REG-HMS Group HMS Group: Completion of the restructuring of the core shareholders' shareholding in the Company - no change in control and no change in shares of major shareholders

HMS Hydraulic Machines & SystemsAnnouncement

07/03/2019 14:05

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   HMS Group (HMSG)
   HMS Group: Completion of the restructuring of the core shareholders'
   shareholding in the Company - no change in control and no change in shares
   of major shareholders

   07-March-2019 / 17:00 MSK
   Dissemination of a Regulatory Announcement that contains inside
   information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
   EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   March 7, 2019

    

   HMS Hydraulic Machines & Systems Group plc
   (the "Company", and together with its subsidiaries, the "HMS Group")

   Completion of the restructuring of the core shareholders' shareholding in
   the Company - no change in control and no change in shares of major
   shareholders

   HMS HYDRAULIC MACHINES & SYSTEMS GROUP PLC (LSE: HMSG) (the "Company")
   announces today that on March 6, 2019 its major shareholder H.M.S.
   Technologies Limited ("HMST"), registered at Cyprus transferred its entire
   shareholding in the Company to JSC HMS Holding ("HMS Holding"), registered
   at Russia, the subsidiary undertaking of HMST, via the following
   transactions:

    a. HMST transferred 67,159,421 ordinary shares in the Company (comprising
       57.32% of the Company's issued share capital) to HMS Holding in the
       form of the shareholder's asset contribution for nil consideration;
    b. HMST transferred 2,924,207 global depositary receipts issued under the
       Company's depositary receipts program ("GDRs") (representing
       14,621,035 shares in the Company and comprising 12.28% of the
       Company's issued share capital) to HMS Holding in exchange for
       additionally issued shares in HMS Holding.

   As a result of this restructuring:

    a. HMS Holding became a direct holder of 69,159,421 ordinary shares in
       the Company and 2,924,207 GDRs comprising in aggregate 71.51% of the
       Company's issued share capital; and
    b. HMST remains the sole voting shareholder of HMS Holding retaining
       control over the majority shareholding in the Company,

   and consequently none of the transactions made as a part of the
   restructuring triggers an obligation of the Company, HMST or HMS Holding
   to make any mandatory offer to the GDR holders.

   This restructuring of the core shareholders' shareholding in the Company
   does not lead to any change in corporate governance or corporate control
   of the Company. All applicable regulatory approvals have been obtained in
   connection with this restructuring.

   Further details of the transactions above are available here:

     •  1 GDRs MAR notification by HMST
     •  2 GDRs MAR notification by HMS Holding
     •  3 Ordinary shares MAR notification by HMST
     •  4 Ordinary shares MAR notification by HMS Holding
     •  5 Major holdings notification (for Cypriot regulatory purposes) by
       HMST
     •  6 Major holdings notification (for Cypriot regulatory purposes) by
       HMS Holding
     •  7 TR-1 notification (for UK regulatory purposes) by HMST

    

   For more information, please, contact:

   Alexander Rybin, Head of Capital markets, on telephone: +7 (495) 730-6601,
   or email:  8 capital-markets@hms.ru

    

   Inna Kelekhsaeva, Deputy Head of Capital markets, on telephone: +7 (495)
   730-6601 x 1318, or email:  9 capital-markets@hms.ru

    

   About HMS Group

   HMS Group is the leading pump and compressor manufacturer, as well as the
   provider of flow control solutions and related services for the oil and
   gas, petrochemistry, nuclear and thermal power generation, water and
   wastewater sectors in Russia and the CIS headquartered in Moscow, Russia.
   HMS Group's products are mission-critical elements of projects across a
   diverse range of industries. HMS has a listing on the London Stock
   Exchange in the form of global depositary receipts (LSE: HMSG).
    10 http://ar2017.grouphms.com

    

   Press Release Information Accuracy Disclaimer

   Information published in press releases was accurate at the time of
   publication but may be superseded by subsequent releases or other
   information.

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   ISIN:           US40425X4079
   Category Code:  MSCH
   TIDM:           HMSG
   LEI Code:       254900DDFETNLASV8M53
   OAM Categories: 2.2. Inside information
                   2.3. Major shareholding notifications
   Sequence No.:   7745
   EQS News ID:    785115


    
   End of Announcement EQS News Service

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    11 fncls.ssp?fn=show_t_gif&application_id=785115&application_name=news&site_id=reuters8

References

   Visible links
   1. http://grouphms.com/files/HMST_(GDRs_transfer).pdf
   2. http://grouphms.com/files/HMS_Holding_(GDRs_transfer).pdf
   3. http://grouphms.com/files/HMST_(57.32_transfer).pdf
   4. http://grouphms.com/files/HMS_Holding_(57.32_transfer).pdf
   5. http://grouphms.com/files/Major_holding_notification_(Cy)-HMST.pdf
   6. http://grouphms.com/files/Major_holding_notification_(Cy)-HMS_Holding.pdf
   7. http://grouphms.com/files/TR-1_notification_(UK)-HMS_Holding.pdf
   8. mailto:capital-markets@hms.ru
   9. mailto:capital-markets@hms.ru
  10. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=9297f3483a0e6e31c5aa048874bd4629&application_id=785115&site_id=reuters8&application_name=news


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