Globaltrans announces EGM to be held on 20 December 2011
Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”; LSE ticker GLTR) announces that its Board of Directors has convened an Extraordinary General Meeting of shareholders (“EGM”) to be held on 20 December 2011 at 10:00 am at the offices of the Company, 6 Karaiskakis Street, 3032 Limassol, Cyprus.
The Board of Directors has been informed by Envesta Investments Limited (beneficially owned by the management of Globaltrans, Sergey Maltsev, Chief Executive Officer, member of the Board of Directors and Alexander Eliseev, Chairman of the Board of Directors) of its intention to sell up to 3,637,117 of Globaltrans' ordinary shares, constituting 2.3% of the Company's issued share capital (“Shares”). The Board of Directors believes that the current market price of the Company's global depositary receipts (“GDRs”) does not reflect the fair value of the Group’s business. It is therefore in the interest of the Company to purchase the Shares which could potentially be used in future M&A transactions, sold to the market or cancelled.
The Board of Directors seeks the shareholders’ approval for the acquisition by the Company of the Shares pursuant to an agreement entered into with Envesta Investments Limited (which owns 14.45% of the Company), conditioned upon shareholders’ approval.
For the purpose of the acquisition the price per share will be determined as the weighted average price of the GDRs of the Company (each representing one ordinary share) on the London Stock Exchange for the five trading days prior to the date of the EGM, subject to a maximum price of USD17.46 per share.
In line with its corporate governance rules, the Board of Directors has convened the EGM to authorise the transaction. The proposed resolution can be passed if at least 75 per cent of shares (excluding the shares owned by Envesta Investments Limited) are voted in favour.
Notice of EGM and proxy forms
Notice of the EGM and resolutions proposed as well as proxy forms are available at the end of this announcement. The agreement for the purchase of Shares, which is conditioned upon shareholders’ approval, can be found here.
Globaltrans Investor Relations
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NOTES TO EDITORS
Globaltrans is Russia’s leading private freight rail transportation group and the first such group to have an international listing.
Globaltrans Investment PLC is incorporated in Cyprus with major operating subsidiaries located in Russia, Ukraine and Estonia. The Group provides freight rail transportation, railcar leasing, and certain ancillary services to clients in Russia, the CIS countries and the Baltics.
The Group’s fleet of rolling stock owned and leased under finance and operating leases amounted to 49,529 units at 30 June 2011, including 28,776 gondola cars, 20,207 rail tank cars, 56 locomotives and 490 other railcars.
The Group’s Freight Rail Turnover in the first six months of 2011 amounted to 57.5 billion tonnes-km with 36.4 million tonnes of freight transported. In the first six months of 2011 the Group’s Adjusted Revenue amounted to USD 603.6 million with Adjusted EBITDA reaching USD 256.5 million.
Globaltrans' global depositary receipts (ticker symbol: GLTR) have been listed on the Main Market of the London Stock Exchange since May 2008.
To learn more about Globaltrans, please visit www.globaltrans.com.
Some of the information in this announcement 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.
NOTICE OF EXTRAORDINARY GENERAL MEETING
AND RESOLUTIONS PROPOSED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of Globaltrans Investment PLC (“The Company”) will be held at City House, 6 Karaiskakis Street, Limassol, Cyprus on Tuesday, 20 December, 2011 at 10:00 a.m. (Cyprus time), for the transaction of the following business:
To consider and, if thought fit, pass resolutions 1 to 6 as special resolutions:
1. THAT in accordance with the provisions of article 12 of the Companies’ Law Cap 113, the Articles of Association of the Company be amended so that the following new paragraph with number 45 is added after paragraph 44 of the Articles of the Association allowing the Company to purchase its own shares and that the existing paragraphs 45 – 140 be renumbered to 46 – 141 (inclusive):
“45. PURCHASE OF OWN SHARES: Subject to the provisions of the Law, the Company may purchase its own shares (including any redeemable shares)”.
2. THAT the purchase by the Company of the Company’s own shares may be effected in an off-market purchase with the following terms and manner:
|Envesta Investments Limited
|Globaltrans Investment PLC
|Number of shares:
|up to 3,637,117 ordinary shares, constituting 2.3% of the issued share capital of the Company
|Price per share:
the lower of (i) the sum of products of Average Price of Global Depositary Receipt (“GDR”) on the London Stock Exchange (“LSE”) and respective Weight Ratio for five (5) trading days prior to the date of the present General Meeting and (ii) US$17.46 per share, where
Average Price means arithmetic mean (media) between maximum and minimum price of GDR on LSE during one trade day;
Weight Ratio means relation of trading volume during the day and aggregate volume for five (5) trading days prior to the date of the present General Meeting.
3. THAT the total of the nominal value of the shares of the Company to be purchased by the Company cannot at any material time exceed 10% of the Company’s issued share capital.
4. THAT the Company holds in its possession the shares for a maximum period of 24 months.
5. THAT all the members of the Company, relinquish and waive and do hereby relinquish and waive all of their pre-emption rights provided by the Articles of Association of the Company over all the shares to be purchased back by the Company in accordance with the terms approved hereby and that the Board of Directors be at liberty to dispose of them at their discretion.
6. THAT the Board of Directors of the Company is hereby authorised to take all and any steps necessary to implement all resolutions passed at the present Meeting.
By order of the Board of Directors
Omirou 20, Agios Nikolaos
3095 Limassol, Cyprus
28 November 2011
1. Every member entitled to attend and vote at the above mentioned extraordinary general meeting is entitled to appoint a proxy to attend and vote on his/her behalf. Such proxy need not be a member of the Company. To be valid, the relevant instrument appointing a proxy must be in the form attached to this notice of an extraordinary general meeting and if applicable the power of attorney or other authority if any under which it is signed or a notarially certified copy of that power or authority shall be delivered at the registered office of the Company, at Omirou 20, Agios Nikolaos, 3095 Limassol, Cyprus, not later than 48 hours before the time for holding the extraordinary general meeting.
To: Globaltrans Investment Plc (the “Company”)
I/We ............... of ................ being a member/members of the Company hereby appoint ............. of ........................... or failing him .......................... of ......................... as my/our proxy to vote for me/us or on my/our behalf at the Extraordinary General Meeting of the Company, to be held on 20 December 2011 and at any adjournment thereof.
Notes to Form of Proxy:
1. The Form of Proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the Company.
2. To be valid, this Form of Proxy and if applicable the power of attorney or other authority if any under which it is signed or a notarially certified copy of that power or authority must be delivered at the registered office of the Company, at Omirou 20, Agios Nikolaos, 3095 Limassol, Cyprus, not later than 48 hours before the time for holding the extraordinary general meeting.
3. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.