Globaltrans announces results of its Annual General Meeting of shareholders
29.04.2021
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 29 April 2021 under the chairmanship of Mr. Sergey Tolmachev, Managing Director.
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 2020 were approved;
- The final and special final dividends in respect of 2020 in the amount of RUB 28.00 per ordinary share/global depositary receipt (“GDR”) or RUB 5.0 billion in total[2] were 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 of Directors of 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. Each of the Directors was appointed for one year until the conclusion of the Company’s next AGM, which will take place in 2022.
The AGM also approved, by a majority of over three fourths of shares voting, the special resolution and generally and unconditionally authorised the Board to prolong the term of the buy-back programme approved by the Extraordinary General Meeting of shareholders of the Company on 12 May 2020 (“the Programme”) and make further market purchases of the Company’s GDRs listed on the Main Market of the London Stock Exchange and on the Moscow Exchange, 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:
- The maximum number of GDRs authorised to be acquired shall not exceed 8,937,046 (or 5% of the Company’s share capital);
- The minimum price (exclusive of expenses) which may be paid for each GDR is its nominal value;
- the maximum price (exclusive of expenses) which may be paid for each GDR 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;
- Payment for the purchased GDRs shall be made through the Company’s realised and undistributed profits;
- This authority shall expire at the close of the Annual General Meeting of the Company to be held in 2022 or 12 months from the date of this resolution (whichever is earlier);
- A contract to purchase GDRs under this authority may be made before the expiry of this authority;
- 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; and
- The Company may dispose (including but not limited to selling, transferring, pledging, etc.) of GDRs acquired during the Programme 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 submitted to the National Storage Mechanism and be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism following publication.
ENQUIRIES
For investors
Mikhail Perestyuk / Daria Plotnikova
+357 25 328 860
For Russian media
Anna Vostrukhova
+357 25 328 863
For international media
Laura Gilbert
Lightship Consulting
+44 7799 413351
NOTES TO EDITORS
Globaltrans Investment PLC (the “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 returns.
Globaltrans’ 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).
Due to its vast logistics capabilities, the Group is able to efficiently manage industrial cargo flows, transporting metallurgical cargoes, oil products and oil, coal, construction materials and petrochemicals. 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 about 72 thousand units as of the end of 2020, of which about 95% are owned by the Company. The core of the fleet is universal gondola cars used for a broad range of bulk cargoes (64% of total fleet) and tank cars for transporting oil products and oil (28% of total fleet). In addition, the Group operates specialised containers and the flat cars to transport them. Globaltrans also manages its own fleet of mainline locomotives with 74 units that provide traction for its block trains.
The Group’s logistics management system 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 seeks to achieve maximum productivity and quality of service.
Additional information on Globaltrans is available at 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 76,877 GDRs (representing the same amount of ordinary shares) that are being held in treasury and thus excluded from voting.
[2] Dividend will be paid in US dollars in the total amount of about 37.0315 US cents per one ordinary share/GDR within 30 business days from the date of this Annual General Meeting with conversion from Russian roubles executed at the average of the official exchange rates of the Central Bank of Russia for the five business days in Russia from 22 to 28 April 2021 inclusive (1 USD: 75.6113 RUB). Holders of GDRs will receive the dividend approximately three business days after the payment date.