Public Joint Stock Company "Pipe Metallurgical 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 completion of settlements under a voluntary offer sent by Volzhsky Pipe Plant Joint Stock Company ( VTZ ), a 100% subsidiary of TMK, on the acquisition of up to 358,758,064, or 34.7% , TMK ordinary shares at a price of RUB 61 per ordinary share (“ Voluntary offer ”).
The voluntary offer was received by TMK on May 18, 2020 and could be accepted from May 19, 2020 from July 27, 2020. As part of the Voluntary Offer, VTZ acquired 229,958,764 ordinary shares of TMK, which is approximately 22.3% of the total number of outstanding ordinary shares of TMK. Thus, the number of TMK shares owned by VTZ in aggregate with shares held by VTZ 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 the TMK group, amounted to about 87.5%.
As previously reported, on April 8, 2020, the Board of Directors of the Company decided not to consider maintaining the listing of the Company's global depositary receipts (“ GDR ”) on the London Stock Exchange as a strategic priority of the Company and approved the delisting of 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 level 1 American depository share program.
As part of the Voluntary Offer, applications were received to sell 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 if all necessary corporate approvals and, if applicable, approvals from government agencies are received. There is no assurance at this time that such a decision will be made and approvals obtained, or that such a new share purchase program will be announced or completed.
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