company (as lender) and Adaptive (as borrower) No. GA-122024/1 dated 29 November 2024 (as amended) (“Loan Agreement 2”) to the Purchaser,
each on the following principal terms:
(A). the sale and purchase agreement with respect to the Sale and Assignment between the Company and the Purchaser (“SPA”) shall be governed by Russian law;
(B). the condition precedent for the execution of the Sale and Assignment will be the approval of the Sale and Assignment by the extraordinary general meeting of shareholders of the Company (“CP”);
(C). total consideration for the Assets and Assignment will be USD 766,768,514 (seven hundred sixty-six million, seven hundred sixty-eight thousand, five hundred fourteen) (“Total Consideration”). The specified Total Consideration is final and is not subject to any adjustment and is broken down as follows:
the consideration for BTS LLC Participatory Interest is USD 247,932,960 (two hundred forty-seven million, nine hundred thirty-two thousand, nine hundred sixty);
the consideration for GTIM LLC Participatory Interest is USD 136,363,128 (one hundred thirty-six million, three hundred sixty-three thousand, one hundred twenty-eight);
the consideration for JSC NFC Shares is USD 260,329,609 (two hundred sixty million, three hundred twenty-nine thousand, six hundred nine);
the consideration for JSC UWC Shares is USD 8,677,654 (eight million six hundred seventy-seven thousand six hundred fifty-four);
the consideration for Adaptive Shares is USD 1 (one);
the consideration for the Assignment of the rights under the Loan Agreement 1 is USD 94,056,540 (ninety-four million fifty-six thousand five hundred forty);
the consideration for the Assignment of the rights under the Loan Agreement 2 is USD 19,408,622 (nineteen million four hundred eight thousand six hundred twenty-two);
(D). Total Consideration will be paid by the Purchaser in Russian Rubles;
(E). Total Consideration will be paid within 90 days from the closing date of the Sale, which shall occur within ten business days following the date when the CP is satisfied, unless other closing date has been agreed by the Company and the Purchaser (“Closing Date”);
(F). on the Closing Date, the Company and the Purchaser shall take all necessary actions and execute all required documents to transfer the title to the Assets to the Purchaser;
(G). the title to all Assets shall be transferred to the Purchaser within 60 calendar days following the Closing Date, otherwise the Purchaser is entitled to withdraw from the SPA;
(H). the Assignment shall become effective on the Closing Date;
(I). the SPA will provide for the customary representations and warranties from the Purchaser and the Company;
B. Resolution 2: that the directors of the Company are authorised pursuant to Article 510 (Power of directors to allot shares etc: authorisation by company) of the Abu Dhabi Global Market Companies Regulations 2020 (as amended) (“Companies Regulations”) to exercise all the powers of the Company to allot (“Allotment”) new ordinary shares of the Company (“New Shares”) on such terms, and in such manner as the directors may think fit (“Authority”), subject to the following conditions:
the maximum amount of New Shares which may be allotted under this Authority will be 24,745,976 with the issue price of USD4.11 per 1 New Share (“Issue Price”);
the New Shares are to be wholly paid up by way of transferring of up to 24,745,976 global depositary receipts (ISIN: US37949E2046) representing ordinary shares of the Company, held in National Settlement Depository and PJSC “SPB Bank” (“Consideration GDRs”), the fair market value of which has been determined by an independent valuer in accordance with Article 553 (Non-cash consideration for shares: requirements as to valuation and report) of the Companies Regulations. The value of 1 Consideration GDR, according to such valuer’s report, is equal to the Issue price. Accordingly, 1 New Share shall be alloted for each 1 Consideration GDR transferred. Such Consideration GDRs shall become non-voting and non-eligible for the dividend distribution upon them being transferred to the Company and the Company shall not exercise any voting rights in respect of such Consideration GDRs;
the New Shares are to be alloted to, and Consideration GDRs are to be received from GTI Finance LLC, OGRN (primary state registration number) 1247700572701 (“GTI Finance LLC”). For the avoidance of doubt, no other person shall be eligible to exercise allotment rights (“Allotment Rights”); and
this Authority shall expire in 5 years from the date on which the resolution is passed by virtue of which the Authority is given;
C. Resolution 3:that, subject to the passing of Resolution 2, the directors of the Company are empowered pursuant to Article 524 (Exception to pre-emption right: issue for non-cash consideration) of the Companies Regulations to allot New Shares, which are to be wholly paid up otherwise than in cash, pursuant to the Authority conferred on them by Resolution 2, and Article 520(1) (existing shareholders’ right of pre-emption) of the Companies Regulations does not apply to the Allotment;
D. Resolution 4: that the Company’s directors, acting individually or jointly, be authorised to do all acts and things necessary to implement (or procure implementation of) the Sale, the Assignment and the Allotment and, including but not limited to completing, finalising and executing subscription agreements, instruments, share transfer agreements, instruments of transfer, deeds, notices or other documents, appearing before any relevant governmental authority, stock exchange, completing and filing the relevant documents, declarations, applications and statutory forms, as well as to make any and all assurances, declarations and publications necessary or desirable for the implementation of the aforementioned resolutions.
Notice of EGM and EGM agenda is available for viewing here and through AIX Regulatory Announcement Service https://aix.kz/issuers/globaltrans-investment-plc-gltr/.
ENQUIRIES
For investors
Mikhail Perestyuk / Daria Plotnikova
+971 2 877 6840
irteam@globaltrans.com
For media
Anna Vostrukhova
+971 2 877 4166
media@globaltrans.com
LEGAL DISCLAIMER
Information contained in this announcement concerning the Company 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.