Last checked at 25 Mar 2013 07:02
For immediate release 25 March 2013
Globaltrans Investment PLC
Notification of changes to shareholding structure
Globaltrans Investment PLC (the "Company" and together with its consolidated subsidiaries "Globaltrans" or the "Group"; LSE ticker GLTR) has been informed by its 34.5% shareholder Transportation Investments Holding Limited ("TIHL") that the three ultimate beneficial owners of TIHL will hold their stakes in Globaltrans directly through Maple Valley Investments Ltd, Marigold Investments Ltd and Onyx Investments Ltd (the "SPVs") in equal proportions. These changes became effective on 22 March 2013. Konstantin Nikolaev, Nikita Mishin and Andrey Filatov (the "Shareholders") will each continue to hold 11.5% of Globaltrans' ordinary share capital through their respective SPVs.
The Shareholders informed the Company that they have entered into a comprehensive shareholders' agreement through their respective SPVs. This agreement is intended to provide continuity and coordination with regards to the strategic development of the Company and includes typical provisions for such agreements such as commitments not to compete with the Company, rights of first refusal in connection with disposals and a limitation on the sale of shares to the market by the Shareholders of no more than 1% of the total share capital of the Company per annum.
The Shareholders confirmed their intention to maintain their stakes in Globaltrans at the present level and have made clear their continued support for Globaltrans' strategy and management team as well as for the Company's dividend policy of distributing not less than 30% of the imputed consolidated net profit of the Company. The Shareholders support the election of the new Board of Directors of Globaltrans as announced today including the appointment of two additional independent directors.
On behalf of the Shareholders, Nikita Mishin commented: "Since its establishment, Globaltrans has rapidly evolved from a "start up" to being an industry leader with strong market positions and sizable growth potential. As a strategic shareholder, we supported the Group and its management and will continue jointly to do so. Globaltrans remains our key rail infrastructure asset. This change has no impact on our joint holdings in other companies including Global Ports Investments PLC where TIHL remains one of two equal strategic partners."
Notes on Globaltrans' shareholder structure
Following the changes announced today, the shareholder structure of Globaltrans will be:
·; Free float of approximately 54.5%;
·; Konstantin Nikolaev, Nikita Mishin and Andrey Filatov each hold 11.5% through their respective SPVs;
·; Envesta Investments Limited, which is beneficially owned by Sergey Maltsev, Chief Executive Officer and Executive Director of Globaltrans, and Alexander Eliseev, Non-executive Director of Globaltrans, owns 8.8%;
·; Other entities controlled by Directors and management of Globaltrans hold 2.2% (including 2.0% held by Litten Investments Ltd, a company beneficially owned by Alexander Eliseev, Non-executive Director of Globaltrans).
ENQUIRIES
Globaltrans Investor Relations
Mikhail Perestyuk
+357 25 503 153
irteam@globaltrans.com
TIHL / N-Trans Investor Relations
Priit Pedaja
+7 985 991 4522
priit.pedaja@ntransgroup.ru
For international media
Holloway & Associates
Laura Gilbert / ZoeWatt
+44 20 7240 2486
globaltrans@rholloway.com
LEGAL DISCLAIMER
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.