REG - Globaltrans Inv PLC - Results of AGM

Globaltrans InvestmentAnnouncement

27/04/2022 07:00

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RNS Number : 4053J  Globaltrans Investment PLC  27 April 2022

 

For immediate
release
27 April 2022

 

 

 

Globaltrans Investment PLC

 

Globaltrans announces results

of its Annual General Meeting of shareholders

 

Globaltrans Investment PLC (the "Company" and together with its consolidated
subsidiaries "Globaltrans" or the "Group"; LSE/MOEX ticker: GLTR) today
announces that the Company held its Annual General Meeting of shareholders
("AGM") on 26 April 2022 under the chairmanship of Mr. Sergey Maltsev,
Chairman of the Board.

The AGM was held at 4 Profiti Ilia Street, 4046 Germasogeias, Limassol, Cyprus
and had a quorum of 178,740,916 shares present, corresponding to 100% of the
issued and outstanding shares 1 .

The AGM passed the following ordinary resolutions by a majority of members:

·      The consolidated and parent Company audited financial statements
together with the management's and independent auditors' reports for the
financial year ended 31 December 2021 were approved;

·      The decision not to distribute a final dividend for the year 2021
in accordance with the recommendation of the Board of Directors of the Company
("the Board") was approved;

·      PricewaterhouseCoopers Limited was re-appointed as auditor of the
Company to hold office until the conclusion of the next general meeting at
which the accounts are laid before the Company. The Board was authorised to
determine the remuneration of the auditor;

·      The following 15 directors were appointed to the Board: J.
Carroll Colley, Johann Franz Durrer, Alexander Eliseev, Andrey Gomon, Vasilis
P. Hadjivassiliou, Sergey Maltsev, Elia Nicolaou, George Papaioannou, Melina
Pyrgou, Konstantin Shirokov, Alexander Storozhev, Alexander Tarasov, Michael
Thomaides, Marios Tofaros and Sergey Tolmachev (together, the "Directors").
Each of the Directors was appointed for one year until the conclusion of the
Company's next AGM, which will take place in 2023.

The AGM also approved, by a majority of over three fourths of members, the
special resolution and generally and unconditionally authorised the Board to
start a new buy-back programme (the "Programme") and make market purchases of
its Global Depositary Receipts (representing ordinary shares in the Company)
listed on the Main Market of the London Stock Exchange and/or on the Moscow
Exchange (the "GDRs"), in such manner as the Board may from time to time
determine, subject to the provisions of the Companies Law, Cap. 113 (as
amended) and the following conditions:

a)   The maximum number of GDRs authorised to be acquired shall not exceed
(together with the GDRs already held by the Company) 10% of the share capital
of the Company;

b)   The minimum price (exclusive of expenses) which may be paid for each
GDR is its nominal value;

c)   The maximum price (exclusive of expenses) which may be paid for each
GDR on the London Stock Exchange is the higher of: (i) five per cent above the
average of the middle market quotations of a GDR as derived from the London
Stock Exchange Daily Official List during the period of five trading business
days immediately prior to such purchase; and (ii) an amount equal to the
higher of the price of the last independent trade of a GDR and the highest
current independent bid for a GDR on the trading venue where the purchase is
carried out;

d)   The maximum price (exclusive of expenses) which may be paid for each
GDR on the Moscow Exchange is the higher of: (i) the price of the last
independent trade on the Moscow Exchange during the daily prime session T+; or
(ii) the maximum independent bid on the Moscow Exchange daily prime session
T+.

e)   For the purposes of (c) and (d) above, in respect of buyback
transactions (other than by means of a tender offer) undertaken on the Moscow
Exchange or the London Stock Exchange, the broker will calculate the maximum
price in accordance with the price of the last independent trade of a GDR and
the highest current independent bid for a GDR on the exchange on which the
transaction is proposed to be carried out, unless the Board decides otherwise;

f)    Payment for the purchased GDRs shall be made through the Company's
realised and undistributed profits;

g)   This authority shall expire at the close of the Annual General Meeting
of the Company to be held in 2023 or 12 months from the date of this
resolution (whichever is earlier);

h)   A contract to purchase GDRs under this authority may be made before the
expiry of this authority; and

i)    The Company may hold any GDRs (and the shares represented by such
GDRs) acquired pursuant to the authority granted by this resolution for a
maximum period of two years from the date of acquisition of the GDRs
concerned;

j)    During the period of the buy-back programme the Company may dispose
of (including but not limited to cancelling - subject to Cyprus courts'
approval as required by applicable law), selling, transferring, pledging,
etc.) GDRs acquired in buy-back transactions from the market by a decision
approved by the Board.

Purchases will be carried out in compliance with the relevant conditions for
trading, as well as restrictions regarding pricing, timing and volume, and may
take place in multiple instalments over the course of the Programme with
details of any such purchase released via the Regulatory News Service of the
London Stock Exchange and published on the Company's corporate website. The
Company may appoint an independent third party to carry out the Programme as
an agent or independently of the Company.

The Minutes of the AGM are available for viewing at the office of the Company
at 4 Profiti Ilia Street, 2nd floor, 4046 Germasogeias, Limassol, Cyprus, and
will be uploaded to the National Storage Mechanism and be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) following
publication.

 

ENQUIRIES

For investors

Mikhail Perestyuk / Daria Plotnikova

+357 25 328 860

irteam@globaltrans.com

 

For Russian media

Anna Vostrukhova

+357 25 328 863

media@globaltrans.com

 

For international media

Laura Gilbert

Lightship Consulting

+44 7799 413351

Laura.Gilbert@lightshipconsulting.co.uk

 

NOTES TO EDITORS

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 Russia, the CIS and the
Baltic countries.

The Company was founded in 2004 by a group of entrepreneurs who combined their
freight rail businesses under the single brand Globaltrans. These founders
remain key shareholders of the Group.

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 traded on the Main
Market of the London Stock Exchange (ticker symbol: GLTR) since May 2008 and
on the Level One quotation list of the Moscow Exchange since October 2020
(ticker symbol: GLTR) 2 .

Due to its vast logistics capabilities, the Group is able to efficiently
manage industrial cargo flows, transporting metallurgical cargoes, oil
products and oil, coal and construction materials. The Group serves a broad
range of clients in Russia and the CIS including some of Russia's leading
companies.

Globaltrans has a total fleet (including owned and leased in under finance and
operating leases) of more than 69 thousand units as of the end of 2021, of
which about 94% are owned by the Company. The core of the fleet is universal
gondola cars used for a broad range of bulk cargoes (69% of total fleet) and
tank cars for transporting oil products and oil (28% of total fleet).
Globaltrans also manages its own fleet of mainline locomotives with 71 units
that mostly provide traction for its block trains.

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 is not an offer of securities for sale in the United States
or in any other jurisdiction. Securities may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended.

This announcement does not constitute, and should not be construed as, a
prospectus or offering document for securities of the Company. This
announcement does not constitute or form part of, and should not be construed
as an offer for sale or subscription of or a solicitation or invitation to
subscribe for or purchase any securities of the Company in any jurisdiction,
and nothing contained in this announcement shall form the basis of or be
relied on in connection with any contract or commitment whatsoever; in
particular it must not be used in making any investment decisions.

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  Including 422,657 GDRs (representing the same amount of ordinary shares)
that are being held in treasury and thus excluded from voting.

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

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