Home / Press Releases / The TMK Board of Directors recommends accepting the voluntary offer of the TMK subsidiary in respect of TMK ordinary shares, received on May 18, 2020.

The TMK Board of Directors recommends accepting the voluntary offer of the TMK subsidiary in respect of TMK ordinary shares, received on May 18, 2020.

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Pipe Metallurgical Company Public Joint Stock Company (LSE: TMKS; MOEX: TRMK), one of the world's leading manufacturers of pipes for the oil and gas industry ( TMK or Company "), Announces that today the TMK Board of Directors recommended TMK shareholders to accept a voluntary offer (" Voluntary offer ") sent by Joint Stock Company Volzhsky Pipe Plant (" VTZ " ), a wholly owned subsidiary of TMK, on ​​the acquisition of up to 358,758,064, or 34.7%, of ordinary shares of TMK at a price of 61 rubles per ordinary share (" Purchase price ").

As previously announced in the Company's press release dated April 8, 2020, the Voluntary Offer was made in continuation of the decision of the Board of Directors dated April 8, 2020 to approve the program for the acquisition of TMK ordinary shares by sending VTZ a Voluntary Offer. The voluntary offer was sent by VTZ to the Bank of Russia on April 8, 2020 and was re-sent by VTZ to the Bank of Russia on April 30, 2020 after receiving an order from the Bank of Russia on April 23, 2020. The voluntary offer was received by TMK on May 18, 2020 after the expiration of the statutory period for its preliminary consideration by the Bank of Russia.

The voluntary offer was sent in respect of 358,758,064 [1] placed ordinary shares of the Company, which represent all placed ordinary shares shares of the Company, excluding ordinary shares held by VTZ and its affiliates, including some subsidiaries of TMK, TMK's controlling shareholder (TMK Steel Holding Limited) and some members of the boards of directors and management of VTZ, TMK and TMK group. Voluntary offer was sent by VTZ to all holders of TMK ordinary shares, with the exception of the indicated individuals and legal entities. 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.

The purchase price includes a premium of 14.34 rubles and 30.7 % in relation to the closing price of trading in ordinary shares of the Company in organized trading on the Moscow Exchange on April 7, 2020, on the last trading day preceding the date of disclosure of information on the approval by the TMK Board of Directors of the program for purchasing TMK shares; a premium of 4 rubles and 7.0% in relation to the closing price of trading in ordinary shares of the Company in organized trading on the Moscow Exchange on April 29, 2020, on the last trading day before the Voluntary Offer is sent to the Bank of Russia; and a premium of 2.18 rubles and 3.7% in relation to the closing price of trading in ordinary shares of the Company in organized trading on the Moscow Exchange on May 18, 2020, on the day the Company receives the Voluntary Offer. The purchase price also includes a premium of RUB 9.14 and 17.6% per ordinary share of the Company in relation to the 6-month weighted average share price of RUB 51.86 for the period ended April 7, 2020; a premium of 7.78 rubles and 14.6% per ordinary share of the Company in relation to the weighted average price of shares for 6 months in the amount of 53.22 rubles for the period ended April 29, 2020; and a premium of 7.51 rubles and 14.0% per ordinary share of the Company in relation to the weighted average price of shares for 6 months in the amount of 53.49 rubles for the period ended May 18, 2020

Text of Voluntary proposals, as well as recommendations of the Board of Directors in relation to the Voluntary Offer, an information letter for shareholders in connection with the procedure for accepting a Voluntary offer (" Information letter "), this press release and other necessary information are published on the Company's website at the Internet at the address: www.tmk-group.ru, https://www.tmk-group.ru/voluntary_tender_offer.

Expected schedule of events

The times, dates and events listed in the table below may be changed if VTZ increases the period for accepting the Voluntary Offer, to the extent that it is allowed by the Federal Law "On Joint Stock Companies" (" Law on JSC ").

In accordance with the Law on JSCs, the owners of ordinary shares of the Company participating in the Voluntary Offer annoyed, has the right to withdraw applications for the sale of shares at any time before the End of the term.

Purpose of the Voluntary Offer and Recommendations of the TMK Board of Directors

As announced by the Company on April 8 2020, the Board of Directors at a meeting on April 8, 2020 approved the program for the acquisition of the Company's ordinary shares by sending VTZ a Voluntary Offer. 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 has approved the delisting of GDRs on the London Stock Exchange following the completion of

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