TMK announces application to delist its GDRs from LSE and intention to terminate its depositary receipts programmes
PAO “TMK” (LSE: TMKS; MOEX: TRMK), one of the world’s leading producers of tubular products for the oil and gas industry (“TMK” or the “Company”), announces that it has applied to the London Stock Exchange (“LSE”) for the cancellation of the listing and admission to trading of its Regulation S and Rule 144A Global Depositary Receipts (“GDRs”) (CUSIP: 87260R201 and 87260R102, respectively, ISIN: US87260R2013 and US87260R1023, respectively, SEDOL: B1FY0V4 and B1G3K21, respectively), each representing four ordinary shares of the Company (each, a “Share”). The Shares are listed on the Moscow Exchange. In addition, the Company has given notices to The Bank of New York Mellon, the depositary with respect to its Regulation S and Rule 144A GDRs programmes, and its Level 1 American depositary shares (“ADSs”) programme (the “Depositary”), to terminate the Regulation S / Rule 144A Deposit Agreement, dated 11 September 2006, by and between TMK and the Depositary (the “GDR Deposit Agreement”) and the ADS Deposit Agreement, dated 2 October 2009, by and between TMK, the Depositary and owners and holders of the ADSs (the “ADS Deposit Agreement”).
The Company is proceeding with the delisting of its GDRs from the LSE further to the resolution of the Board of Directors of the Company on 8 April 2020 that retaining the GDRs on the LSE is not a strategic priority for the Company and following the previously announced completion of the voluntary tender offer to purchase ordinary shares of TMK made by JSC Volzhsky Pipe Plant, a wholly-owned subsidiary of TMK. It is expected that the delisting will become effective on or about 16 September 2020.
Termination of the GDR Deposit Agreement
In accordance with the GDR Deposit Agreement, the GDR Deposit Agreement will be terminated 90 days after the notice of termination is given by the Company to the Depositary. The GDR Deposit Agreement and, therefore, the Regulation S and Rule 144A GDR programmes are expected to terminate on or about 16 November 2020. No deposits of Shares will be accepted into the Regulation S and Rule 144A GDR programmes once they are terminated.
In the 90-day notice period, holders of GDRs may cancel their GDRs and, subject to payment of surrender fees and otherwise in accordance with the GDR Deposit Agreement, receive the relevant number of Shares represented by the GDRs they hold. If any GDRs remain outstanding at the end of the 90-day notice period, the Depositary will sell the Shares represented by such GDRs and distribute the net proceeds of the sale pursuant to the GDR Deposit Agreement.
Termination of the ADS Deposit Agreement
In accordance with the ADS Deposit Agreement, the ADS Deposit Agreement will be terminated as of the date set forth in the notice of termination, which will be provided to owners of ADSs at least 30 days prior to such termination date. It is currently anticipated that the ADS Deposit Agreement and, therefore, the ADS programme will terminate on or about 18 September 2020. No deposits of Shares will be accepted into the ADS programme once it is terminated.
The Depositary may sell the Shares represented by ADSs remaining outstanding at any time after the expiration of 4 months following the termination and may hold the net proceeds of such sale, together with any cash held by it under the ADS Deposit Agreement, for the benefit of the owners of ADSs in accordance with the ADS Deposit Agreement.
At any time prior to the sale of the Shares by the Depositary, the owners of ADSs may surrender their ADSs and, subject to payment of surrender fees and otherwise in accordance with the ADS Deposit Agreement, receive the relevant number of Shares represented by the ADSs they hold. Owners desiring to do so should contact the brokers or other securities intermediaries through which they hold their ADSs.
For more information:
TMK IR Department:
Tel: +7 (495) 775-7600
TMK PR Department:
Tel: +7 (495) 775-7600
Cautionary Statement Regarding Forward-Looking Statements
Some of the information in this document may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as “expect”, “believe”, “anticipate”, “estimate”, “forecast”, “intend”, “will”, “could”, “may”, or “might” the negative of such terms or other similar expressions. These statements are only predictions and are based upon various assumptions which are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control. The Company may fail to achieve or accomplish these plans or predictions. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, the impact of various external market factors, regulatory developments, as well as many other risks specifically related to the Company and its business and operations.
Statement Regarding Inside Information
This announcement contains inside information. The subject matter, the identity of the issuer, the identity of the persons making the notification and their titles, and the date and time of the notification are all as set forth above.
THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR ADVERTISEMENT OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OR OTHER SECURITIES OF THE COMPANY, NOR SHALL ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTIONS FORM PART OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING SHARES OR SECURITIES OF THE COMPANY.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES AND, TO THE EXTENT APPLICABLE, HOLDERS OF REGULATION S GLOBAL DEPOSITARY RECEIPTS, RULE 144A GLOBAL DEPOSITARY RECEIPTS AND LEVEL 1 AMERICAN DEPOSITARY SHARES (COLLECTIVELY, “DRS”) OF TMK. DRS, TO WHICH THIS ANNOUNCEMENT RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL 1996 NO. 39‑FZ “ON THE SECURITIES MARKET”, AS AMENDED (THE “RUSSIAN SECURITIES MARKET LAW”). ANY INFORMATION IN THIS ANNOUNCEMENT AND RELATED DOCUMENTS IN RESPECT OF DRS OF TMK IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE “QUALIFIED INVESTORS” AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW.
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS.
THE VOLUNTARY TENDER OFFER WAS MADE TO SHAREHOLDERS OF TMK RESIDENT IN THE UNITED STATES IN RELIANCE ON, AND COMPLIANCE WITH, SECTION 14(E) OF THE U.S. SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”) AND REGULATION 14E THEREUNDER TO THE EXTENT APPLICABLE. THE VOLUNTARY TENDER OFFER WAS MADE BY VTZ AND NO ONE ELSE.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY APPROVED OR DISAPPROVED OF THE VOLUNTARY TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE VOLUNTARY TENDER OFFER OR DETERMINED WHETHER THE VOLUNTARY TENDER OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THIS ANNOUNCEMENT, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.
TMK IS A COMPANY ORGANISED UNDER THE LAWS OF THE RUSSIAN FEDERATION. THE VOLUNTARY TENDER OFFER WAS MADE SOLELY PURSUANT TO RUSSIAN LAW AND, IN THE CASE OF SHAREHOLDERS OF TMK RESIDENT IN THE UNITED STATES, SECTION 14(E) OF THE EXCHANGE ACT AND REGULATION 14E THEREUNDER TO THE EXTENT APPLICABLE. THE VOLUNTARY TENDER OFFER WAS NOT MADE OR INTENDED TO BE MADE PURSUANT TO THE PROVISIONS OF ANY OTHER LAW. THE VOLUNTARY TENDER OFFER IS SUBJECT TO DISCLOSURE AND PROCEDURE REQUIREMENTS OF RUSSIA WHICH ARE DIFFERENT FROM THOSE OF THE UNITED KINGDOM OR THE UNITED STATES. IN ADDITION, U.S. INVESTORS SHOULD BE AWARE THAT THE VOLUNTARY TENDER OFFER DOCUMENT WAS PREPARED IN A FORMAT AND STYLE, WHICH DIFFER FROM THE U.S. FORMAT AND STYLE. FURTHERMORE, THE PAYMENT AND SETTLEMENT PROCEDURE WITH RESPECT TO THE VOLUNTARY TENDER OFFER FOR ORDINARY SHARES DIFFERS FROM U.S. PAYMENT AND SETTLEMENT PROCEDURES, PARTICULARLY WITH REGARD TO THE DATE OF PAYMENT OF CONSIDERATION.