REG - Globaltrans Inv PLC - Changes in shareholder structure

Globaltrans InvestmentAnnouncement

15/01/2024 07:00

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RNS Number : 6111Z  Globaltrans Investment PLC  15 January 2024

 

 For immediate release  15 January 2024

 

 

Globaltrans Investment PLC 1 

 

Changes in shareholder structure

 

Globaltrans Investment PLC (the "Company" and together with its consolidated
subsidiaries "Globaltrans" or the "Group"), (LSE/MOEX ticker: GLTR) today
announces that AQNIET Capital LLP ("AQNIET"), an investment company domiciled
and with major business interests in Kazakhstan, has informed the Company that
it has completed the purchase of the entire issued share capital of three of
the Company's principal shareholders and now indirectly owns 26.19% 2  of the
Company's issued share capital ("Transactions"). AQNIET has acquired 100% of
Onyx Investments Ltd (beneficially owned by Nikita Mishin), 100% of Maple
Valley Investments Ltd (beneficially owned by Konstantin Nikolaev) and 100% of
Goldriver Resources Ltd (beneficially owned by Sergey Maltsev).

Sergey Maltsev, currently Chairman of the Board of the Company, has indicated
that he intends to remain with Globaltrans and seek re-election to the Board
of Directors following the Company's re-domiciliation to the Abu Dhabi Global
Market.

AQNIET is beneficially owned by Kairat Itemgenov, a Kazakh entrepreneur who
has successfully developed sizable businesses across several sectors over the
past 25 years. His key businesses include (i) a leading Kazakh pharmacy chain
Europharma, (ii) several hotels and lodging properties, (iii) logistics
company Satti Logistics which operates its own truck and van fleets as well as
(iv) KBI Energy, an experienced player in the repair and instalment of
large-scale power generating equipment.

In addition, AQNIET has informed the Company that it has signed binding
agreements to purchase (i) the entire issued share capital of another of the
Company's principal shareholders, namely 100% of Litten Investments Ltd
(beneficially owned by Alexander Eliseev) and (ii) the shareholding of an
unrelated shareholder 3  ("Ongoing Transactions"). Until the completion of the
Ongoing Transactions, which is expected not later than the second half of
2024, AQNIET will possess economic rights to all the shares and GDRs subject
to these Ongoing Transactions and have a power of attorney in respect of
voting 4.45% of the voting rights in the Company related to these shares and
GDRs.

Therefore until completion of the Ongoing Transactions AQNIET will own 26.19%
of the Company's issued share capital and control 30.65% of the voting rights
in the Company. Upon the completion of the Ongoing Transactions, AQNIET will
own in total 31.62% of the Company's issued share capital and have full
associated voting rights.

As of today, the shareholder structure of the Company is as follows:

 56.2%  Free-float(( 4 ))
 26.2%  AQNIET Capital LLP* (beneficially owned by Kairat Itemgenov)
 11.5%  Marigold Investments Ltd (beneficially owned by Andrey Filatov, co-founder of
        Globaltrans)
 5.1%   Litten Investments Ltd (beneficially owned by Alexander Eliseev, Non-executive
        Director and co-founder of Globaltrans)**
 0.9%   Transportation Investments Management Ltd (beneficially owned by Andrey
        Filatov, Nikita Mishin and Konstantin Nikolaev, co-founders of Globaltrans)
 0.1%   Directors and management

 

* Directly or indirectly owned.

** Shareholding is subject to the Ongoing Transactions as described above.

 

Valery Shpakov, CEO of Globaltrans, commented: "As an entrepreneur, Kairat
Itemgenov understands and shares the spirit that drives our business, a spirit
that has enabled us to build one of the leading industry players. We are
pleased to have Mr. Itemgenov joining our shareholder base and believe that
with the ongoing support of our shareholders we can successfully pursue our
strategy and continue to create value for all stakeholders."

Kairat Itemgenov commented: "This investment offers me a unique opportunity to
both diversify into an attractive sector and acquire a significant holding in
a business that has a proven operational model, excellent prospects, a
prominent market position and a strong corporate governance framework. I am
also delighted that Sergey Maltsev has agreed to continue contributing to
Globaltrans' success and to seek re-election to the Board, a move I intend to
wholeheartedly support. I also fully support the strategy of the Company
including the ongoing re-domiciliation and have strong confidence in the
professionalism of the executive team. I have every faith this business will
continue to go from strength to strength."

 

ENQUIRIES

For investors

Mikhail Perestyuk / Daria Plotnikova

+357 25 328 860

irteam@globaltrans.com (mailto:irteam@globaltrans.com)

 

For Russian media

Anna Vostrukhova

+357 25 328 863

media@globaltrans.com (mailto:media@globaltrans.com)

 

For international media

Laura Gilbert, Lightship Consulting

+44 7799 413351

Laura.Gilbert@lightshipconsulting.co.uk
(mailto:Laura.Gilbert@lightshipconsulting.co.uk)

 

ABOUT GLOBALTRANS

Globaltrans Investment PLC ("Company" and together with its consolidated
subsidiaries "Globaltrans" or the "Group") is a leading freight rail
transportation group with subsidiary operations across the CIS countries.

The Company was founded in 2004 by a group of entrepreneurs who combined their
freight rail businesses under the single brand Globaltrans.

Throughout its years of operation, the Company has pursued a prudent approach
to investment, expanding its fleet both by means of organic growth and through
the acquisition of other rail operators. Globaltrans' total fleet is currently
almost three times larger than it was at the time of the Company's IPO in
2008.

The Group's dividend policy establishes a transparent and straightforward
approach to the payment of dividends and is supported by a long history of
delivering attractive shareholder remuneration.

Globaltrans global depositary receipts (GDRs) have been listed on the Main
Market of the London Stock Exchange (ticker symbol: GLTR) since May 2008 5 
and on the Level One quotation list of the Moscow Exchange since October 2020
(ticker symbol: GLTR).

Due to its vast logistics capabilities, the Group is able to efficiently
manage industrial cargo flows and serves a broad range of clients in the CIS
countries.

Globaltrans has a total fleet (including owned and leased in under finance and
operating leases) of about 66 thousand units as of the end of June 2023, of
which about 94% are owned by the Company.

The Group's logistics management principally aims to provide reliable
services, responding promptly and flexibly to customer needs, while achieving
a good level of profitability for the business. The main component of the
Group's centralised logistics system is its single dispatching centre that
monitors every aspect of Globaltrans' fleet operation. By effectively managing
shipments and routes, Globaltrans ensures high utilisation of its fleet and
achieves maximum productivity and quality of service.

Additional information on Globaltrans is available at www.globaltrans.com
(http://www.globaltrans.com) .

 

LEGAL DISCLAIMER

Information contained in this announcement concerning Globaltrans Investment
PLC, a company organised and existing under the laws of Cyprus (the "Company"
and together with its consolidated subsidiaries "Globaltrans" or the "Group")
is for general information purposes only. The opinions presented herein are
based on general information gathered at the time of writing and are subject
to change without notice. The Company relies on information obtained from
sources believed to be reliable but does not guarantee the accuracy or
completeness of such information.

The information in this announcement is subject to verification, completion
and change. Accordingly, no representation or warranty, express or implied, is
made or given by or on behalf of the Company or any of its shareholders,
directors, officers or employees or any other person as to the accuracy,
completeness or fairness of the information or opinions contained in this
announcement. None of the Company nor any of its shareholders, directors,
officers or any other person accepts any liability whatsoever for any loss
howsoever arising from any use of the contents of this announcement or
otherwise arising in connection therewith.

This announcement may contain 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", "estimate",
"anticipate", "intend", "will", "could", "may", or "might", the negative of
such terms or other similar expressions. These forward-looking statements
include matters that are not historical facts and statements regarding the
Company's intentions, beliefs or current expectations concerning, among other
things, Globaltrans' results of operations, financial condition, liquidity,
prospects, growth, strategies, and the industry in which the Company operates.
By their nature, forward looking statements involve risks and uncertainties,
because they relate to events and depend on circumstances that may or may not
occur in the future. The Company cautions you that forward-looking statements
are not guarantees of future performance and that Globaltrans' actual results
of operations, financial condition, liquidity, prospects, growth, strategies
and the development of the industry in which Globaltrans operates may differ
materially from those described in or suggested by the forward-looking
statements contained in this announcement. In addition, even if Globaltrans'
results of operations, financial condition, liquidity, prospects, growth
strategies and the development of the industry in which the Company operates
are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results
or developments in future periods. The Company does not intend to update this
announcement or reflect events and circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events. Many factors
could cause actual results to differ materially from those contained in
forward-looking statements of Globaltrans, including, among others, general
economic conditions, the competitive environment, risks associated with
operating in Russia, market changes in the Russian freight rail market, as
well as many of the risks specifically related to Globaltrans and its
operations. No reliance may be placed for any purposes whatsoever on the
information contained in this announcement or on its completeness, accuracy or
fairness.

 1  Imposed suspension of Global Depositary Receipts ("GDRs") trading on the
London Stock Exchange continued as of the date of publication.

 2  Together with the purchase of 0.71% of the issued share capital; owned
directly by AQNIET and purchased from investors not affiliated or associated
with Globaltrans.

 3  The purchase of 0.34% of the issued share capital in the form of GDRs from
an investor not affiliated or associated with Globaltrans or Litten
Investments Ltd; will be owned directly by AQNIET.

(( 4 )) For these purposes, the free float consists of the ordinary shares and
GDRs held by investors not affiliated or associated with Globaltrans.

 5  Imposed suspension of GDRs trading on the London Stock Exchange continued
as of the date of publication.

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