18/09/20 18:45 MOEX (RUR): 60.96 change in % 0.12

Voluntary tender offer

VOLUNTARY TENDER OFFER FOR THE PURCHASE OF ORDINARY SHARES OF PAO “TMK” MADE BY “Volzhsky Pipe Plant”, Joint stock company

On 18 May 2020, PAO “TMK” (“TMK” or the “Company”) received a voluntary tender offer made by “Volzhsky Pipe Plant”, Joint stock company (“VTZ”) to purchase 358,758,064 ordinary shares of TMK (the “Voluntary Tender Offer”).

The Voluntary Tender Offer was made further to the approval by the Board of Directors of TMK on 8 April 2020 of a programme to purchase ordinary shares of TMK to be carried out by way of the voluntary tender offer by VTZ. 

The Voluntary Tender Offer is made for 358,758,064 of the issued and outstanding ordinary shares of the Company, which represent all of the issued and outstanding ordinary shares of the Company other than the ordinary shares held by VTZ and its affiliates, including certain other subsidiaries of TMK, the controlling shareholder of TMK (TMK Steel Holding Limited) and certain members of the boards of directors and management of VTZ, TMK and the TMK group.  The Voluntary Tender Offer is made by VTZ to all holders of ordinary shares, other than these individuals and entities. 

The purchase price is RUB 61 per one ordinary share of the Company.

The period for acceptance of the Voluntary Tender Offer is 70 (seventy) days from the date the Voluntary Tender Offer was received by the Company (i.e. from 19 May 2020 to 27 July 2020, inclusive).

The Voluntary Tender Offer document, the recommendations of the Board of Directors of the Company and additional information for shareholders of the Company:

- Voluntary Tender Offer for the purchase of ordinary shares of TMK made by VTZ

- Recommendations of the Board of Directors of TMK in respect of the Voluntary Tender Offer for the purchase of ordinary shares of TMK made by VTZ

- Information letter in relation to the Voluntary Tender Offer for the purchase of ordinary shares of TMK made by VTZ

- Information letter for shareholders of TMK on certain tax matters in connection with the Voluntary Tender Offer for the purchase of ordinary shares of TMK made by VTZ

- The recommended form of an application to sell ordinary shares of TMK

- TMK’s press release dated 19 May 2020 on the recommendations of the Board of Directors of TMK in respect of the Voluntary Tender Offer

- TMK’s press release dated 18 May 2020 on the receipt of the Voluntary Tender Offer

- TMK’s press release dated 23 April 2020 on the update on the timing of the Voluntary Tender Offer

- TMK’s press release dated 8 April 2020 on the approval by the Board of Directors of TMK of a programme to purchase ordinary shares of TMK and delisting of its global depositary receipts

- Q&As

Procedure for acceptance of the Voluntary Tender Offer

Any shareholder registered in the shareholders’ register of the Company may accept the Voluntary Tender Offer by sending a written application to sell the ordinary shares of TMK to the Company’s registrar (JSC “IRC - R.O.S.T.”) by post or delivering it personally at addresses set out in the Voluntary Tender Offer document. The recommended form of an application to sell ordinary shares of TMK is available on this website page.

Any shareholder who is not registered in the shareholders’ register of the Company must submit its application to sell the ordinary shares of the Company to its nominee holder which records its rights to the shares of TMK by giving an appropriate instruction (order).  Such instruction (order) must be given in accordance with the Russian securities laws and must indicate identity of the shareholder, the number of shares, the category/type of the shares to be sold and any other information provided for by the depository (custody) agreement and required by the depository (nominee holder) to identify such shareholder, transfer the shares to be sold from the depo account and transfer the funds for the shares purchased pursuant to the Voluntary Tender Offer to such shareholder.

All applications must be received by TMK’s registrar prior to the expiration of the period for acceptance of the Voluntary Tender Offer, i.e. not later than on 27 July 2020 (inclusive).

More detailed description of the procedure for acceptance of the Voluntary Tender Offer is provided for in the Information Letter in relation to the Voluntary Tender Offer for the purchase of ordinary shares of TMK published on this website page.

Any questions with respect to the procedure for the acceptance of the Voluntary Tender Offer can be addressed to the Company’s registrar (JSC “IRC - R.O.S.T.”) by e-mail: tmk@rrost.ru, or by telephone: 8-800-200-81-60.

In accordance with the Russian Joint-Stock Companies Law the Voluntary Tender Offer is made to holders of ordinary shares of the Company. Holders of the Company’s depositary receipts may participate in the Voluntary Tender Offer provided that they cancel their depositary receipts, receive the underlying ordinary shares, and submit applications to sell the ordinary shares of the Company pursuant to the Voluntary Tender Offer, on the terms and conditions of the Voluntary Tender Offer and within the applicable deadlines.

Please note that pursuant to the Russian Joint-Stock Companies Law shareholders have a right, but not an obligation, to accept the Voluntary Tender Offer. Shareholders should make their own decision as to whether to sell their ordinary shares of the Company pursuant to the Voluntary Tender Offer and, if so, how many shares to sell. Prior to making any decision to sell their ordinary shares of the Company pursuant to the Voluntary Tender Offer, shareholders of TMK should carefully read and consider the terms and conditions of the Voluntary Tender Offer and Articles 84.1, 84.2 and 84.3 of the Russian Joint-Stock Companies Law, the Information Letter in relation to the Voluntary Tender Offer for the purchase of ordinary shares of TMK (including annexes thereto), the recommended form of an application to sell ordinary shares of TMK pursuant to the Voluntary Tender Offer and other materials published on this website page. Shareholders are urged to consult with their financial and tax adviser and legal counsel if they have any questions in relation to the Voluntary Tender Offer.

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Cautionary Statement Regarding Forward-Looking Statements

Some of the information on this website page 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 not 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 respective information is published 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.