Globaltrans announces the results of its Board of Directors’ meeting
10.04.2025
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 10 April 2025 at 2:00 p. m. (UAE time) the Company’s Board of Directors passed the following resolution:
1. to approve the subscription agreement between the Company (as issuer) and Limited Liability Company “GTI Finance”, OGRN (primary state registration number) 1247700572701 (as subscriber) (GTI Finance LLC) (Subscription Agreement) on the following principal terms:
A. the Company agrees and undertakes to GTI Finance LLC to allot (Allotment) 24,745,976 new ordinary shares of the Company (New Shares), subject to the conditions of the Subscription Agreement;
B. the issue price of New Shares will be USD4.11 per 1 New Share (Issue Price);
C. GTI Finance LLC agrees to subscribe for the New Shares and undertakes to the Company to transfer 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);
D. the fair market value of Consideration GDRs 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 ADGM Companies Regulations 2020 (as amended). The value of 1 Consideration GDR, according to such valuer’s report, is equal to the Issue Price. Accordingly, the New Shares are to be wholly paid up by way of transferring Consideration GDRs, and no cash payments between the Company and GTI Finance LLC are contemplated pursuant to the Subscription Agreement;
2. that reclassification of capital contribution reserve in the amount of RUB 2,694,850,540.00 and share premium in the amount of RUB 27,929,477,789.54 into distributable profit of the Company is hereby approved.
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.