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Download the Offering Memorandum Dated IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (the ‘‘document’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The document has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS DOCUMENT MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’) OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A ‘‘QIB’’) OR ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER IN THE UNITED STATES. Confirmation of your representation: In order to be eligible to view this document or make an investment decision with respect to the securities, you must be (1) a person that is outside the United States or (2) a QIB that is acquiring the securities for its own account or for the account of another QIB. By accepting the e-mail and accessing this document, you shall be deemed to have represented to us that you are outside the United States or that you are a QIB and that you consent to delivery of such document by electronic transmission. You are reminded that this document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Bookrunners, as named in this document, or any affiliate of the Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Bookrunners or such affiliate on behalf of Globaltrans Investment PLC in such jurisdiction. This document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Bookrunners, as named in this document, nor any person who controls a Joint Bookrunner nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners. 10APR200802053174 Globaltrans Investment PLC (a company organised and existing under the laws of Cyprus) Offering of 18,679,143 Global Depositary Receipts Offer Price: USD 8.50 per Global Depositary Receipt This offering memorandum (the Offering Memorandum) relates to an offering (the Offering) of 18,679,143 global depositary receipts (New GDRs, and together with all currently existing global depositary receipts, the GDRs), comprising (i) 11,764,705 New GDRs offered by Globaltrans Investment PLC, a company organised and existing under the laws of Cyprus (Globaltrans or the Company), and (ii) 6,914,438 New GDRs offered by Transportation Investments Holding Limited, a company organised and existing under the laws of Cyprus (TIHL or the Selling Shareholder). The New GDRs represent interests in newly issued ordinary shares of the Company, each with a nominal value of USD 0.10 (the Ordinary Shares), and each New GDR represents an interest in one Ordinary Share. The Ordinary Shares underlying the New GDRs being sold by TIHL are being issued to TIHL in connection with the Contribution, as described herein. Entities controlled by the beneficial owners of Envesta Investments Ltd. (EIL), which prior to the Offering was the beneficial owner of 19.5 per cent. of the Ordinary Shares, are acquiring 430,000 New GDRs in the Offering. The Offering comprises (i) an offering of New GDRs (the Rule 144A GDRs) within the United States to certain qualified institutional buyers (QIBs) as defined in, and in reliance on, Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (the Securities Act), or another exemption from, or transaction not subject to, registration under the Securities Act and (ii) an offering of New GDRs (the Regulation S GDRs) outside the United States in reliance on Regulation S (Regulation S) under the Securities Act. In addition, the Selling Shareholder has granted to Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc and VTB Capital plc (together the Joint Bookrunners) an option exercisable by Deutsche Bank AG, London Branch and Morgan Stanley & Co. International plc (together, the Joint Global Coordinators) within 30 days of the announcement of the offer price (the Offer Price) to purchase up to 1,867,914 additional New GDRs at the Offer Price, solely to cover over-allotments, if any, in connection with the Offering (the Over-Allotment Option). The New GDRs offered in the Offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective purchasers are hereby notified that the sellers of the New GDRs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A or another exemption from, or transaction not subject to, registration under the Securities Act. The New GDRs are subject to selling and transfer restrictions in certain jurisdictions (see ‘‘Selling and Transfer Restrictions’’). The New GDRs are specialised investments and should normally only be bought and traded by investors who are particularly knowledgeable in investment matters. See ‘‘Risk Factors’’ beginning on page 8 for a discussion of certain matters that prospective investors should consider prior to making an investment in the New GDRs. The Financial Services Authority (the FSA) in its capacity as competent authority under the Financial Services and Markets Act 2000 (FSMA) has granted admission to the official list maintained by the FSA and to the regulated main market of London Stock Exchange plc (London Stock Exchange) of up to 116,959,064 GDRs to be issued from time to time against the deposit of Ordinary Shares with The Bank of New York Mellon (the Depositary), of which 37,309,941 have been issued. The GDRs trade, and the New GDRs will trade, under the symbol ‘‘GLTR’’. The Ordinary Shares are not, and are not expected to be, listed on any stock exchange. The Rule 144A GDRs will be evidenced by the master Rule 144A GDR (the Master Rule 144A GDR), which is registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC). The Regulation S GDRs will be evidenced by the master Regulation S GDR (the Master Regulation S GDR, which together with the Master Rule 144A GDR, are referred to as the Master GDRs), which is registered in the name of The Bank of New York Depositary (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, societ´ e´ anonyme (Clearstream, Luxembourg). The Ordinary Shares represented by the New GDRs will be held by BNY (Nominees) Limited, as custodian (the Custodian), for the Depositary. Except as described herein, beneficial interests in the Master GDRs are held, and transfers thereof are elected only through, DTC, Euroclear and Clearstream, Luxembourg and their direct and indirect participants. Transfers within DTC, Euroclear and Clearstream, Luxembourg are in accordance with the usual rules and operating procedures of the relevant system. It is expected that delivery of the New GDRs will be made against payment therefor in US Dollars in same day funds on or about 14 December 2009 (the Closing Date) through the facilities of DTC with respect to the Rule 144A GDRs and through Euroclear and Clearstream, Luxembourg with respect to the Regulation S GDRs.
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