Results of Adjourned EGM and BoD meeting

Globaltrans Investment PLC

07 October 2024

 

For immediate release

7 October 2024

Globaltrans Investment PLC[1]

Globaltrans announces the results of its Adjourned EGM
and its Board of Directors' meeting

Globaltrans Investment PLC (the "Company" and together with its consolidated subsidiaries "Globaltrans" or the "Group") today announces that the adjourned extraordinary general meeting of shareholders was held on 7 October 2024 at 1:00 pm (UAE time) at Office Unit 3, Floor 6, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE (the "Adjourned Meeting").

At the Adjourned Meeting, the holders of 74,541,192 shares were present or represented, and the necessary quorum in accordance with Regulation 53 of the Articles of Continuance of the Company was achieved for the Adjourned Meeting.

The Adjourned Meeting duly passed each of the ordinary resolutions set out in the notice of the EGM and resolutions proposed dated 13 September 2024 by a majority of votes; namely (the "Adjourned Meeting Resolutions"):

(a)  RESOLUTION 1: to generally and unconditionally approve (and, to the extent required, authorise) the acquisition by a direct or indirect subsidiary of the Company, or such other person as the Company may nominate, of global depositary receipts held in the National Settlement Depository ("NSD") and PJSC "SPB Bank" ("SPB Bank") (the "GDRs Eligible for Tender Offer") up to the total number of such GDRs then in issue, provided that such acquisition would be made with the price of RUB 520 per GDR ("Acquisition");

(b)  RESOLUTION 2: to instruct and authorise the Company's directors to determine and approve such other details and parameters of the Acquisition as the directors may think fit; and

(c)  RESOLUTION 3: 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 Acquisition, including but not limited to 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.

Having regard to the Adjourned Meeting Resolutions, 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 7 October 2024 at 2:00 p.m. (UAE time), the Company's Board of Directors passed the following resolutions ("Directors' Resolutions"):

(a)  to determine and approve that the Acquisition by LLC "GTI Finance" of the GDRs Eligible for Tender Offer shall be structured as an on-exchange tender offer (invitation to make offers) on the terms and conditions set out in the memorandum relating to the Acquisition substantially in the form produced to the meeting (the "Memorandum");

(b)  to determine and approve that the Acquisition shall commence on or about 8 October 2024 and be completed (including the relevant settlements) on or about 6 November 2024; and

(c)  to approve the Memorandum and any and all other documents produced to the meeting and authorise any director, corporate secretary or other duly authorised signatory to finalise, execute and deliver on behalf of the Company the documents required to consummate the Acquisition.

The minutes of the Adjourned Meeting are available for viewing at http://www.rns-pdf.londonstockexchange.com/rns/2129H_1-2024-10-7.pdf and at the office of the Company at Office Unit 3, Floor 6, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE. The minutes of the Adjourned Meeting will be also submitted to the National Storage Mechanism and be available for inspection at data.fca.org.uk following publication.

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 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.re. 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] Imposed suspension of global depository receipts representing ordinary shares in the Company, ISIN: US37949E2046 ("GDRs") trading on the London Stock Exchange continued as of the date of publication.

 

END