Last checked at 9 Dec 2009 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA OR SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
9th December 2009
GLOBALTRANS INVESTMENT PLC
PRICING OF SECONDARY OFFERING
Offering priced at US$8.50 per GDR
Globaltrans raises US$100 million, TIHL sells Globaltrans shares for US$58.8 million, resulting in a total offering size of $158.8 million ($174.7 million, if the Over-allotment Option is exercised in full)
Globaltrans to complete acquisition of 50% effective interest in OOO BaltTransServis ("BTS") at the settlement date of the Offering
Globaltrans Investment PLC ("Globaltrans" or the "Company", and together with its consolidated subsidiaries, the "Group"), (LSE ticker: GLTR), the largest private freight rail transportation group in Russia by number of owned railcars, is pleased to announce the pricing of an offering of newly issued common shares in the form of Global Depositary Receipts ("GDRs") by the Company and sale of GDRs by its controlling shareholder Transportation Investments Holding Limited ("TIHL") (together the "Offering").
The Offering comprises 11,764,705 new ordinary shares in the form of GDRs sold by the Company and 6,914,438 ordinary shares in the form of GDRs sold by TIHL, for an aggregate of 18,679,143 GDRs. TIHL has also granted to the Joint Bookrunners an option to purchase up to an additional 1,867,914 GDRs at the Offer Price, to cover over-allotments in connection with the Offering (the "Over-allotment Option").
Concurrently with the Offering, the Company is issuing 29,411,764 new ordinary shares, corresponding to US$250 million at the US$8.50 GDR offer price (the "Consideration Shares") to TIHL as consideration for the acquisition from TIHL of a 5/9 stake in Ingulana Holdings Limited, holder of 90% of OOO BaltTransServis, following which the Company will have a 50% economic interest in and control of BTS.
As a result of the Offering and the issue of the Consideration Shares the total number of outstanding issued ordinary shares in the Company will increase from 116,959,064 to 158,135,533 with TIHL maintaining its interest at 50.1% (assuming exercise in full of the Over-Allotment Option). In connection with the Offering, entities controlled by the beneficial owners of Envesta Investments Limited ("EIL"), which prior to the Offering owned 19.6% of the issued ordinary shares, are acquiring 430,000 GDRs. As a result, the company's free-float is set to increase from 30.5% to 34.0% (35.2%, if the Over-allotment Option is exercised in full).
Gross proceeds to the Company from the Offering will be US$100 million. The net proceeds from the Offering received by Globaltrans will be used for the acquisition of new rolling stock and for general corporate purposes. Globaltrans will not receive any of the proceeds from the sale of GDRs by TIHL.
Settlement and delivery of the GDRs is expected to occur on or about 14th December 2009. The GDRs to be issued in the Offering will be listed on the London Stock Exchange pursuant to the Company's existing block listing of GDRs.
Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc are acting as Joint Global Coordinators and Joint Bookrunners for the Offering, and VTB Capital plc is acting as Joint Bookrunner. UniCredit CAIB Securities UK Ltd. is acting as a Co-Lead Manager. Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc provided fairness opinions to the Board of Directors of Globaltrans with regard to the fairness of the consideration paid by the Company in connection with the acquisition of BTS from a financial point of view as of the date of the opinions.
In connection with the Offering, the Company, TIHL and EIL, have each agreed, subject to customary exceptions, to a 180 day lock-up.
Comment
Commenting on today's announcement Sergey Maltsev, CEO of Globaltrans, said:
"We are very pleased with the results of the Offering, which reflect the strong interest shown by investors during the roadshow. We believe investors have responded positively to the fundamental strengths of our business and supported our strategy of balanced growth. The successful conclusion of the Offering will enable us to increase our presence in the stable oil products and oil transportation market through the acquisition of BTS, as well as to capture the attractive opportunities which we currently see for expansion of our gondola fleet."
ENQUIRIES
Globaltrans Investor Relations
Priit Pedaja
Mikhail Perestyuk
+357 25 503 153
Important Notice
This is not an offer to sell, nor a solicitation of an offer to buy any securities and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners by any of their respective affiliates, officers, employees or agents as to or in relation to the accuracy or completeness of this press release, any publicly available information in respect of the Company, and any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
Any offering and any related formal documentation will be subject to conditions and termination events, including those which are customary for such offerings. Any such offering will not complete unless such conditions are fulfilled and any such termination events have not taken place or the failure to fulfil such a condition or the occurrence of a termination event has been waived, if applicable.
The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this press release) 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 giving advice in relation to the Offering or any transaction or arrangement referred to herein.
No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the securities or possession or distribution of this press release or any offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
This press release and any offer when made are only addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each, a "relevant member state"), at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In Italy, this press release is being distributed only to, and is directed only at, qualified investors pursuant to Article 100 of Italian Legislative Decree No.58 of 24 February 1998 as amended (the "Italian Financial Services Act") and the implementing CONSOB Regulation and Article 2(1)(e) of the Prospectus Directive.
Each person who initially acquires any securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor and each such person in Italy will be deemed to have further represented that it is a qualified investor pursuant to Article 100 of the Italian Financial Services Act and the implementing CONSOB Regulation and Article 21(1)(e) of the Prospectus Directive.
In the United Kingdom, this press release is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
This press release is not an offer of securities for sale in the United States. Neither the GDRs nor the shares represented thereby have been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Globaltrans does not intend to conduct a public offering of any securities in the United States.
The GDRs are not eligible for placement and circulation in the Russian Federation unless and to the extent otherwise permitted by Russian law. This press release does not constitute an offer, or an invitation to make offers, sell, exchange or otherwise transfer the GDRs in the Russian Federation or to or for the benefit of any Russian person or entity.
In connection with the Offering, each of the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may take up GDRs and in that capacity may retain, purchase or sell for its own account such securities and any other securities of the Company or any related investments and may offer or sell such securities or other investments otherwise than in connection with the Offering. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
In connection with the Offering, Deutsche Bank AG, London Branch (the "Stabilising Manager") (or any agent or other person acting for the Stabilising Manager), may over-allot GDRs up to a maximum of 10 per cent. of the total number of GDRs comprised in the Offering or effect other stabilisation transactions with a view to supporting the market price of the GDRs at a higher level than that which might otherwise prevail in the open market. Such stabilisation activities may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the announcement of the offer price and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions, and there can be no assurance that stabilising transactions will be undertaken. Such stabilising, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the GDRs above the offer price. Save as required by law or regulation, the Stabilising Manager does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.
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Forward-Looking Statements: Some of the information in this press release 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. These statements are only predictions and actual events or results may differ materially. The Company does not intend to or undertake any obligation 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 the Company's projections or forward-looking statements, including, among others, general economic and market conditions, the Company's competitive environment, risks associated with operating in Russia, rapid technological and market change, and other factors specifically related to the Company and its operations.