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20 Jun 2017 16:38
June 20, 2017
HMS Hydraulic Machines & Systems Group plc
(the “Company”, and together with its subsidiaries, the “HMS Group”)
Resolutions of the Annual General Meetings of Shareholders
HMS Group (LSE: HMSG)(the “Group”), the leading pump and compressor manufacturer and provider of flow control solutions and related services in Russia and the CIS, today announces that the following resolutions have been approved by the Annual General Meeting of Shareholders held on June 20, 2017:
1) Annual Report, Consolidated Financial of the Group and Standalone Financial Statements of the Company for the year ending 31 December 2016 have been adopted;
2) Mr. Philippe Delpal has been re-elected as a Non-Executive Independent Directors;
3) Mr. Vladimir Lukyanenko has been re-elected as a Non-Executive Director;
4) 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;
5) The payment of dividends in relation to the financial year ended December 31, 2016 in the total amount of 8.53 RUB per ordinary share, which includes the interim dividends of 3.41 RUB per ordinary share paid in accordance with the Directors’ resolution dated December 5, 2016 and a final dividend for 2016 of 5.12 RUB per one ordinary share. The final dividend distribution for 2016 of 5.12 RUB per one ordinary share, amounting to total final dividend of 600,000,000 RUB, have been adopted. June 9, 2017 as the Record Date and June 27, 2017 as the Payment Date for the purposes of dividend distribution have been adopted;
6) 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 25, 2017, has been approved by the way of the Special Resolution;
BUY-BACK PROGRAM
1. The Buyback period will be 1 year from June 20, 2017 if the program will be approved at the AGM, i.e. from June 20, 2017 through June 20, 2018;
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 shares/underlying shares | % share in the capital | Number of GDRs (1 GDR = 5 shares) | |||||
| Subscribed capital of the Company (ordinary shares) | 117,163,427 | 100.00 | - | ||||
| Maximum number of shares/GDRs to be purchased | 7,029,805 | 6.00 | 1,171,634 | ||||
| Treasury shares/GDRs | 4,517,810 | 3.86 | 903,952 | ||||
| Number of shares/GDRs, HMS can purchase under the Buyback program | 2,511,995 | 2.14 | 268,072 |
3. GDRs will be repurchased at the prevailing market price at the date of such purchase and may not exceed 5 (five) percent of an average market price for all market trades within 5 (five) days prior to the acquisition;
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;;
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 June 20, 2018.
***
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, 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).
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