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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.
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:
? GDRs MAR notification by HMST [1]
? GDRs MAR notification by HMS Holding [2]
? Ordinary shares MAR notification by HMST [3]
? Ordinary shares MAR notification by HMS Holding [4]
? Major holdings notification (for Cypriot regulatory purposes) by HMST
[5]
? Major holdings notification (for Cypriot regulatory purposes) by HMS
Holding [6]
? TR-1 notification (for UK regulatory purposes) by HMST [7]
For more information, please, contact:
Alexander Rybin, Head of Capital markets, on telephone: +7 (495) 730-6601,
or email: capital-markets@hms.ru
Inna Kelekhsaeva, Deputy Head of Capital markets, on telephone: +7 (495)
730-6601 x 1318, or email: 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). http://ar2017.grouphms.com [8]
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.
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
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: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=9297f3483a0e6e31c5aa048874bd4629&application_id=785115&site_id=vwd&application_name=news
(END) Dow Jones Newswires
March 07, 2019 09:00 ET (14:00 GMT)
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