Globaltrans Announces Intention to Conduct an Initial Public Offering and Listing on the London Stock Exchange
This press release is not a prospectus but an advertisement. Investors should not subscribe for any transferable securities referred to in this communication except on the basis of information in the prospectus to be published by Globaltrans Investment PLC in connection with the admission of global depositary receipts (“GDRs”) representing ordinary shares of Globaltrans Investment PLC to the Official List of the UK Financial Services Authority.
Globaltrans Investment PLC (“Globaltrans” or the “Group”), today announced its intention to launch an initial public offering (the “Offering”) of global depositary receipts (“GDRs”) representing interests in its ordinary shares. Globaltrans intends to apply for the admission of the GDRs to the Official List of the Financial Services Authority (“FSA”) and to trading on the regulated market of the London Stock Exchange.
The Offering will represent approximately 30% of total shares outstanding of the Company and will consist of both primary and secondary components.
- Globaltrans is Russia’s largest privately owned freight rail operator and the second largest freight rail operator in Russia after Russian Railways and its affiliates, including Freight One, by number of rolling stock operated. The Group provides rail freight transport and logistics services, as well as certain ancillary services to large industrial customers and medium-size corporate customers in Russia and carries customers’ cargos to destinations in Russia and Ukraine, focusing mainly on transportation of such higher-margin cargos as ferrous metals, scrap metal, and oil and oil products.
- The Group’s operating profit for the years ended 31 December 2007 and 2006 was US$ 127.6 million and US$ 76.8 million, respectively. The Group’s assets as at 31 December 2007 and 2006 were US$ 778.0 million and US$ 697.7 million, respectively.
The Global Offering
- The Offering will comprise an offering of GDRs by Globaltrans and the current shareholders to international institutional investors outside of the United States and the Russian Federation in reliance on Regulation S under the U.S Securities Act of 1933, as amended (the “Securities Act”) and to qualified institutional buyers in the United States pursuant to Rule 144A or another exemption from, or other transaction not subject to the registration requirements of the Securities Act. The Offering is subject to receipt of all necessary regulatory approvals.
- Globaltrans intends to use the gross proceeds from the primary component of the Offering to fund its current capital expenditure program for 2008, including the purchase and lease of additional rolling stock, to apply up to US$50 million of gross proceeds from the Offering to repay outstanding debt and for general corporate purposes.
- It is currently anticipated that the Offering will take place and that the GDRs will be admitted to trading on the London Stock Exchange by the end of the first half of this year.
- Deutsche Bank has been appointed as Global Coordinator and Deutsche Bank and Morgan Stanley as Joint Bookrunners for the Offering.
Commenting on today’s announcement Sergey Maltsev, CEO of Globaltrans, said:
"Demand for rail freight services in Russia is increasing strongly, as a result of firmly established economic growth and liberalisation of the sector. As the leading private operator in the rail freight sector, Globaltrans is well positioned to benefit from these trends, through our highly effective operating systems and our experienced and entrepreneurial management team. I am confident that the planned offering will give us greater access to capital and enhance our opportunities for growth and value creation in this very exciting time for the industry.”
Further information about the Offering will be announced in due course.
Globaltrans: +7 (495) 961 02 72
Priit Pedaja — Head of Investor Relations
Citigate Dewe Rogerson: +44 20 7638 9571
NOTES TO EDITORS
Globaltrans is Russia’s largest privately owned freight rail operator and the second largest freight rail operator in Russia after Russian Railways and its affiliates, including Freight One, by number of rolling stock operated. The Group provides rail freight transport and logistics services, as well as certain ancillary services to large industrial customers and medium-size corporate customers in Russia and carries customers’ cargos to destinations in Russia and Ukraine.
The Group’s key customers include member companies of a number of large Russian industrial groups active in the metals and mining, oil and oil products and other major sectors of the Russian economy, including, Evraz, Lukoil, MMK, RITEK, Rosneft Severstal and Ural Steel, as well as their affiliates and suppliers.
The Group’s modern rolling stock fleet comprises several types of railcars, including gondola (open top), cars, oil tank cars hopper cars, locomotives and platform cars. As at 31 December 2007, approximately 82 per cent. of the Group’s rolling stock was either owned or leased from third parties under finance leases, with the remainder leased from third parties under operating leases. The average age of the rolling stock owned by the Group or leased by the Group under finance leases as at 31 December 2007 was approximately 3.1 years.
Globaltrans operates through its two wholly owned operating subsidiaries, OAO New Forwarding Company and OOO Sevtechnotrans.
The Group’s operating profit for the years ended 31 December 2007 and 2006 was US$ 127.6 million and US$ 76.8 million, respectively. The Group’s assets as at 31 December 2007 and 2006 were US$ 778.0 million and US$ 697.7 million, respectively.
Some of the information in this press release may contain projections or other 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," "anticipate," "estimate," "intend," "will," "could," "may" or "might" the negative of such terms or other similar expressions. Globaltrans wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Globaltrans does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Globaltrans, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries Globaltrans operates in, as well as many other risks specifically related to Globaltrans and its operations.
Neither this press release nor any copy of it may be taken or transmitted, directly or indirectly, into the Australia, Canada, Japan, the Russian Federation or the United States. This press release does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The offer and the distribution of this press release and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is not an offer of securities for sale in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This document does not constitute an advertisement or public offer of any securities in the Russian Federation. It is not intended to be and must not be publicly distributed in the Russian Federation. The GDRs have not been and will not be registered in the Russian Federation and are not intended for “placement” or “public distribution” in the Russian Federation.
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (A) to (D) of the Order (all such persons together being referred to as “Relevant Persons”). The offered securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Shares in Globaltrans and the GDRs have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
Deutsche Bank AG and Morgan Stanley & Co. International plc are acting exclusively for Globaltrans and the selling shareholders, including Transportation Investments Holding Limited and Envesta Investments Ltd., and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients and will not be responsible to anyone other than Globaltrans and the selling shareholders for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction or arrangement referred to herein.