Completion of the GDR Tender Offer

Globaltrans Investment PLC

07 November 2024

 

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.

For immediate release

7 November 2024

Globaltrans Investment PLC[1]

Globaltrans announces the completion
of the GDR Tender Offer

Globaltrans Investment PLC (the "Company" and together with its consolidated subsidiaries "Globaltrans" or the "Group") further to the announcement of the results of its Adjourned Extraordinary General Meeting of Shareholders and its Board of Directors' meeting dated 7 October 2024 (the "EGM and BoD Results Announcement") and the announcement of the launch of the GDR Tender Offer dated 8 October 2024 today announces that its indirect subsidiary, LLC "GTI FINANCE" (the "Purchaser"), on 6 November 2024 completed the tender offer with respect to certain global depositary receipts of Globaltrans (ticker: GLTR; ISIN: US37949E2046), as specified in the EGM and BoD Results Announcement at a price of RUB 520 per 1 GDR (the "GDRs Eligible for the Tender Offer", the "Acquisition Price" and the "Tender Offer", respectively).

Results of the Tender Offer

·      A total of 24,745,976 GDRs Eligible for the Tender Offer were validly tendered in the Tender Offer and were transferred to the Purchaser pursuant to the Tender Offer, which represents approximately 14% of the share capital of the Company and, according to information available to Globaltrans, over 97% of the total number of the GDRs Eligible for the Tender Offer, except for those held in type "S" accounts.

·      The level of investor participation in the Tender Offer is among the highest for similar transactions on the Russian equity market, according to information available to the Company.

·      The aggregate Acquisition Price sent to the GDR holders who sold GDRs Eligible for the Tender Offer is approximately RUB 12.9 billion.

·      According to information available to Globaltrans, upon the completion of the Tender Offer, the amount of GDRs Eligible for the Tender Offer, which have not been tendered in the Tender Offer, except for those held in type "S" accounts, is approximately 0.4% of the share capital of the Company.

The Company notes that the completion of the Tender Offer will not result in a change of the Company's share capital or a reduction in the number of Company's issued and outstanding shares. The GDRs purchased in the Tender Offer will not be subject to automatic cancellation by virtue of them being acquired by the Purchaser and will retain corporate rights, subject to the existing infrastructure restrictions. Accordingly, the Tender Offer does not affect stakes held by the Company's shareholders and non-participating GDR holders.

Further details on the Tender Offer and its parameters are available on the Company's corporate website (www.globaltrans.com).

ENQUIRIES

For investors

Mikhail Perestyuk / Daria Plotnikova

[phone]

[e-mail]

For media

Anna Vostrukhova

[phone]

[e-mail]

EM

[e-mail]

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", "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.

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[1] The suspension of trading in the Company's global depositary receipts (GDRs) on the London Stock Exchange remained in place as of the date of publication.

 

END