Globaltrans S Regulatory News (GLTR)

*** NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, THE RUSSIAN FEDERATION, CANADA OR JAPAN OR IN TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL ***

This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and investors should not subscribe for or purchase any GDRs referred to in this announcement except on the basis of information in the offering memorandum (the "Offering memorandum") to be published by Globaltrans Investment PLC (the "Company") in due course in connection with the "Offering" (as defined below). Copies of the Offering Memorandum will, following publication, be available from the Company's registered office at Omirou 20, Agios Nikolaos, P.C. 3095, Limassol, Cyprus.

For immediate release 9 July 2012

Globaltrans Investment PLC

Launch of Offering of GDRs to raise approximately USD 450 million

Price range of US$16.00 to US$17.25 per GDR

Update on Q1 2012 results

Additional business and financial information on LLC Metalloinvesttrans ("MIT")

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 the launch of an offering of its shares in the form of Global Depositary Receipts ("GDRs") to raise approximately USD 450 million ("the Offering"), excluding the over-allotment option.

Globaltrans today also published its results for the three months ended 31 March 2012 which demonstrate a continuation of the Group's strong performance (further details below).

Offering Details

The Offering will comprise a primary component of approximately USD 400 million in the form of GDRs issued against shares sold by the Company [1], and a secondary component of approximately USD 50 million in the form of GDRs issued against existing shares sold by Transportation Investments Holding Limited ("TIHL"), the controlling shareholder of Globaltrans. TIHL is expected to grant the underwriters an over-allotment option to purchase up to an additional USD 50 million in the form of GDRs at the offer price. One GDR represents an interest in one ordinary share.

The price range for the offer is US$16.00 to US$17.25 per GDR. Following the Offering, the Company's free float is expected to be approximately 48% of its issued share capital (assuming full exercise of the over-allotment option).

Certain members of management have expressed an intention to purchase GDRs in the Offering.

The roadshow for the Offering will commence today.

Globaltrans' strategy is to continue expanding its business as the Russian freight rail market liberalises and consolidates further. The Group believes that it is well-positioned to further capitalise on growth opportunities in the Russian freight rail market, as evidenced by the recently completed acquisition of LLC Metalloinvesttrans ("MIT") and significant railcar purchases.

·; On 15 May 2012, Globaltrans completed the acquisition of 100% of MIT, the former captive freight rail transportation operator of Metalloinvest with 8,256 railcars [2] in ownership, for USD 540 million, financed through the Group's existing funds and borrowings under a new credit facility;

·; In order to capitalise on continued robust customer demand combined with attractive prices for rolling stock, the Group increased its purchases of railcars in the final months of 2011. Since that time, the Group has contracted to purchase 10,958 railcars, of which more than 90% have been delivered and deployed as at 5 July 2012.

The above has resulted in the Group's Owned Fleet [3] increasing by 47% since the year end 2011 and is expected to take the Group's Total Fleet [3] to approximately 64,000 units [4] by the end of August 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 and its principal shareholders TIHL and the shareholding entities owned by the Group's management ("Principal Shareholders"), subject to certain customary exceptions.

The GDRs to be issued in the Offering will be listed on the London Stock Exchange ("LSE") pursuant to the Company's existing block listing of GDRs. The Company's existing GDRs are already admitted to the Official List and to trading on the Main Market of the LSE.

First Quarter 2012 results - strong performance with increased profitability

·; The Group's Adjusted Revenue [3] in Q1 2012 rose 5.3% to USD 304.9 million from USD 289.6 million in Q1 2011, reflecting a 20% increase in Net Revenue from Operation of Rolling Stock per railcar [3] and a temporary decrease in the Average Rolling Stock Operated [3] due to a reduction in the number of Leased-in Fleet [3] ahead of new railcar deliveries;

·; The Group's Adjusted EBITDA [3] in Q1 2012 increased 25.1% to USD 153.3 million from USD 122.5 million in Q1 2011;

·; The Group also achieved a significant improvement in its Adjusted EBITDA Margin [3] which increased to 50.3% in Q1 2012 compared to 42.3% for the same period in the previous year, mainly due to the substitution of Leased-in Fleet [3] with newly-acquired railcars and an increase in Net Revenue from Operation of Rolling Stock per railcar [3];

·; Earnings per Share of USD 0.52 in Q1 2012 represents an increase of 33.4% compared to Q1 2011.

See Appendix 1 to this release for further information. The full set of consolidated interim financial information (unaudited) for the three months ended 31 March 2012 are available to download here

http://www.rns-pdf.londonstockexchange.com/rns/1894H_-2012-7-9.pdf

Additional business and financial information on MIT

Globaltrans is also issuing additional business and financial information on MIT following the completion of the acquisition on 15 May 2012. This information includes further details of MIT's business as well as certain operating and financial information and unaudited pro forma financial information as at and for the year ended 31 December 2011. See Appendices 2 and 3 of this release for further information.

Sergey Maltsev, Chief Executive Officer of Globaltrans, commented:

"Today's excellent first quarter results confirm Globaltrans' success in generating consistent and profitable growth for its shareholders while investing for further value creation."The steps we have taken already this year to expand our railcar fleet, both organically and by acquisition, place us in a strong position to build on this good performance. In particular, the rapid and efficient deployment of more than 90% of the almost 11,000 new railcars we purchased since the final months of 2011 attests to the strong demand for our services and has significantly increased our capacity to serve our customers' requirements. Looking ahead, the Offering we have announced today will allow us to take advantage of further opportunities that arise as we respond to the demands of our customer base.

"In a railcar market that is ripe for consolidation there are clear signs that major companies are looking to outsource their freight rail transportation to an operator of Globaltrans' quality that can serve all their needs. Our expanded and modern fleet and excellent operating capabilities allied with long-term client relationships mean we are very well-positioned to capitalise on this important trend."

Footnotes

[1] The Offering is expected to include 3,637,117 treasury shares currently held by the Company.

[2] As at 31 March 2012

[3] See definitions of certain capitalised terms in Appendix 4.

[4] 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.

Further information is available in the Appendices listed below which are available to download here http://www.rns-pdf.londonstockexchange.com/rns/1894H_1-2012-7-9.pdf

·; Appendix 1 - Unaudited condensed consolidated interim financial information and other information as at and for the three months ended 31 March 2012 for Globaltrans;

·; Appendix 2 - Business and Financial Information of MIT;

·; Appendix 3 - Unaudited Pro Forma Financial Information relating to the MIT Acquisition; and

·; Appendix 4 - Certain Defined Terms.

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

About Globaltrans Investment PLC 

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 [3] 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 [3] was 144.9 billion tonnes-kilometres with Pro Forma Adjusted Revenue [3] of USD 1,489 million and Pro Forma Adjusted EBITDA [3] 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 [3] of approximately 64,000 [4] 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.

The Group's current Principal Shareholders are: Transportation Investments Holding Limited ("TIHL"), controlling a 50.10% interest in the Company and management of Globaltrans (Alexander Eliseev, Chairman of the Board of Directors and Sergey Maltsev, Chief Executive Officer) who have a combined holding of 12.23% beneficial interest in the Company through Envesta Investments Limited and other entities. The current free float of the Company pre-Offering is 35.31%.

TIHL is one of the largest privately owned transportation and infrastructure groups in Russia, the CIS and the Baltic countries with strategic interests in freight rail transportation, port operations and infrastructure development. TIHL carries out its business under the brand name N-Trans and is ultimately controlled by a company beneficially owned by Konstantin Nikolaev, Nikita Mishin and Andrey Filatov.

To learn more about Globaltrans, please visit www.globaltrans.com.

Legal Disclaimer

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 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.

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.