REG-HMS Group HMS Group: Resolutions of AGM

HMS Hydraulic Machines & SystemsAnnouncement

24/06/2019 11:00

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   HMS Group (HMSG)
   HMS Group: Resolutions of AGM

   24-Jun-2019 / 12:55 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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   HMS Hydraulic Machines & Systems Group plc
   (the "Company", and together with its subsidiaries, the "HMS Group")

    

   Moscow, Russia

   June 24, 2019

    

   Resolutions of the Annual General Meetings of Shareholders

    

   Moscow, Russia - HMS Hydraulic Machines & Systems Group PLC (LSE: HMSG)
   today announces that the following resolutions have been approved by the
   Annual General Meeting of Shareholders held on June 21, 2019:

    1. Annual Report, Consolidated Financial of the Group and Standalone
       Financial Statements of the Company for the year ending December 31,
       2018 have been adopted; 
    2. Mr. Nikolay Yamburenko has been re-elected as a Non-Executive
       Director; 
    3. Mr. Artem Molchanov has been re-elected as an Executive Director;
    4. Mr. Vyacheslav Tsoy has been elected as a Non-Executive Director;
    5. Deloitte Limited, Cyprus has been appointed as the Group's auditors,
       while the Group's Directors have been authorized to agree on the
       auditor's remuneration;
    6. The payment of dividends in relation to the financial year ended
       December 31, 2018 in the total amount of Rub 9.81 per ordinary share,
       which includes the interim dividends of Rub 3.84 per ordinary share
       paid in accordance with the Directors' resolution dated December 6,
       2018, and a final dividend for 2018 of Rub 5.97 per one ordinary
       share. The final dividend distribution for 2018 of Rub 5.97 per one
       ordinary share, amounting to total final dividend of Rub
       699,465,659.19, have been adopted. The record date on June 14, 2019
       and the Payment date on July 1, 2019 for the purposes of dividend
       distribution have been adopted;
    7. The prolongation of the buyback program of the Company with respect to
       global depositary receipts on the conditions, determined by the Board
       of Directors at the meeting held on April 24, 2019, has been approved
       by the way of the Special Resolution;

    

   BUY-BACK PROGRAM

    1. The Buyback period will be 1 year from June 21, 2019 if the program
       will be approved at the AGM, i.e. from June 21, 2019 through June 21,
       2020;
    2. Maximum number of GDRs (each representing five ordinary shares in the
       share capital of the Company) which can be repurchased - 6 (six)
       percent of the subscribed capital of the Company, including previously
       acquired and held at the time GDRs (Treasury shares):

    

                                                                   Number of
                              Number of                % share in  GDRs
                              shares/underlying shares the capital
                                                                   (1 GDR = 5
                                                                   shares)
   Subscribed capital of the  117,163,427              100.00      -
   Company (ordinary shares)
   Maximum number of
   shares/GDRs to be          7,029,805                6.00        1,405,961
   purchased
   Treasury shares/GDRs       6,021,410                5.14        1,204,282
   Number of shares/GDRs, HMS
   can purchase under the     1,008,395                0.86        201,679
   Buyback program

    

    3. GDRs will be repurchased at the prevailing market price at the date of
       such purchase; due to large spreads for purchase/sale, as well as to
       the practice of issuing to the broker of irrevocable orders for the
       "quiet periods", the purchase price may differ significantly from the
       price of the previous transaction.
    4. Any purchase of GDRs will be conducted on the London Stock Exchange
       and/or on over-the-counter markets;
    5. The Buyback will be carried out by the way of on-market purchases and
       all shareholders will be treated equally;
    6. Purchases will be carried out by the Company with the assistance of
       Renaissance Capital or any other independent broker, determined by the
       Board of Directors after the approval of the Buyback (if obtained) at
       the AGM;
    7. The amount and timing of repurchases will be determined by HMS Group
       based on its evaluation of business opportunities, market and the
       Company's financial conditions, and according to market practices;
    8. The Buyback program will end as soon as the total amount of acquired
       securities has reached the maximum amount specified (1,405,961 GDRs)
       or, if earlier, on 21 June 2020.

    

   Contacts:

   Inna Kelekhsaeva, Deputy Head of Capital markets, on telephone: +7 (495)
   730-6601, or email:  1 capital-markets@hms.ru

   Alexander Rybin, Head of Capital markets, on telephone: +7 (495) 730-6601,
   or email:  2 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).

    

   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:  RAG
   TIDM:           HMSG
   LEI Code:       254900DDFETNLASV8M53
   OAM Categories: 2.2. Inside information
                   2.3. Major shareholding notifications
                   3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   11132
   EQS News ID:    829539


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:capital-markets@hms.ru
   2. mailto:capital-markets@hms.ru


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