Pricing Announcement USD 16.50 PER GDR
Globaltrans Investment PLC (“Globaltrans” or the “Company”, and together with its consolidated subsidiaries, the “Group”; LSE ticker: GLTR), a leading private freight rail transportation group with operations in Russia, the CIS and the Baltic countries, today announces that it has priced the offering of its shares in the form of Global Depositary Receipts (“GDRs”) at USD 16.50 per GDR, with one GDR representing an interest in one ordinary share. In response to investor demand, the total size of the Offering was increased to around USD 520 million from an initial total size of USD 500 million, including the over-allotment option.
The Offering consists of 28.5 million GDRs, excluding the over-allotment option. This comprises a primary component of USD 400 million in the form of GDRs representing shares issued and sold by the Company (including 3,637,117 treasury shares), and a secondary component of around USD 70 million in the form of GDRs representing existing shares sold by Transportation Investments Holding Limited (“TIHL”), the controlling shareholder of Globaltrans.
In addition, TIHL has granted the Joint Bookrunners an over-allotment option to purchase up to an additional 3.03 million GDRs at the offer price, representing up to USD 50 million. The over-allotment option is exercisable for a period beginning today and ending on the 30th calendar day from today.
The Offering was significantly oversubscribed. In addition, certain members of the Group’s management and the Board of Directors purchased a total of USD 3.9 million in the form of GDRs in the Offering.
Globaltrans’ free float post-offering will increase to approximately 48.7% of its issued share capital assuming full exercise of the over-allotment option.
Conditional trading in the GDRs on the London Stock Exchange is expected to commence today and unconditional trading on the London Stock Exchange is expected to commence on or around 17 July 2012.
Deutsche Bank, J.P. Morgan, Morgan Stanley and Troika Dialog are acting as Joint Global Coordinators and Joint Bookrunners for the Offering.
Following the transaction there shall be a lock-up period of 180 days for the Company, TIHL and the shareholding entities controlled by the Group’s management, subject to certain customary exceptions.
Sergey Maltsev, Chief Executive Officer of Globaltrans, commented:
“Appetite for our growth strategy, which capitalises on the opportunities that liberalisation and consolidation of the Russian freight rail sector present, is reflected in the strong demand we have seen from investors. Our track record of profitable growth and our ability to deliver value to shareholders have underpinned the success of our Offering, which was significantly oversubscribed. We thank our new and existing shareholders for their support and for the mandate they have given us to continue to develop our business and remain a leader in the industry.”
Andrey Filatov, a founder and shareholder of TIHL, added:
“Russia continues to be a strong growth market and the high level of interest shown by investors from the UK, the US, Europe and beyond recognises the attractions of a company such as Globaltrans with its excellent financial performance, strong management team and clearly defined strategy.”
Globaltrans Investor Relations
+357 25 503 153
For international media
Holloway & Associates
Laura Gilbert / Zoe Watt
+44 20 7240 2486
NOTES TO EDITORS
Globaltrans is a leading private freight rail transportation group with operations in Russia, the CIS and the Baltic countries. Based on Rosstat data and the Group’s management accounts, the market share of the Group on a pro forma basis for the MIT acquisition was 7% of the overall Russian freight rail Transportation Volume in 2011.
The Group provides services to more than 650 customers and its key customers include companies in, or suppliers to, a number of large Russian industrial groups in the metals and mining and the oil products and oil sectors. In 2011, the Group’s Pro Forma Freight Rail Turnover was 144.9 billion tonnes-kilometres with Pro Forma Adjusted Revenue of USD 1,489 million and Pro Forma Adjusted EBITDA of USD 646 million.
Following the recent acquisition of MIT and new contracts for the purchase of railcars, the Group is expected to have a Total Fleet of approximately 64,0001 units by the end of August 2012.
Globaltrans was the first freight rail transportation group with operations in Russia to have an international listing of global depositary receipts (GDRs) and its GDRs (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.
The information contained in this document is not for release, publication or distribution in whole or in part in or into the United States. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of the securities referred to in this document in the United States.
These materials and information contained herein are not a public offer or advertisement of securities in the Russian Federation and are not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or entity, unless and to the extent otherwise permitted under Russian law, and must not be made publicly available in Russia. Information contained in this document is intended only for persons who are "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be made available to any persons who are not Russian QIs or otherwise permitted under Russian law to access such information. The GDRs and other mentioned securities have not been and will not be registered in Russia and are not intended for “placement”, “public circulation” , “offering” or “advertising” (each as defined in Russian law) in the Russian Federation except as permitted by Russian law.
The information contained in this document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) 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
1 Assuming the leased-in fleet of Globaltrans remains at approximately the same levels as at 31 March 2012 and the termination of railcar lease-in arrangements by MIT. Being referred to as "relevant persons"). The 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 document or any of its contents.
This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the relevant member state, together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents. No Prospectus will be prepared in connection with the Offering.
Only for distribution to Australian "exempt investors" as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) (Corporations Act) or "wholesale clients" as defined in Chapter 7 of the Corporations Act.
The information contained in this document is restricted and is not for distribution in whole or in part in Canada or Japan.
Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, each of which is authorised and regulated in the United Kingdom by the FSA, and SIB (Cyprus) Limited, are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person 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 providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, SIB (Cyprus) Limited or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
In connection with the Offering, one or more of the underwriters shall be appointed to act as stabilising manager (the "Stabilising Manager"), and it or persons acting on its behalf, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot the GDRs or effect other stabilisation transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market for a limited period after the issue date. However, the Stabilising Manager is not required to enter into such transactions. Such stabilising, if commenced, may be discontinued at any time without prior notice, and may only be undertaken during a period of 30 days after the announcement of the offer price of the GDRs. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.
Forward Looking Statements
Some of the information in these materials 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. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company 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 the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.