TRANSACTIONS HISTORY

In February 2023 Globaltrans completed a restructuring of its rail tank car business in order to streamline operations and increase flexibility in its oil products and oil transportation segment (“Restructuring”). The Restructuring united Globaltrans’ rail tank car operating and leasing capabilities within OOO BaltTransServis (“BTS”), the Group’s 100% owned main rail tank car and locomotive operating subsidiary, and included the following key transactions:

• Intragroup acquisition of 5,800 rail tank cars by BTS from AS Spacecom¹ (“Spacecom”), a 65.25% owned leasing subsidiary of Globaltrans.
• Sale of Globaltrans’ 65.25% shareholding in Spacecom (including the 680 rail tank cars) to its minority shareholder.

The cash outflow at the Group level related to the above transactions amounted to approximately EUR 65 million.

 _{1. AS Spacecom including its 100% subsidiary AS Spacecom Trans (Estonia-registered companies engaged in rail tank car leasing in the CIS countries). Title to the relevant railcars was transferred on 2 December, 2022.}

• BaltTransServis is one of the leading Russian freight rail operators of tank cars, with a strong market position, long-term service contracts and unique competencies in operating its own locomotives; total fleet of 13.1k units¹
• Transaction rationale –increasing focus on and exposure to an attractive oil products and oiltank segment and the consolidation of 100% of the free cash flow of this cash generative business
• RUB 9.1 bln in cash implying 2021 P/E of c.4.5x
• Globaltrans became the effective sole owner of BaltTransServis in February 2022 with closing completedin March 2022
   

^{1. Including 5,471 units leased in from other Group subsidiaries and 1,693 units leased in from third parties.}

• SyntezRail is a container operator focused on the transportation of petrochemicals and high-grade steel with an owned fleet of 3.3k specialised containers
• Transaction rationale –scope for synergies with core operations and potential for further value growth are both limited
• RUB 1.1 bln in cash which implies EV/EBITDA of c.6.8 times¹ and return on invested capital of c.3.8x
• The transaction was closed in October 2021

^{1. Based on estimated financial results of SyntezRailfor 2021, normalisedassuming that all 500 new specialised containers delivered in 2021 were operational from 1 January 2021 and excluding the impact of IFRS 16..}

The Moscow Exchange (“MOEX”) approved the listing of Globaltrans’ global depositary receipts (“GDRs”, ISIN US37949E2046) on 22 October 2020. The GDRs were included in Level One, MOEX’s highest quotation list, and were assigned the ticker symbol GLTR. Trading in the GDRs started on 28 October 2020 and both trading and settlements are conducted in Russian roubles. Globaltrans’ GDRs will also continue to be traded on the London Stock Exchange where they have been listed since 2008.

The listing of the GDRs on MOEX is a technical process and is not a sale, issuance or offer of GDRs. There is no offer associated with the listing of GDRs under the attached prospectus. The listing of GDRs on MOEX does not constitute an offer nor is it an indication of an intention to sell GDRs. The prospectus, dated 16 October 2020, has not been updated since that time.

Prospectus of Globaltrans Investment PLC as of 16 October 2020 (available in Russian)

Summary of Prospectus of Globaltrans Investment PLC as of 16 October 2020 (available in Russian)

The prospectus relating to the listing of up to 79,127,507 Global Depositary Receipts (GDRs) was approved by the Financial Services Authority on 21 December 2012. The prospectus was submitted for review in August 2012 following the secondary offering of GDRs in July 2012 and is consistent with the Group’s usual practice of seeking an increase in the listing of GDRs following the issuance of new share capital. The listing of the GDRs is a technical process and is not a sale, issuance or offer of GDRs.

There is no offer associated with the listing of GDRs under the attached prospectus. The approval of the prospectus and the subsequent listing of GDRs does not constitute an offer nor is it an indication of an intention to sell GDRs. The prospectus has not been updated since its date.

Download the prospectus dated 21 December 2012

Globaltrans announced that it has agreed to acquire 100% of OOO MMK-Trans, the captive freight rail operator of MMK Group, one of the largest single-site steelmakers in Russia.

Information materials

• To learn more on the acquisition, please click here.
• For the transaction related slide presentation, please click here.
• For a replay of the transaction related teleconference with Globaltrans' management team, please click here.

Globaltrans completed the acquisition of 100% of LLC Metalloinvesttrans, the captive freight rail transportation operator of Metalloinvest, a leading global iron ore and HBI producer based in Russia.

Information materials

• To learn more on the acquisition, please click here
• For the transaction related slide presentation, please click here.
• For the completion announcement, please click here.

In March 2010 Globaltrans applied for the listing of up to an additional 41,176,469 Global Depositary Receipts.

The attached prospectus relates to an application for listing conducted in March 2010. It doesn't constitute an offer of securities and has not been updated since its date.

Download the prospectus dated 4 March 2010
 

In December 2009 Globaltrans acquired an effective 50% economic interest and a majority controlling interest in LLC BaltTransServis and conducted a follow-on public offering.

To learn more on the acquisition, please click here.

The attached offering memorandum relates to a transaction completed in December 2009. It does not constitute an offer of securities and has not been updated since that date.

Download the offering memorandum dated 9 December 2009

In December 2008 Globaltrans acquired 61% in AS Spacecom and 65% in AS Spacecom Trans (formely AS Intopex Trans).

To listen to the webcast hosted by Sergey Maltsev, CEO and Alexander Shenets, CFO please click here.

To learn more on this transaction, please download the following documents:

• Regulatory announcement
• Slide presentation
• Additional disclosure

The attached prospectus relates to a transaction completed in April 2008. It does not constitute an offer of securities and has not been updated since that date.

Download the prospectus dated 30 April 2008