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 the preliminary results of the voluntary offer sent by Volzhsky Pipe Plant Joint Stock Company ( VTZ ), a 100% subsidiary of TMK, to acquire up to 358,758,064, or 34.7%, of ordinary TMK shares at a price of 61 rubles per ordinary share (“ Voluntary offer ”).
As previously reported, the Voluntary Offer was received by TMK on May 18, 2020 and could be accepted from 19 May 2020 to July 27, 2020 (" End of the term ").
Based on the information received by VTZ from the registrar of the Company, before the end of the term, shareholders submitted applications for sale 229,958,764 common shares of TMK, which is approximately 22.3% of the total number of outstanding ordinary shares of TMK.
In accordance with the Voluntary Offer According to the law and the Federal Law “On Joint Stock Companies” (“ Law on Joint Stock Companies ”), ordinary shares, in respect of which applications for sale were submitted, were blocked in the accounts of shareholders and will be credited to VTZ's account after their payment.
The purchase price must be transferred by VTZ to the bank accounts of shareholders or nominees registered in the register of TMK shareholders within 17 days after the End of the term (that is, until August 13, 2020 inclusive). The time frame for the transfer of the purchase price to shareholders whose rights to shares are held by nominees depends on the number of nominees in the chain of ownership.
After the completion of the Voluntary Offer settlement, the number of TMK shares in free float is expected to be approximately 12.5% of the total number of outstanding TMK ordinary shares, including 2.9% of shares, the rights to which are certified by depositary receipts.
Additional information on the procedure for transferring TMK ordinary shares and their payment is contained in the Voluntary Offer and Articles 84.1, 84.2 and 84.3 of the JSC Law. The text of the Voluntary Offer, as well as the information letter regarding the Voluntary Offer, are posted on the Company's website on the Internet at: www.tmk-group.ru, https://www.tmk-group.ru/voluntary_tender_offer.
Selected taxation issues in Russia
In accordance with the legislation of the Russian Federation, VTZ will, with some exceptions, act as a tax agent in relation to the payment of the purchase price for TMK ordinary shares sold by shareholders - by individuals. If a shareholder fails to provide documents confirming the costs incurred when purchasing shares sold under the Voluntary Offer, or confirming the possibility of applying tax benefits or deductions, VTZ will be obliged to withhold the amount of tax payable at the applicable tax rate from the entire purchase price payable to VTZ to such a shareholder. Shareholders who have applied for the sale of shares should carefully read the information letter on certain tax issues posted at www.tmk-group.ru, https://www.tmk-group.ru/voluntary_tender_offer, and contact their professional tax consultants on the size and procedure of tax payment, including taxation in other jurisdictions.
De-listing of the GDR
As previously reported, April 8, 2020 d. The Board of Directors of the Company decided not to consider maintaining the listing of the Company's global depositary receipts (“ GDRs ”) on the London Stock Exchange as a strategic priority of the Company and approved the delisting of the GDRs on the London Stock Exchange following the completion of the Voluntary Offer. The Company will initiate the delisting procedure of the GDRs on the London Stock Exchange and will publish appropriate communications required by the UK Listing Rules and other applicable laws. The Company also plans to begin the procedure for terminating the GDR programs under Regulation S and GDRs under Rule 144A, as well as the program of American depositary shares of the 1st level.
As part of the Voluntary Offer, applications were received for the sale of more than 64% of TMK shares held in free circulation. Taking into account the expressed interest of shareholders in the transaction, the Company may consider the possibility of implementing another program for the acquisition of ordinary shares of the Company at a price comparable to the purchase price of shares based on the Voluntary Offer, but in any case not exceeding such a price. Any acquisition of shares in the Company will be subject to review and approval by the Board of Directors of the Company and will only be possible subject to receipt of all necessary corporate approvals and, if applicable, approvals from government agencies. At this time, there is no guarantee that such a decision will be taken and approvals obtained or that such