Hms Hydraulic S Regulatory News (HMSG)

15 Jun 2016 15:29

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 14, 2016:

1) Annual Report, Consolidated Financial of the Group and Standalone Financial Statements of the Company for the year ending 31 December 2015 have been adopted;

2) Mr. Artem Molchanov has been re-elected as an Executive Directors;

3) Mr. Nikolay Yamburenko has been re-elected as a Non-Executive Director;

4) Mr. Gary Yamamoto has been re-elected as a Non-Executive Independent 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, 2015 in the total amount of 8.37 RUR per ordinary share, which includes the interim dividends of 3,25 RUR per ordinary share paid in accordance with the Directors’ resolution dated December 7, 2015 and a final dividend for 2015 of 5.12 RUR per one ordinary share. The final dividend distribution for 2015 of 5.12 RUR per one ordinary share, amounting to total final dividend of 599 876 746 RUR, have been adopted. June 3, 2016 as the Record Date and June 21, 2016 as the Payment Date for the purposes of dividend distribution have been adopted;

7) 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 27, 2016, has been approved by the way of the Special Resolution;

BUY-BACK PROGRAM

1. The Buyback period will be 1 year from June 19, 2016 if the program will be approved at the AGM, i.e. from June 19, 2016 through June 19, 2017;

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):

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 19, 2017.

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About HMS Group

HMS Group is the leading pump and compressor manufacturer, as well as provider of flow control solutions and related services to the oil and gas, nuclear and thermal power generation and water utilities sectors in Russia and the CIS. HMS Group’s products are mission-critical elements of projects across a diverse range of industries. It has participated in a number of large-scale infrastructure projects in Russia, including providing pumps and modular equipment to the Vankor oil field and pumping stations on recent trunk pipelines projects linking Russia’s core oil producing areas to export ports on the Pacific Ocean and Baltic Sea. HMS Group’s global depositary receipts (“GDRs”) are listed under the symbol “HMSG” on the London Stock Exchange.

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