Globaltrans announces results of its Annual General Meeting of shareholders
Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”; LSE/MOEX ticker: GLTR) today announces that the Company held its Annual General Meeting of shareholders (“AGM”) on 26 April 2022 under the chairmanship of Mr. Sergey Maltsev, Chairman of the Board.
The AGM was held at 4 Profiti Ilia Street, 4046 Germasogeias, Limassol, Cyprus and had a quorum of 178,740,916 shares present, corresponding to 100% of the issued and outstanding shares.
The AGM passed the following ordinary resolutions by a majority of members:
- The consolidated and parent Company audited financial statements together with the management’s and independent auditors’ reports for the financial year ended 31 December 2021 were approved;
- The decision not to distribute a final dividend for the year 2021 in accordance with the recommendation of the Board of Directors of the Company (“the Board”) was approved;
- PricewaterhouseCoopers Limited was re-appointed as auditor of the Company to hold office until the conclusion of the next general meeting at which the accounts are laid before the Company. The Board was authorised to determine the remuneration of the auditor;
- The following 15 directors were appointed to the Board: J. Carroll Colley, Johann Franz Durrer, Alexander Eliseev, Andrey Gomon, Vasilis P. Hadjivassiliou, Sergey Maltsev, Elia Nicolaou, George Papaioannou, Melina Pyrgou, Konstantin Shirokov, Alexander Storozhev, Alexander Tarasov, Michael Thomaides, Marios Tofaros and Sergey Tolmachev (together, the “Directors”). Each of the Directors was appointed for one year until the conclusion of the Company’s next AGM, which will take place in 2023.
The AGM also approved, by a majority of over three fourths of members, the special resolution and generally and unconditionally authorised the Board to start a new buy-back programme (the “Programme”) and make market purchases of its Global Depositary Receipts (representing ordinary shares in the Company) listed on the Main Market of the London Stock Exchange and/or on the Moscow Exchange (the “GDRs”), in such manner as the Board may from time to time determine, subject to the provisions of the Companies Law, Cap. 113 (as amended) and the following conditions:
a) The maximum number of GDRs authorised to be acquired shall not exceed (together with the GDRs already held by the Company) 10% of the share capital of the Company;
b) The minimum price (exclusive of expenses) which may be paid for each GDR is its nominal value;
c) The maximum price (exclusive of expenses) which may be paid for each GDR on the London Stock Exchange is the higher of: (i) five per cent above the average of the middle market quotations of a GDR as derived from the London Stock Exchange Daily Official List during the period of five trading business days immediately prior to such purchase; and (ii) an amount equal to the higher of the price of the last independent trade of a GDR and the highest current independent bid for a GDR on the trading venue where the purchase is carried out;
d) The maximum price (exclusive of expenses) which may be paid for each GDR on the Moscow Exchange is the higher of: (i) the price of the last independent trade on the Moscow Exchange during the daily prime session T+; or (ii) the maximum independent bid on the Moscow Exchange daily prime session T+.
e) For the purposes of (c) and (d) above, in respect of buyback transactions (other than by means of a tender offer) undertaken on the Moscow Exchange or the London Stock Exchange, the broker will calculate the maximum price in accordance with the price of the last independent trade of a GDR and the highest current independent bid for a GDR on the exchange on which the transaction is proposed to be carried out, unless the Board decides otherwise;
f) Payment for the purchased GDRs shall be made through the Company’s realised and undistributed profits;
g) This authority shall expire at the close of the Annual General Meeting of the Company to be held in 2023 or 12 months from the date of this resolution (whichever is earlier);
h) A contract to purchase GDRs under this authority may be made before the expiry of this authority; and
i) The Company may hold any GDRs (and the shares represented by such GDRs) acquired pursuant to the authority granted by this resolution for a maximum period of two years from the date of acquisition of the GDRs concerned;
j) During the period of the buy-back programme the Company may dispose of (including but not limited to cancelling - subject to Cyprus courts’ approval as required by applicable law), selling, transferring, pledging, etc.) GDRs acquired in buy-back transactions from the market by a decision approved by the Board.
Purchases will be carried out in compliance with the relevant conditions for trading, as well as restrictions regarding pricing, timing and volume, and may take place in multiple instalments over the course of the Programme with details of any such purchase released via the Regulatory News Service of the London Stock Exchange and published on the Company's corporate website. The Company may appoint an independent third party to carry out the Programme as an agent or independently of the Company.
The Minutes of the AGM are available for viewing at the office of the Company at 4 Profiti Ilia Street, 2nd floor, 4046 Germasogeias, Limassol, Cyprus, and will be uploaded to the National Storage Mechanism and be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism following publication.
Mikhail Perestyuk / Daria Plotnikova
+357 25 328 860
For Russian media
+357 25 328 863
For international media
+44 7799 413351
NOTES TO EDITORS
Globaltrans Investment PLC (“Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) is a leading freight rail transportation group with subsidiary operations across Russia, the CIS and the Baltic countries.
The Company was founded in 2004 by a group of entrepreneurs who combined their freight rail businesses under the single brand Globaltrans. These founders remain key shareholders of the Group.
Throughout its years of operation, the Company has pursued a prudent approach to investment, expanding its fleet both by means of organic growth and through the acquisition of other rail operators. Globaltrans’ total fleet is currently almost three times larger than it was at the time of the Company’s IPO in 2008.
The Group’s dividend policy establishes a transparent and straightforward approach to the payment of dividends and is supported by a long history of delivering attractive shareholder remuneration.
Globaltrans global depositary receipts (GDRs) have been traded on the Main Market of the London Stock Exchange (ticker symbol: GLTR) since May 2008 and on the Level One quotation list of the Moscow Exchange since October 2020 (ticker symbol: GLTR).
Due to its vast logistics capabilities, the Group is able to efficiently manage industrial cargo flows, transporting metallurgical cargoes, oil products and oil, coal and construction materials. The Group serves a broad range of clients in Russia and the CIS including some of Russia’s leading companies.
Globaltrans has a total fleet (including owned and leased in under finance and operating leases) of more than 69 thousand units as of the end of 2021, of which about 94% are owned by the Company. The core of the fleet is universal gondola cars used for a broad range of bulk cargoes (69% of total fleet) and tank cars for transporting oil products and oil (28% of total fleet). Globaltrans also manages its own fleet of mainline locomotives with 71 units that mostly provide traction for its block trains.
The Group’s logistics management principally aims to provide reliable services, responding promptly and flexibly to customer needs, while achieving a good level of profitability for the business. The main component of the Group’s centralised logistics system is its single dispatching centre that monitors every aspect of Globaltrans’ fleet operation. By effectively managing shipments and routes, Globaltrans ensures high utilisation of its fleet and achieves maximum productivity and quality of service.
Additional information on Globaltrans is available at www.globaltrans.com.
Information contained in this announcement concerning Globaltrans Investment PLC, a company organised and existing under the laws of Cyprus (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) is for general information purposes only. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. The Company relies on information obtained from sources believed to be reliable but does not guarantee the accuracy or completeness of such information.
The information in this announcement is subject to verification, completion and change. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this announcement. 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 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.
This announcement does not constitute, and should not be construed as, a prospectus or offering document for securities of the Company. This announcement does not constitute or form part of, and should not be construed as an offer for sale or subscription of or a solicitation or invitation to subscribe for or purchase any securities of the Company in any jurisdiction, and nothing contained in this announcement shall form the basis of or be relied on in connection with any contract or commitment whatsoever; in particular it must not be used in making any investment decisions.
This announcement may contain 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”, “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 concerning, among other things, Globaltrans’ results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates. 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. 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 information contained in this announcement or on its completeness, accuracy or fairness.
 Including 422,657 GDRs (representing the same amount of ordinary shares) that are being held in treasury and thus excluded from voting.
 Imposed suspension of GDRs trading on the London Stock Exchange continued as of the date of publication.