PJSC TMK (TMK, the company, or the Group, MOEX: TRMK) plans to switch to a single share as a result of the merger of eight[1]key controlled companies with the parent company, which will be transformed into branches. TMK's Board of Directors will consider this issue on June 16, 2025, and if approved, it will be submitted to the company's General Meeting of Shareholders.
The proposed transformations are aimed at optimizing the group's corporate structure and increasing operational efficiency by consolidating key business processes and intra-group financial flows. This, in turn, will help strengthen the credit profile and have a positive effect on the company's capitalization. The transition to a single-tier shareholder structure will ensure a transparent distribution of consolidated profits among all shareholders of the group.
The shares of the minority shareholders of[2]affiliated companies that agree to the proposed changes will be exchanged for shares of PJSC TMK. The exchange will require an additional issue of shares of the company, the actual volume of which, according to preliminary estimates, will not exceed 5% of the authorized capital of PJSC TMK. The owners of the shares of the merged companies who do not agree to join TMK will be able to present their securities for repurchase. Conversion coefficients and repurchase prices will be calculated for each company on a market basis, which, according to Russian law, involves an independent assessment of the market value of the shares of the merged companies.
Shareholders of PJSC TMK who do not agree with the merger of controlled companies will also be able to submit their shares for repurchase. In accordance with Russian law, the repurchase price will not be less than the average share price of PJSC TMK on the Moscow Stock Exchange for the six months preceding the date of the TMK Board of Directors meeting, which will be held on June 16, 2025.
The company will announce specific conversion and buyback parameters for owners of shares of the merged companies and PJSC TMK later.
The measures proposed for consideration by TMK's Board of Directors are part of the company's strategy to strengthen its competitive advantages and increase business sustainability. All affiliated companies will continue to operate in the regions of their presence, maintain social and charitable programs, and increase the efficiency of their production activities.
The company plans to implement the transition to a single share as a result of the merger of eight controlled companies by December 31, 2025.
The company will report on further decisions on the official website and on the portal of mandatory information disclosure.
[1]Controlled companies that are planned to be merged into the parent company
