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 submission of an application to the London Stock Exchange (" LSE ") on the cancellation of the listing and admission to trading of global depositary receipts under Regulation S and Rule 144A (" GDR ") (CUSIP: 87260R201 and 87260R102, respectively, ISIN: US87260R2013 and US87260R1023, respectively, SEDOL: B1FY0V4 and B1G3K21, respectively), each of which certifies the rights to four ordinary shares of the Company (each -“ Share "). The shares are traded on the Moscow Exchange. The Company also sent notices to The Bank of New York Mellon, a depositary bank for the Regulation S and Rule 144A GDR programs and the Level 1 American Depositary Shares (“ ADR ”) program (“ Depository "), on the termination of the Deposit Agreement in respect of GDRs between TMK and the Depositary dated September 11, 2006 (" Deposit Agreement in respect of GDRs ") and the Deposit Agreement in respect of ADRs between TMK , The Depositary and the ADR holders dated October 2, 2009 (" Deposit Agreement for ADRs ").
TMK is delisting GDRs from the LSE following the decision of the TMK Board of Directors dated April 8 In 2020, do not consider maintaining the listing of GDRs on the London Stock Exchange as a strategic priority for TMK even after the completion of the voluntary offer of JSC VTZ, TMK's wholly owned subsidiary, to acquire TMK shares. Delisting is expected to take place on September 16, 2020
Termination of the GDR Deposit Agreement
In accordance with the terms of the GDR Deposit Agreement, it will be terminated upon expiration of 90 days after the Company sends a notice of termination to the Depositary. The Deposit Agreement for GDRs and, accordingly, the Regulation S and Rule 144A GDR programs are expected to terminate on November 16, 2020. The Shares cannot be deposited in the Regulation S and Rule 144A GDR programs after termination.
Within a 90-day period from the date of notice of termination to the Depositary, GDR holders may redeem their GDRs and, subject to payment of a redemption fee and in accordance with other terms of the Deposit Agreement in respect of GDRs, receive the corresponding number of Shares , the rights in respect of which are certified by the GDR. If any GDRs remain outstanding after the end of the specified 90-day period, the Depositary will sell the Shares in respect of which such GDRs are entitled and will distribute the cash actually received from the sale in accordance with the terms of the Deposit Agreement in respect of the GDRs.
Termination of the Deposit Agreement in relation to ADRs
In accordance with the terms of the Deposit Agreement in respect of ADRs, it will be terminated on the date specified in the notification addressed to the ADR holders, which will not be sent less than 30 days prior to the specified termination date. It is expected that the Deposit Agreement in respect of ADRs and, accordingly, the ADR program will be terminated on September 18, 2020. Shares cannot be deposited in the ADR program after its termination.
After 4 months after the termination of the program, the Depository will be has the right to sell the Shares, the rights in respect of which are certified by the ADRs remaining in circulation, and to keep the funds actually received from the sale and any other funds that he keeps in accordance with the Deposit Agreement in respect of ADRs, in the interests of the ADR holders in accordance with the terms of the Deposit Agreement in respect of ADRs.
At any time prior to the sale of the Shares by the Depository, the ADR holders may redeem their ADRs and, subject to payment of the redemption fee and in accordance with other terms of the Deposit Agreement in respect of ADRs, receive the corresponding amount Shares in respect of which the rights are certified by ADRs. Holders planning to redeem their ADRs should contact their brokers or other intermediaries in the securities market that take into account the rights to the respective ADRs.
For more information:
investors:
Irina Yarotskaya
Tel .: +7 (495) 775-7600
IR@tmk-group.com
Press service:
Fedor Klimkin
Tel .: +7 (495) 775-7600
PR@tmk-group.com
Disclaimer regarding forward-looking statements
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