9 Nov 2010 14:28
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE 9 November 2010
OJSC "Center for Cargo Container Traffic "TransContainer""
The following Prospectus has been approved by the UK Listing Authority and is available for viewing:
Prospectus dated 9 November 2010 relating to the offering of up to 28,314,060 Global Depositary Receipts of US$8.00 each.
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/8871V_-2010-11-9.pdf
For further information, please contact
Mr. Andrey Zhemchugov
Director , Capital Markets and Investor Relations
15a Kalanchevskaya Street
Moscow 107174
Russian Federation
Telephone: +7 (499) 262 8506
A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do. In addition, the Prospectus will shortly be available to view on TransContainer's website, http://www.trcont.ru.
Important Notice
The information contained in this announcement is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any depositary receipts in the Russian Federation or to or for the benefit of any Russian person or any person in the Russian Federation, and does not constitute an advertisement of any depositary receipts in the Russian Federation. The depositary receipts have not been, nor will be, admitted to public placement and/or public circulation in the Russian Federation and may not be offered to any person in the Russian Federation except as provided by Russian law.
Neither this announcement nor the information or Prospectus contained herein, may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) ('the "United States"). Neither this announcement, nor the information contained herein may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada or Japan or to any persons in any of those jurisdictions or any other excluded territories. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States, Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Canada, Australia or Japan or to any national, resident or citizen of the United States, Canada, Australia or Japan.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of TransContainer have been, or will be, registered under the US Securities Act of 1933, as amended, and securities of TransContainer may not be offered or sold in the United States absent registration or an applicable exemption from, or transaction not subject to, the registration requirements of the US Securities Act of 1933, as amended.
This press-release is only being distributed to and is directed only 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") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this press-release relates will only be available to and will only be engaged in with relevant persons. Any person who is not a relevant person should not act or rely on this press-release or any of its contents.
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"). 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.
J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc., CJSC Investment Company Troika Dialog, TD Investments Limited and TKB Capital (CJSC) are acting exclusively for TransContainer and no one else in connection with the offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients and will not be responsible to anyone other than TransContainer for providing the protections afforded to their respective clients nor for giving advice in relation to the offering and, the contents of this announcement or any transaction or arrangement referred to herein.
In connection with the offering Morgan Stanley (the "Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may (but are under no obligation to) effect transactions in the global depositary receipts with a view to supporting the market price of the global depositary receipts at a level higher than that which might otherwise have prevailed in the open market. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final price of the global depositary receipts is made (being the date of this announcement) and, if begun, may be ended at any time, but it must end no later than 30 days after the date of such adequate public disclosure of the final price of the global depositary receipts. Any stabilization action must be conducted by the relevant Stabilizing Manager (or person(s) acting on behalf of any Stabilizing Manager) in accordance with all applicable laws and rules. Save as required by law or regulation, neither the Stabilizing Manager nor any of their agents intends to disclose the extent of any stabilization transactions conducted in relation to the Offering.
Forward-Looking Statements: Some of the information in the Prospectus published today, 9 November 2010 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.