Exercise of over-allotment option
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA OR SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Further to the announcement dated 9 December 2009 in relation to the offering (the "Offering") of GDRs of Globaltrans Investment PLC ("Globaltrans"), Globaltrans has been informed by Transportation Investments Holding Limited (“TIHL”) that it has received notice on 10 December 2009 from Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc, as Joint Global Coordinators for the Offering, of the exercise of the over-allotment option granted by TIHL to the Joint Global Coordinators and VTB Capital plc in respect of 1,867,914 GDRs.
The price per GDR sold pursuant to the over-allotment option is equal to the offer price announced on 9 December 2009, US$8.50 per GDR.
Globaltrans GDRs are traded on the London Stock Exchange under the symbol GLTR.
Following the sale of the additional GDRs pursuant to the over-allotment option, the total size of the Offering will be 20,547,057 GDRs, corresponding to a total offer size of approximately US$174.6 million.
Following the exercise of the over-allotment option, the free-float of Globaltrans represents approximately 35.2 per cent. of the issued ordinary shares of Globaltrans.
Globaltrans Investor Relations
+357 25 503 153
This is not an offer to sell, nor a solicitation of an offer to buy any securities and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners by any of their respective affiliates, officers, employees or agents as to or in relation to the accuracy or completeness of this press release, any publicly available information in respect of the Company, and any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
Any offering and any related formal documentation will be subject to conditions and termination events, including those which are customary for such offerings. Any such offering will not complete unless such conditions are fulfilled and any such termination events have not taken place or the failure to fulfil such a condition or the occurrence of a termination event has been waived, if applicable.
The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this press release) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.
No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the securities or possession or distribution of this press release or any offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
This press release and any offer when made are only addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant member state”), at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In Italy, this press release is being distributed only to, and is directed only at, qualified investors pursuant to Article 100 of Italian Legislative Decree No.58 of 24 February 1998 as amended (the “Italian Financial Services Act”) and the implementing CONSOB Regulation and Article 2(1)(e) of the Prospectus Directive.
Each person who initially acquires any securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor and each such person in Italy will be deemed to have further represented that it is a qualified investor pursuant to Article 100 of the Italian Financial Services Act and the implementing CONSOB Regulation and Article 21(1)(e) of the Prospectus Directive.
In the United Kingdom, this press release is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
This press release is not an offer of securities for sale in the United States. Neither the GDRs nor the shares represented thereby have been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Globaltrans does not intend to conduct a public offering of any securities in the United States.
The GDRs are not eligible for placement and circulation in the Russian Federation unless and to the extent otherwise permitted by Russian law. This press release does not constitute an offer, or an invitation to make offers, sell, exchange or otherwise transfer the GDRs in the Russian Federation or to or for the benefit of any Russian person or entity.
In connection with the Offering, each of the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may take up GDRs and in that capacity may retain, purchase or sell for its own account such securities and any other securities of the Company or any related investments and may offer or sell such securities or other investments otherwise than in connection with the Offering. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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 the Company. You can identify forward-looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may,” or “might,” or the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. The Company does not intend to or undertake any obligation 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 the Company’s projections or forward-looking statements, including, among others, general economic and market conditions, the Company’s competitive environment, risks associated with operating in Russia, rapid technological and market change, and other factors specifically related to the Company and its operations.