Listing Restructuring, EGM to Vote on Tender Offer

Globaltrans Investment PLC

13 September 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

13 September 2024

Globaltrans Investment PLC[1]

Globaltrans Announces Listings Restructuring,
Calls on EGM to Approve Tender Offer

Globaltrans Investment PLC (the "Company"; together with its consolidated subsidiaries, "Globaltrans" or the "Group") today announces that its Board of Directors unanimously approved the following decisions at its meeting on 13 September 2024:

·      The listing of the Company's global depository receipts (GDRs) on the Astana International Exchange (AIX). The move will preserve the GDRs' international listing while mitigating infrastructure risks for all shareholders.

·      The voluntary delisting of the Company's GDRs (ISIN: US37949E2046) from the London Stock Exchange (LSE), Moscow Exchange (MOEX) and SPB Exchange (SPBE)^[2]. The Company will make additional disclosures on the exact timing of both the submission of applications for the AIX listing and the LSE, MOEX and SPBE delistings, as well as the fact of the listing and delistings.

·      An Extraordinary General Meeting of Shareholders (EGM) was called for 30 September 2024 to consider and, if thought fit, approve a recommended tender offer for the Company's GDRs held through the National Settlement Depositary (NSD) and PJSC "SPB Bank" (SPB Bank) (the Tender Offer) for up to the total number of such GDRs then in issue at a price of RUB 520 per GDR. The price represents a 10% premium to the 12 September 2024 closing price of the main trading session on MOEX. The EGM materials can be accessed at http://www.rns-pdf.londonstockexchange.com/rns/1969E_1-2024-9-13.pdf

Background and rationale

The above decisions were adopted in light of the challenging regulatory background. Trading in the Company's GDRs on the LSE has been suspended since 3 March 2022, with no indication of the likely resumption in the foreseeable future.

Furthermore, due to continuing foreign restrictions on Russia's financial market infrastructure, holders of GDRs admitted to trading on MOEX and SPBE and held in the NSD and SPB Bank are currently disenfranchised; as a result, they are unable to exercise their shareholder rights.

Unlike shareholders whose GDRs are held outside the NSD and SPB Bank, following the delisting from MOEX and SPBE, shareholders whose GDRs were previously traded through these venues would not, upon the granting of the AIX listing, be eligible to trade such GDRs on AIX due to continuing infrastructure restrictions and, as such, would not have access to an organised trading venue.

Therefore, the listings restructuring approved by the Board makes it possible to streamline the Group's listing structure and to maintain a fully operational sole trading platform where the GDRs of the Company will be listed.

At the same time, the Tender Offer for shareholders holding their GDRs through the NSD and SPB Bank (whose GDRs would not be eligible for trading on AIX) provides shareholders with an opportunity to monetise their investment in Globaltrans amid current constraints on the financial market infrastructure and continued limitations on shareholder rights (including, without limitation, voting rights, receipt of dividends, GDR conversion into ordinary shares, etc.).

Taking into account the significant amount of the Company's free float - about 55% of its share capital - and the fact that GDR holders and listing venues are in various jurisdictions, while there are rights limitations for shareholders holding their GDRs through the NSD and SPB Bank (listed on MOEX and SPBE), the Board considers the resolutions proposed at the upcoming EGM to be in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends that shareholders vote in favour of the Tender Offer.

Sole international listing on AIX

With the intended listing on AIX, Globaltrans will establish a presence on an internationally integrated and strategically advantageous stock exchange in Kazakhstan.

AIX is expected to become the sole trading market for the Company's GDRs following the delisting from the LSE, MOEX and SPBE. The timing of the AIX listing will be determined by the Company's management in due course and will be subject to market conditions, completion of the necessary formalities and other factors.

No new shares or GDRs will be issued in connection with the proposed listing on AIX.

Delisting from LSE, MOEX and SPBE

Trading in the Company's GDRs on the LSE has been suspended since 3 March 2022. The Company does not currently see any indication that trading in its GDRs on the LSE will resume in the foreseeable future. The Company believes that due to the increasing tightening of infrastructure limitations, maintaining a listing of its GDRs on MOEX and SPBE no longer serves the best interests of the Company's shareholders.

The Company therefore intends to proceed with a voluntary delisting from the LSE, MOEX and SPBE. The delisting from the LSE would occur only following the listing of the Company's GDRs on AIX. The timing of the delisting will be determined by the Company's management in due course, subject to market conditions, applicable legal requirements and other factors, and will be announced separately.

The Company intends to continue to disclose the information required by the LSE, MOEX and SPBE in accordance with applicable regulations until the delisting processes are complete. Following the listing on AIX, the Company will disclose information in line with the AIX disclosure and transparency rules.

The delistings once completed would not affect the terms of the GDRs under the Company's GDR programme.

GDR Tender Offer

In conjunction with the delistings and transition to a sole listing on AIX, the GDR Tender Offer addressed to shareholders holding their GDRs through the NSD and SPB Bank is intended to be initiated by a direct or indirect subsidiary of the Company in the form of a recommended Tender Offer for up to the total number of such GDRs then in issue at a price of RUB 520 per GDR, subject to EGM approval on 30 September 2024.

The Company believes that the Tender Offer will provide an opportunity for shareholders whose GDRs are currently stuck in the MOEX and SPBE infrastructure to monetise their investment amid current financial market infrastructure limitations.

Additional Details

The completion of the listing on AIX; the delisting from the LSE, MOEX and SPBE; and the proposed Tender Offer (together the listings restructuring) are subject to the satisfaction of certain conditions, including general market conditions, receipt of the requisite approvals from the respective stock exchanges and, with respect to the Tender Offer, Globaltrans shareholders' approval at the upcoming EGM on 30 September 2024. There can be no assurance regarding the ultimate timing of the listings restructuring or that the listings restructuring will be completed. Further details of the listings restructuring will be provided at a later date and will be duly disclosed in accordance with applicable laws.

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.

---

[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.

^[2] Non-sponsored listing.

 

END