The shareholders of PJSC TMK (TMK or the Company, MOEX: TRMK) have approved the transition to a single share as a result of the merger of eight key controlled companies with the parent company. The relevant decision was made by the General Meeting of Shareholders (GOC). TMK on July 31, 2025.
TMK shareholders who voted against the merger of controlled companies or did not participate in the OCA have the right to submit their shares for repurchase. The price per TMK share will be 116.10 rubles, which, according to the legislation of the Russian Federation, corresponds to the weighted average price of TMK shares on the Moscow Stock Exchange for the six months preceding the date when the Board of Directors decided to hold the OCA. Such shareholders will be able to submit their shares for repurchase within 45 days after the decision of the OCA, that is, until September 15, 2025. The calculations will be completed within 30 days after the deadline for accepting claims, that is, until October 15, 2025.
The general meetings of shareholders /participants of the affiliated companies will consider the issue of joining TMK on August 7, 2025. The shares of the minority shareholders who agree to the proposed changes will be exchanged for shares of TMK. For the exchange, the company will issue additional shares. To ensure the necessary flexibility, TMK will register an additional issue in a larger volume than required by the exchange. However, the actual volume of the additional issue, according to preliminary estimates, will not exceed 5% of the company's authorized capital. The shares not used in the exchange will be redeemed.
Owners of shares of the merged companies who do not agree to join TMK or do not participate in the general meetings will be able to submit their shares for repurchase. Conversion coefficients and purchase prices are calculated for each company on a market basis.
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 announce 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 of PJSC TMK: TMK-TR LLC, JSCTD TMK, JSC VTZ, JSC SinTZ, JSC STZ, JSC TAGMET, JSCPNTZ", JSC "ChelPipe".
2 Controlled companies with minority shareholders/participants: TMK TR LLC, TAGMET JSC, STZ JSC and SinTZ JSC
TMK shareholders approve transition to a single share
