Last checked at 16 May 2012 07:00
For immediate release 16 May 2012
Globaltrans Investment PLC
Globaltrans completes acquisition of 100%
of Metalloinvesttrans for USD 540 million
Globaltrans Investment PLC ("Globaltrans" or the "Company", and together with its consolidated subsidiaries, the "Group"; LSE ticker: GLTR) today announces that it has completed the acquisition of 100% of LLC Metalloinvesttrans ("MIT"), the captive freight rail transportation operator of Metalloinvest, a leading global iron ore and HBI producer based in Russia. The acquisition, for USD 540 million on a cash and debt free basis, includes a three-year contract to provide freight rail transportation and logistics services to Metalloinvest.
The transaction is expected to be earnings per share accretive and will enable Globaltrans to further enhance its position as a leading independent private freight rail group in Russia.
MIT has been acquired through OJSC New Forwarding Company, a 100% subsidiary of Globaltrans, and has been financed through the use of the Group's own funds and from credit facilities.
About LLC Metalloinvesttrans
Metalloinvesttrans ("MIT") operated 9,202 railcars of which 8,256, including 7,851 gondola cars, were owned as at 31 December 2011. The owned fleet had an average age of approximately 8.7 years. MIT manages rail logistics of Metalloinvest cargo volumes using its owned and leased-in railcar fleet as well as engaged fleet from third-party operators. MIT, including the engaged third-party fleet, handled 44.2 million tonnes in 2011 with a focus on metallurgical cargoes (83%) as well as coal (10%) and other cargoes (7%).
In 2011, MIT had Adjusted Revenue[1],[2] of USD 344 million, Adjusted EBITDA1,[3] of USD 140 million and an Adjusted EBITDA Margin of 41%[4].
MIT, which was established by Metalloinvest in 2005, has its main office in Moscow and four regional offices at the sites of the major production facilities of Metalloinvest.
About Globaltrans Investment PLC
Globaltrans is a leading private freight rail transportation group in Russia and the first such group to have an international listing.
Globaltrans Investment PLC is incorporated in Cyprus with its 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 47,580 units at 31 December 2011, including 26,607 gondola cars, 20,427 rail tank cars, 56 locomotives and 490 other railcars.
The Group's Freight Rail Turnover[5] in 2011 was 110.6 billion tonnes-km with 69.6 million tonnes of freight transported. In 2011 the Group's Adjusted Revenue[6] was USD 1,177 million with Adjusted EBITDA[7] reaching USD 505 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.
ENQUIRIES
Globaltrans Investor Relations
Mikhail Perestyuk
+357 25 503 153
irteam@globaltrans.com
For international media
Holloway & Associates
Laura Gilbert / Zoe Watt
+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 or MIT. 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 or MIT, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries Globaltrans or MIT operates in, as well as many other risks specifically related to Globaltrans or MIT and its respective operations.
This announcement contains certain operational and financial information concerning MIT, obtained by the Group in connection with a limited due diligence process carried out prior to the acquisition of MIT. Accordingly, the Group has had only a limited opportunity to collect and review this information, and has not been able to confirm its completeness, accuracy or fairness. The financial information in this announcement concerning MIT is based on the financial statements of MIT prepared in accordance with International Financial Reporting Standards and presented in Russian roubles. Financial information for MIT shown in US dollars in this presentation has been converted from Russian roubles at the exchange rates indicated, unless otherwise stated.
[1]Converted into USD at USD/RUB exchange rate of USD1:RUB29.3948.
[2]Adjusted Revenue for MIT (a non-GAAP financial measure) is calculated as "Revenue" less "Infrastructure and locomotive tariffs: loaded trips" (derived from management
accounts) and "Infrastructure and locomotive tariffs: engaged fleet" (derived from management accounts).
[3]Adjusted EBITDA for MIT (a non-GAAP financial measure) represents EBITDA for MIT excluding "Foreign exchange gain/(loss) on operating activities, net", "Gain/(loss) on
disposal of property, plant and equipment", "Social costs" and "Other (expenses)/income".
[4]Adjusted EBITDA Margin (a non-GAAP financial measure) calculated as Adjusted EBITDA divided by Adjusted Revenue.
[5]Freight Rail Turnover is a measure of freight carriage activity over a particular period calculated as sum of tonnage of each loaded trip multiplied by the distance of each
loaded trip, expressed in tonnes-km.
[6]Adjusted Revenue (a non-GAAP financial measure) is calculated as "Total revenue" less "Infrastructure and locomotive tariffs: loaded trips".
[7]Adjusted EBITDA (a non-GAAP financial measure) represents EBITDA excluding "Net foreign exchange transaction losses on financing activities", "Share of profit of associates", "Other gains-net", "Loss on sale of property, plant and equipment" and "Reversal of impairment charge for property, plant and equipment".