Globaltrans Announces EGM to Be Held on 20 December 2011
OREANDA-NEWS. November 29, 2011. Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”; LSE ticker GLTR) announces that its Board of Directors has convened an Extraordinary General Meeting of shareholders (“EGM”) to be held on 20 December 2011 at 10:00 am at the offices of the Company, 6 Karaiskakis Street, 3032 Limassol, Cyprus.
The Board of Directors has been informed by Envesta Investments Limited (beneficially owned by the management of Globaltrans, Sergey Maltsev, Chief Executive Officer, member of the Board of Directors and Alexander Eliseev, Chairman of the Board of Directors) of its intention to sell up to 3,637,117 of Globaltrans' ordinary shares, constituting 2.3% of the Company's issued share capital (“Shares”). The Board of Directors believes that the current market price of the Company's global depositary receipts (“GDRs”) does not reflect the fair value of the Group’s business. It is therefore in the interest of the Company to purchase the Shares which could potentially be used in future M&A transactions, sold to the market or cancelled.
The Board of Directors seeks the shareholders’ approval for the acquisition by the Company of the Shares pursuant to an agreement entered into with Envesta Investments Limited (which owns 14.45% of the Company), conditioned upon shareholders’ approval.
For the purpose of the acquisition the price per share will be determined as the weighted average price of the GDRs of the Company (each representing one ordinary share) on the London Stock Exchange for the five trading days prior to the date of the EGM, subject to a maximum price of USD17.46 per share.
In line with its corporate governance rules, the Board of Directors has convened the EGM to authorise the transaction. The proposed resolution can be passed if at least 75 per cent of shares (excluding the shares owned by Envesta Investments Limited) are voted in favour.
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