Changes in shareholder structure

Globaltrans Investment PLC

15 January 2024

 

For immediate release

15 January 2024

Globaltrans Investment PLC[1]

Changes in shareholder structure

Globaltrans Investment PLC (the "Company" and together with its consolidated subsidiaries "Globaltrans" or the "Group"), (LSE/MOEX ticker: GLTR) today announces that AQNIET Capital LLP ("AQNIET"), an investment company domiciled and with major business interests in Kazakhstan, has informed the Company that it has completed the purchase of the entire issued share capital of three of the Company's principal shareholders and now indirectly owns 26.19%[2] of the Company's issued share capital ("Transactions"). AQNIET has acquired 100% of Onyx Investments Ltd (beneficially owned by Nikita Mishin), 100% of Maple Valley Investments Ltd (beneficially owned by Konstantin Nikolaev) and 100% of Goldriver Resources Ltd (beneficially owned by Sergey Maltsev).

Sergey Maltsev, currently Chairman of the Board of the Company, has indicated that he intends to remain with Globaltrans and seek re-election to the Board of Directors following the Company's re-domiciliation to the Abu Dhabi Global Market.

AQNIET is beneficially owned by Kairat Itemgenov, a Kazakh entrepreneur who has successfully developed sizable businesses across several sectors over the past 25 years. His key businesses include (i) a leading Kazakh pharmacy chain Europharma, (ii) several hotels and lodging properties, (iii) logistics company Satti Logistics which operates its own truck and van fleets as well as (iv) KBI Energy, an experienced player in the repair and instalment of large-scale power generating equipment.

In addition, AQNIET has informed the Company that it has signed binding agreements to purchase (i) the entire issued share capital of another of the Company's principal shareholders, namely 100% of Litten Investments Ltd (beneficially owned by Alexander Eliseev) and (ii) the shareholding of an unrelated shareholder[3] ("Ongoing Transactions"). Until the completion of the Ongoing Transactions, which is expected not later than the second half of 2024, AQNIET will possess economic rights to all the shares and GDRs subject to these Ongoing Transactions and have a power of attorney in respect of voting 4.45% of the voting rights in the Company related to these shares and GDRs.

Therefore until completion of the Ongoing Transactions AQNIET will own 26.19% of the Company's issued share capital and control 30.65% of the voting rights in the Company. Upon the completion of the Ongoing Transactions, AQNIET will own in total 31.62% of the Company's issued share capital and have full associated voting rights.

As of today, the shareholder structure of the Company is as follows:

56.2%	Free-float[4]
26.2%	AQNIET Capital LLP* (beneficially owned by Kairat Itemgenov)
11.5%	Marigold Investments Ltd (beneficially owned by Andrey Filatov, co-founder of Globaltrans)
5.1%	Litten Investments Ltd (beneficially owned by Alexander Eliseev, Non-executive Director and co-founder of Globaltrans)**
0.9%	Transportation Investments Management Ltd (beneficially owned by Andrey Filatov, Nikita Mishin and Konstantin Nikolaev, co-founders of Globaltrans)
0.1%	Directors and management

* Directly or indirectly owned.

** Shareholding is subject to the Ongoing Transactions as described above.

Valery Shpakov, CEO of Globaltrans, commented: "As an entrepreneur, Kairat Itemgenov understands and shares the spirit that drives our business, a spirit that has enabled us to build one of the leading industry players. We are pleased to have Mr. Itemgenov joining our shareholder base and believe that with the ongoing support of our shareholders we can successfully pursue our strategy and continue to create value for all stakeholders."

Kairat Itemgenov commented: "This investment offers me a unique opportunity to both diversify into an attractive sector and acquire a significant holding in a business that has a proven operational model, excellent prospects, a prominent market position and a strong corporate governance framework. I am also delighted that Sergey Maltsev has agreed to continue contributing to Globaltrans' success and to seek re-election to the Board, a move I intend to wholeheartedly support. I also fully support the strategy of the Company including the ongoing re-domiciliation and have strong confidence in the professionalism of the executive team. I have every faith this business will continue to go from strength to strength."

ENQUIRIES

For investors

Mikhail Perestyuk / Daria Plotnikova

[phone]

[e-mail]

For Russian media

Anna Vostrukhova

[phone]

[e-mail]

For international media

Laura Gilbert, Lightship Consulting

[phone]

[e-mail]

ABOUT GLOBALTRANS

Globaltrans Investment PLC ("Company" and together with its consolidated subsidiaries "Globaltrans" or the "Group") is a leading freight rail transportation group with subsidiary operations across the CIS countries.

The Company was founded in 2004 by a group of entrepreneurs who combined their freight rail businesses under the single brand Globaltrans.

Throughout its years of operation, the Company has pursued a prudent approach to investment, expanding its fleet both by means of organic growth and through the acquisition of other rail operators. Globaltrans' total fleet is currently almost three times larger than it was at the time of the Company's IPO in 2008.

The Group's dividend policy establishes a transparent and straightforward approach to the payment of dividends and is supported by a long history of delivering attractive shareholder remuneration.

Globaltrans global depositary receipts (GDRs) have been listed on the Main Market of the London Stock Exchange (ticker symbol: GLTR) since May 2008[5] and on the Level One quotation list of the Moscow Exchange since October 2020 (ticker symbol: GLTR).

Due to its vast logistics capabilities, the Group is able to efficiently manage industrial cargo flows and serves a broad range of clients in the CIS countries.

Globaltrans has a total fleet (including owned and leased in under finance and operating leases) of about 66 thousand units as of the end of June 2023, of which about 94% are owned by the Company.

The Group's logistics management principally aims to provide reliable services, responding promptly and flexibly to customer needs, while achieving a good level of profitability for the business. The main component of the Group's centralised logistics system is its single dispatching centre that monitors every aspect of Globaltrans' fleet operation. By effectively managing shipments and routes, Globaltrans ensures high utilisation of its fleet and achieves maximum productivity and quality of service.

Additional information on Globaltrans is available at www.globaltrans.com.

LEGAL DISCLAIMER

Information contained in this announcement concerning Globaltrans Investment PLC, a company organised and existing under the laws of Cyprus (the "Company" and together with its consolidated subsidiaries "Globaltrans" or the "Group") is for general information purposes only. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. The Company relies on information obtained from sources believed to be reliable but does not guarantee the accuracy or completeness of such information.

The information in this announcement is subject to verification, completion and change. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this announcement. 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 may contain forward-looking statements regarding future events or the future financial performance of Globaltrans. 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 concerning, among other things, Globaltrans' results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates. 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. 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 information contained in this announcement or on its completeness, accuracy or fairness.

---

[1] Imposed suspension of Global Depositary Receipts ("GDRs") trading on the London Stock Exchange continued as of the date of publication.

[2] Together with the purchase of 0.71% of the issued share capital; owned directly by AQNIET and purchased from investors not affiliated or associated with Globaltrans.

[3] The purchase of 0.34% of the issued share capital in the form of GDRs from an investor not affiliated or associated with Globaltrans or Litten Investments Ltd; will be owned directly by AQNIET.

^[4] For these purposes, the free float consists of the ordinary shares and GDRs held by investors not affiliated or associated with Globaltrans.

[5] Imposed suspension of GDRs trading on the London Stock Exchange continued as of the date of publication.

 

END