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angle-left null JSC TransContainer announces the price for the Initial Public Offer at the level of 8 US dollars for GDR and 80 US dollars per ordinary share
09.11.2010

JSC TransContainer announces the price for the Initial Public Offer at the level of 8 US dollars for GDR and 80 US dollars per ordinary share

NOT SUBJECT TO DISCLOSURE, PUBLICATION OR DISTRIBUTION, WHETHER PARTLY OR FULLY, IN THE TERRITORY OF THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

THIS STATEMENT AND THE INFORMATION CONTAINED THEREIN IS NOT INTENDED TO BE DISCLOSED, PUBLISHED OR DISSEMINATED, EITHER DIRECTLY OR INDIRECTLY, OR IN PART OR IN WHOLE, IN OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTIONS, WHOSE LAWS PROHIBIT SUCH ACTIONS. THIS STATEMENT DOES NOT CONSTITUTE A PROPOSAL FOR THE SALE OF SECURITIES OR A REQUEST FOR THE PURCHASE OF SECURITIES OR A SUBSCRIPTION FOR SECURITIES IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS STATEMENT.

This press release is not a prospectus of securities, investors must submit applications for shares (including shares in the form of global depositary receipts) or purchase them or other securities specified in this press release only on the basis of the prospectus that will be published by Open Joint Stock Company TransContainer due to the admission of shares (including shares in the form of global depositary receipts) or other securities to the Official List of the UK Financial Conduct Authority. The specified prospectus will, after its publication, be available in printed form at the registered office of Open Joint Stock Company TransContainer. This press release is not an advertisement, an offer or part of any offer, or a proposal to make offers regarding the acquisition or subscription to shares (including shares in the form of global depositary receipts) or other securities of OJSC TransContainer Open Joint Stock Company; none of its parts, nor the fact of the distribution of this press release may be used due to any agreement or investment decision regarding the acquisition of these shares. This press release does not constitute a recommendation for securities of Open Joint Stock Company TransContainer.

For immediate distribution, November 9, 2010

JSC TransContainer announces the price for the Initial Public Offer at the level of 8 US dollars for GDR and 80 US dollars per ordinary share

JSC TransContainer Open Joint Stock Company (JSC TransContainer or Company), the largest operator of intermodal container transport services in Russia, providing integrated logistics services, a key subsidiary of Joint Stock Company RZD (“JSCo RZD”) in the field of container traffic, today announces the price for the international offer (“Offer”) of its ordinary shares (“Shares”) and global depositary receipts for ordinary shares (“GDR”).

The price is set at 8 US dollars for GDR and 80 US US per share. Ten GDRs certify rights to one Share.

The estimated cost of the company amounted to 1.32 billion US dollars, based on net debt of 6.459 million rubles as of June 30, 2010, which is approximately equal to 210 million US dollars at the rate of the Central Bank on November 9, 2010.

The offer consists of the sale of 5,002,118 existing Shares of the Company in the form of Shares and GDR, including the sale of 4,654,749 Shares by JSCo RZD, as well as the sale of 347,369 Shares by Moore OJSC TransContainer Ltd.

The start of conditional GDR trading on the London Stock Exchange is expected today. GDR will be admitted to the Official List of the UK Financial Conduct Authority, as well as the beginning of unconditional GDR trading on the main market of the London Stock Exchange under ticker “TRCN" is expected on November 12, 2010.

The shares are included in the Quotation List “I” of RTS Stock Exchange Open Joint Stock Company and in the Quotation List “I” of the Closed Joint Stock Company MICEX Stock Exchange. The start of trading in shares on RTS and MICEX with a ticker “TRCN" is expected on November 12, 2010.

J.P. Morgan, Morgan Stanley and Troika Dialog jointly serve as global coordinators and bookrunners of the Offer (“Securities Issue Organizers”). TKB Capital is a co-bookrunner of the Offer.

Vladimir Yakunin, President of JSCo RZD, said:

“The first IPO of a subsidiary of JSCo RZD was positively received by international investors, which also testifies to their support for the structural reform of the Russian railway industry. JSCo RZD welcomes the new shareholders of the company and will support the development of OJSC TransContainer in Russia and abroad.”

Petr Baskakov, General Director of JSC TransContainer, said:

“We are very pleased that the Offer was so enthusiastically received by local and international investors. The listing in Moscow and London is an important strategic step for OJSC TransContainer, and the transaction will be a milestone in the ongoing reform of the railway industry in Russia. We will make every effort to develop OJSC TransContainer as a public company and increase its value for shareholders.”

Further information:

College Hill

Tony Friend, Simon Whitehead, Gareth David +44 207 457 2020

Mikhailov & Partners

Andrey Bykasov, Aleksey Shchedrin +7 (495) 956 3972

General Information on the Company

JSC TransContainer is the largest Russian company operating in the field of intermodal container traffic and integrated logistics solutions.

The company offers a full range of services in the field of container transportation and freight management, and also occupies a leading position in Russia in terms of the number of flat cars in the fleet, the volume of transportation of TEUs (twenty-foot equivalent units) by rail and in the volume of cargo handled by railway container terminals. As of June 30, 2010, its market shares in these categories amounted to about 60%, 53% and 34%, respectively, according to A.T.Kearney.

The company is a key subsidiary of JSCo RZD in the field of container traffic.

JSC TransContainer:

  • operates about 25,500 flat cars, using which about 1.1 million TEUs were transported in 2009, and 0.55 million TEUs – in the first half of 2010;
  • operates its own network of railway terminals at 46 railway stations from St. Petersburg to Vladivostok in Russia and operates one terminal in Slovakia. Cargo turnover at the Company’s terminals, many of which are located along the busiest transport corridors in Russia, in 2009 amounted to about 1.46 million TEUs, and in the first half of 2010 – 0.73 million TEUs;
  • integrates terminal infrastructure, national distribution network, transportation assets, operational techniques and market knowledge to provide customers with high-quality services in the field of intermodal container traffic and integrated logistics solutions that meet any requirements of customers in Russia and the CIS;
  • effectively uses its unique assets to serve more than 200,000 customers, of which about 20,000 are regular customers from various industries, including the automotive industry, industrial production, the pulp and paper industry, the extraction and processing of non-ferrous metals and the production of consumer goods;
  • has a wide sales network, which includes about 150 sales and service centers in Russia, as well as offices in the CIS countries, Europe and Asia, allowing the company to effectively serve existing and attract new customers; and
  • In 2009, the revenue of OJSC TransContainer amounted to 16.4 billion rubles (approximately 537 million US dollars). Net profit for 2009 amounted to 590 million rubles (approximately 19 million US dollars). The assets of the Company as of December 31, 2009 amounted to 30.7 billion rubles (approximately 1.016 million US dollars).

More detailed information on the activities of the Company is presented on its official website www.trcont.ru

Important Notice

The information contained in this press release does not and does not constitute an offer or invitation to make an offer, sale, purchase, exchange or transfer of depositary receipts in the Russian Federation or in favor or to the benefit of any Russian person or person located in the Russian Federation. The above information is also not an advertisement of any depository receipts in the Russian Federation. Depositary receipts were not and will not be allowed to be publicly placed and (or) circulated in the Russian Federation, and also may not be offered to any persons in the Russian Federation, with the exception of cases provided for by Russian legislation.

This press release and proposals (if any) are addressed exclusively to persons, who are located on the territory of states within the European Economic Area implementing the Directives “On Securities Prospects” (hereinafter each of them is referred to as “the respective Member State”), and are “Qualified investors” within the meaning of the provisions of Article 2 (1)(e) of the Prospectus Directive (Directive 2003/71/EC) (the “Qualified Investor”). Each person who initially acquires any securities, or who may be offered securities, is deemed to have provided assurance, confirmation and consent that it/he/she is a Qualified Investor.

The information in this press release is not intended to be disclosed, published, or circulated, either partially or in full, in the United States of America. This press release does not and does not constitute an offer to sell (or request to purchase) securities in the United States of America. The securities indicated in this press release were not and will not be registered in accordance with the provisions of the 1933 US Securities Act (hereinafter, subject to subsequent amendments and additions, the Securities Act), and may not be offered for purchased or sold in the United States of America without registration in accordance with the Securities Act or exemption from compliance with registration requirements in accordance with the Securities Act or as part of a transaction in respect of which the requirements of registration under the Securities Act are not applicable.

This communication is distributed exclusively to individuals and is intended solely for persons (i) located outside the territory of the United Kingdom of Great Britain and Northern Ireland, or (ii) who are professional investors within the meaning provided for in the provisions of Article 19(5) of the 2005 Order in accordance with the 2000 Law on Financial Services and Markets (Financial Offer) (hereinafter referred to as the “Order”), and (iii) being legal entities with large equity capital that are subject to Article 49(2) of the Order (hereinafter all such persons together – “relevant persons"). Any investment or investment activity to which this message relates will be available only to relevant persons and will be carried out only with relevant persons. No persons, who are not relevant persons, shall act in accordance with this document or its contents or rely on this document or its contents.

Neither the Company, nor the Organizers of the issue of securities, nor TKB-Capital, nor their respective affiliates took any actions that would allow the offer of securities, the availability or distribution of this press release or materials regarding the offer or advertising of such securities in any jurisdiction, where appropriate action is required to obtain such permission. The Company and the Organizers of the issue of securities oblige the persons, who have this press release, to notify the Company and the Organizers of the issue of securities of any such restrictions, as well as to comply with any such restrictions.

J.P.   Morgan Securities Ltd. and Morgan Stanley & Co. International plc.), as well as Troika Dialog Investment Company CJSC and TBK Capital (CJSC) act due to the Offer exclusively to the benefit of JSC TransContainer and JSCo RZD OJSC and no other persons. These companies and entities will not consider other persons (regardless of whether they are the recipients of this application) as their respective customers and will not be liable to any persons (except JSC TransContainer and JSCo RZD) for providing protection, provided to their respective customers, or for the provision of advisory services regarding the Offer, as well as the content of this message or the transactions or agreements indicated therein.

As part of the offering, Morgan Stanley (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may (but is not required to) make transactions with global custody receipts in order to maintain the market price of global custody receipts at a higher level than they would otherwise take shape in an open market. However, the Stabilizing Manager (and persons speaking on behalf of the Stabilizing Manager) may not guarantee the implementation of stabilization actions. Stabilization actions may begin no earlier than the day on which the final price of global depositary receipts (the day this announcement is made) is publicly disclosed, and if they begin, they may be completed at any time, but no later than 30 days from the day to which the final price of global depositary receipts is duly publicly disclosed. The Stabilizing Manager (and persons acting on behalf of any Stabilizing Manager) must perform all stabilizing actions in accordance with the requirements of all applicable laws and regulations. With the exception of situations, in which such an obligation is assigned by law or regulation, neither the Stabilizing Manager nor its agents intend to disclose the scope of any stabilizing actions committed in relation to the Offer.

The information contained in this press release is limited in distribution and may not be distributed, whether partially or fully, in Australia, Canada or Japan.

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Forward-Looking Statements: Part of the information contained in this press release may contain assumptions or forward-looking statements regarding future events in the Company or future results of its financial activities. You can identify such forward-looking statements regarding the use of such verbs as “expect”, “believe”, “anticipate”, “intend”, “will”, “may” or “could”, as well as the listed verbs in a negative meaning or other similar phrases. These statements are nothing more than an expression of preliminary calculations, and actual events or results may differ materially from them. The Company does not intend to accept and does not accept any obligations to update the content of such statements to reflect events and circumstances that will occur after the date of this statement, or to reflect the occurrence of unforeseen circumstances. Numerous factors can cause significant discrepancies between actual results and estimates presented in the Company’s assumptions or its forward-looking statements, including, but not limited to, the general situation in the economy and the market, the competitive environment of the Company, risks inherent in operations in Russia, sudden changes in technological and market nature, as well as other factors directly related to the Company and its activities.