Public Joint Stock Company Pipe Metallurgical Company (LSE: TMKS; MOEX: TRMK), one of the world's largest producers of pipes for the oil and gas industry ( TMK or Company "), Informs that the TMK Board of Directors at a meeting on April 8, 2020 approved the program for the acquisition of the Company's ordinary shares. TMK's Board of Directors also assessed the prospects for maintaining the listing of the Company's global depositary receipts on the London Stock Exchange and decided that listing of global depositary receipts was no longer a strategic priority for the Company. The Board of Directors approved the delisting of the GDRs on the London Stock Exchange following the completion of the TMK common stock acquisition program.
The common stock acquisition program will be implemented by Volzhsky Pipe Plant Joint Stock Company ( VTZ »), A 100% subsidiary of TMK, by sending a voluntary offer in accordance with the legislation of the Russian Federation. As part of the voluntary offer, VTZ will offer to purchase up to 358,826,299 outstanding ordinary shares of the Company, which represent all outstanding ordinary shares of the Company, with the exception of shares owned by VTZ and its affiliates, including some subsidiaries of TMK, the controlling shareholder of TMK (TMK Steel Holding Limited) and some members of the boards of directors of VTZ and TMK. Voluntary offer will be sent by VTZ to all holders of ordinary shares of TMK, except for the specified individuals and legal entities.
A voluntary offer, if made as described below, will be addressed only to holders of ordinary shares of the Company. The holders of the Company's depositary receipts will be able to participate in the voluntary offer if they redeem their depositary receipts and receive the corresponding number of ordinary shares, as described below. It is assumed that the voluntary offer will meet the requirements of Russian legislation for a mandatory offer.
In accordance with the terms of the voluntary offer, the purchase price of the Company's ordinary shares will amount to RUB 61 per ordinary share (“ Acquisition price "). As of April 8, 2020, the acquisition price included a premium of 14.34 rubles and 30.7% in relation to the closing price of the Company's ordinary share in organized trading on the Moscow Exchange on April 7, 2020 and a premium of 9.14 rubles and 17.6% per ordinary share of the Company in relation to the weighted average price for 6 months in the amount of 51.86 rubles for the period ended April 7, 2020
Initial consideration of the strategic priorities of the Company and assessment of the program for its acquisition common shares, as well as the delisting of global depositary receipts on the London Stock Exchange, was carried out by a special committee of the Board of Directors (" Special Committee "), consisting exclusively of independent non-executive directors, chaired by Sergey Kravchenko and including Natalia Chervonenko, Yaroslav Kuzminov and Frank-Detlef Wende. The Society has engaged UBS AG London Branch (“ UBS ”) as financial advisor and Debevoise & Plimpton LLP as legal advisor to assist the Special Committee and Board of Directors in addressing these matters.
On April 8, 2020, the Ad Hoc Committee, taking into account the consultations provided by the financial advisor and considering other matters that it deemed necessary, unanimously recommended that the Board of Directors approve the basic terms of the acquisition program through a voluntary offer and delist the GDRs on the London Stock Exchange, and The Board of Directors took these recommendations into account when making its decision to approve the main terms of the program for the acquisition and delisting of global depositary receipts.
In making these recommendations and making decisions, the Ad Hoc Committee and the Board of Directors took into account, inter alia, the following circumstances:
- The capitalization of the Company continues to find under pressure due to various market factors and low liquidity of the Company's equity securities. The trading in ordinary shares and global depositary receipts of the Company was primarily influenced by various external market factors, including the unfavorable economic situation, significant volatility in the world currency markets, as well as the current price situation in the markets in general. - Due to the imposition of sanctions against , among other things, the companies of the Russian oil and gas complex, as well as the recent sale by the Company of IPSCO Tubulars Inc., an American manufacturer of steel pipes, the international presence of the Company has significantly decreased and in the near future the Company expects an increase in the focus of its operations on the Russian market.
