Last checked at 6 Nov 2009 16:30
For Immediate Release
6 November 2009
Globaltrans announces Extraordinary General Meeting of shareholders to be held on November 23rd, 2009
Globaltrans Investment PLC ("Globaltrans", "The Company" or together with its consolidated subsidiaries "The Group"), (LSE ticker: GLTR), announces that at a meeting on November 6th, 2009, the Board of Directors of Globaltrans called an Extraordinary General Meeting of shareholders to be held at City House, 6 Karaiskakis Street, Limassol, Cyprus on Monday, November 23rd, 2009 at 10:00 (Cyprus time), to consider and, if thought fit, pass the following resolutions in accordance with the rules set out in section 59A of the Companies Law, CAP.113 (as amended): 1. "That the authorised share capital of the Company be increased from US$11,695,906.40 divided into 116,959,064 ordinary shares of US$0.10 each to US$23,391,812.80, divided into 233,918,128 ordinary shares of US$0.10 each by the creation of an additional 116,959,064 ordinary shares of US$0.10 each, which will rank pari passu in all respects with the existing ordinary shares of the capital of the Company."
2. "That the pre-emption rights of existing members of the Company in relation to the aforesaid 116,959,064 ordinary shares in the Company of $0.10 each be disapplied in accordance with article 16 of the Articles of Association and Section 60B.(5) of the Companies Law, CAP.113 (as amended), for a period of 12 months from the date of the Extraordinary General Meeting at which this resolution is approved, and that those shares be available to be allotted by the Board of Directors of the Company to such persons as the Board of Directors of the Company may from time to time decide in order to give effect to the Company's investment programme and for general corporate and working capital purposes, for such consideration as determined by the Board of Directors of the Company, provided that the shares shall not be issued for less than the nominal value of the shares to be allotted as aforesaid."
Commenting on the proposed resolution of an Extraordinary General Meeting of shareholders, Alexander Eliseev, Chairman of the Board of Directors of Globaltrans, said:
"The post-crisis market may offer us interesting opportunities for both organic and non-organic growth which we may want to finance by issuing new equity. Favourable prices of new railcars along with the recovering railway transportation industry have created a good investment environment for Globaltrans in which we will resume with our CAPEX programme. Therefore the Board of Directors of Globaltrans proposed today to convene the EGM in order to increase the authorized share capital and disapply the pre-emptive rights of Globaltrans' existing shareholders for a period of 12 months."
Notes:
1. Every holder of the Company's ordinary shares entitled to attend and vote at the above mentioned extraordinary general meeting is entitled to appoint a proxy to attend and vote on his/her behalf. Such proxy need not be a member of the Company. To be valid, the relevant instrument appointing a proxy must be in the form attached to the notice of an extraordinary general meeting and if applicable the power of attorney or other authority if any under which it is signed or a notarially certified copy of that power or authority shall be delivered at the registered office of the Company, at Omirou 20, Agios Nikolaos, 3095 Limassol, Cyprus, not later than 48 hours before the time for holding the extraordinary general meeting.
2. Holders of GDRs will receive a written request containing voting instructions by which he/she may give instructions to the Depositary to vote for or against each resolution. Such request will include details as to the steps GDR holders need to take in order to give such instructions.
Enquiries
Globaltrans Investor Relations
Priit Pedaja
Mikhail Perestyuk
+357 25 503 153
The Bank of New York Mellon Investor Services
Phone: +1 888 BNY ADRS (1 888 269 2377); +1 201 680 6825
Email: shrrelations@bnymellon.com
Notes to Editors
Globaltrans (Globaltrans Investment PLC together with its subsidiaries - "Globaltrans" or "The Group") is the largest private freight rail operator group in Russia by the size of owned rolling stock fleet (based on publicly available information) and the first and only to have an international listing.
Globaltrans Investment PLC is incorporated in Cyprus and has operating subsidiaries in Russia, Ukraine and Estonia. The Group provides freight rail transportation, railcar leasing, and associated services to large industrial and medium sized corporate customers. It carries customers' cargoes to more than 25,000 destinations in Russia and Ukraine. Globaltrans' rolling stock fleet is one of the most modern in Russia with 26,347 railcars of average age of 4.5 years as of 30 June 2009. The Group employs 534 employees. In 2008 the Group's freight rail turnover totaled 61.7 billion tonnes-km with 33.3 million tonnes of freight transported. In 2008 Globaltrans recorded revenue of USD 660.9 million with adjusted EBITDA amounting to USD 250.3 million.
Globaltrans' global depositary receipts are listed on the Main Market of the London Stock Exchange under the ticker GLTR since May 2008.
To learn more on Globaltrans, please visit www.globaltrans.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.