21st Mar 2011 16:20
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION
MO\87866.1
HMS Hydraulic Machines & Systems Group plc(the "Company", and together with its subsidiaries, the "HMS Group")
Amendments to a JV Agreement between certain controlling shareholders
The HMS Group (LSE: HMSG), the leading pump manufacturer and provider of flow control solutions and related services in Russia and the CIS, today announces that it has been advised by its controlling shareholder, H.M.S. Technologies Limited ("HMST"), of certain amendments to the arrangements governed by a joint venture agreement dated 24 December 2010 between HMST and certain of its shareholders (the "Joint Venture Agreement"), as described in the Company's prospectus dated 11 February 2011 (the "Prospectus") relating to the Company's GDRs and their Admission to the Official List and to trading on the London Stock Exchange's main market.
The amendments to the Joint Venture Agreement are intended to reflect the consensual basis upon which the shareholders in HMST (the "HMST Shareholders") manage and vote their shares in the Company, as referred to in the Prospectus, and include:
Amendment to the board composition of HMST, so that it reflects more closely the ownership interests of the HMST Shareholders in HMST. Amendment to the rights of HMST Shareholders to appoint and remove directors of the Company (the "Company Directors"), so that any decision by HMST as to how to vote its shares in the Company on any appointment or removal of a Company Director must (a) prior to 1 March 2012, be approved by all but one of the directors of HMST and (b) after 1 March 2012, be approved by a simple majority of the directors of HMST. (Prior to the amendments, holders of Class A shares of HMST-principally, German Tsoy, Artem Molchanov and Kirill Molchanov-were entitled to appoint all but one of the Company Directors.) Amendment to the rights of HMST Shareholders to appoint and remove members of the executive bodies, internal auditing bodies and directors of OJSC HMS Group and each of its subsidiaries, so that any such appointments or removals must be approved by a simple majority of the directors of HMST. Amendment to the reserved matters listed in the Prospectus, so that (a) if a reserved matter is approved at a shareholders meeting of HMST, it requires the approval of HMST Shareholders holding 75% of the shares in HMST, and (b) if a reserved matter is approved at a board meeting of HMST, it requires the approval of all but one of the directors of HMST. Mr Tsoy will be permitted to transfer his Class A shares of HMST to Acura Global Limited, a BVI company wholly owned by him. Artem Molchanov and Kirill Molchanov will be permitted to transfer their Class A shares of HMST to Orion Production Limited, a BVI company wholly owned by the Molchanovs.Mr Tsoy is the Chairman of the Company's Board of Directors, Artem Molchanov is a member of the Board and Chief Executive Officer and Kirill Molchanov is a member of the Board and First Deputy Chief Executive Officer of the HMS Group.
HMST and the HMST Shareholders have advised the Company that these transactions and amendments to the Joint Venture Agreement are intended to reflect more closely the consensual basis upon which the HMST Shareholders manage and vote their shares in the Company.
For further information, please contact:
| HMS Group | Tel+7 (495) 730-66-12 | Alexander Rybin, Extension - 1006 | |||
| Cell: +7 916 708 12 21 | Nozima Karimova, Extension - 1517 |
NOTES TO EDITORS
The HMS Group-Business Overview
The HMS Group is the leading pump manufacturer and 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. According to the international consultancy Frost & Sullivan, in 2009, the HMS Group had a 41 per cent market share in Russia (by revenues) in its core industrial pumps segments and a 35 per cent market share in Russia (by revenues) in its core modular equipment market segments. The HMS Group's products are mission-critical elements of projects across a diverse range of industries. The HMS Group 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.
For the year ended 31 December 2009, the HMS Group had revenues of RUR 14.8 billion, EBITDA of RUR 1.9 billion, and net profit of RUR 83.2 million. For the nine months ended 30 September 2010, the HMS Group had revenues of RUR 16.2 billion, EBITDA of RUR 2.3 billion, and net profit of RUR 1.1 billion.
The HMS Group-Corporate Information
The HMS Group is HMS Hydraulic Machines & Systems Group plc, a public limited company incorporated in Cyprus, together with (as the context may require) its consolidated subsidiaries. The HMS Group's principal operating subsidiaries are incorporated in Russia, Ukraine and Belarus.
Global depositary receipts ("GDRs"), each representing an interest in ordinary shares ("Shares") of the Company, have been admitted to trading on the London Stock Exchange's main market under ticker symbol HMSG and to the Official List of the UK Listing Authority since 14 February 2011 ("Admission").
DISCLAIMER
THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, GDRs OR OTHER SECURITIES TO ANY PERSON IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL AND, IN PARTICULAR, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF ANY SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HMS GROUP HAS NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY PORTION OF ANY OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES.
THIS COMMUNICATION IS ONLY BEING DISTRIBUTED TO AND IS DIRECTED ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND (III) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.
THIS COMMUNICATION IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF APPLICABLE MEASURES IMPLEMENTING EU DIRECTIVE 2003/71/EC (SUCH DIRECTIVE, TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN THE RELEVANT HOME MEMBER STATE UNDER SUCH DIRECTIVE, THE "PROSPECTUS DIRECTIVE") AND AS SUCH DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES. A PROSPECTUS PREPARED PURSUANT TO THE PROSPECTUS DIRECTIVE HAS BEEN PUBLISHED, AND IS AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.
ANY OFFER OF SECURITIES TO THE PUBLIC THAT MAY BE DEEMED TO BE MADE PURSUANT TO THIS COMMUNICATION IN ANY EEA MEMBER STATE THAT HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE IS ADDRESSED SOLELY TO QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE) IN THAT MEMBER STATE.
INFORMATION CONTAINED HEREIN IS NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, SELL, PURCHASE, EXCHANGE OR TRANSFER ANY SECURITIES IN RUSSIA OR TO OR FOR THE BENEFIT OF ANY RUSSIAN PERSON OR ANY PERSON IN THE RUSSIAN FEDERATION, AND DOES NOT CONSTITUTE AN ADVERTISEMENT OR OFFERING OF ANY SECURITIES IN RUSSIA WITHIN THE MEANING OF RUSSIAN SECURITIES LAWS TO ANY PERSON OTHER THAN A "QUALIFIED INVESTOR" (AS DEFINED IN RUSSIAN SECURITIES LAWS). THIS INFORMATION MUST NOT BE PASSED ON TO THIRD PARTIES OR OTHERWISE BE MADE PUBLICLY AVAILABLE IN RUSSIA. THE SECURITIES REFERRED TO IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN RUSSIA OR ADMITTED TO PUBLIC PLACEMENT AND/OR PUBLIC CIRCULATION IN RUSSIA. THE SECURITIES ARE NOT INTENDED FOR "OFFERING", "PLACEMENT" OR "CIRCULATION" IN RUSSIA, EXCEPT AS PERMITTED BY RUSSIAN LAW (EACH AS DEFINED IN RUSSIAN SECURITIES LAWS).
CERTAIN STATEMENTS IN THIS PRESS RELEASE ARE NOT HISTORICAL FACTS AND ARE "FORWARD LOOKING" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE US SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING THE HMS GROUP'S PLANS, EXPECTATIONS, PROJECTIONS, OBJECTIVES, TARGETS, GOALS, STRATEGIES, FUTURE EVENTS, FUTURE REVENUES OR PERFORMANCE, CAPITAL EXPENDITURES, FINANCING NEEDS, PLANS OR INTENTIONS RELATING TO ACQUISITIONS, THE HMS GROUP'S COMPETITIVE STRENGTHS AND WEAKNESSES, FINANCIAL POSITION AND FUTURE OPERATIONS AND DEVELOPMENT, THE TRENDS THE HMS GROUP ANTICIPATES IN THE INDUSTRIES AND THE POLITICAL AND LEGAL ENVIRONMENT IN WHICH IT OPERATES AND OTHER INFORMATION THAT IS NOT HISTORICAL INFORMATION. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY TERMS SUCH AS "AIM", "EXPECT", "BELIEVE", "ANTICIPATE", "ESTIMATE", "FORECAST", "INTEND", "WILL", "COULD", "MAY" OR "MIGHT", THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR EXPRESSIONS. MANY FACTORS COULD CAUSE THE HMS GROUP'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN IT'S PROJECTIONS OR FORWARD-LOOKING STATEMENTS, INCLUDING, AMONG OTHERS, GENERAL ECONOMIC CONDITIONS, THE HMS GROUP'S COMPETITIVE ENVIRONMENT, RISKS ASSOCIATED WITH OPERATING IN RUSSIA, RAPID TECHNOLOGICAL AND MARKET CHANGE IN THE HMS GROUP'S INDUSTRIES, AS WELL AS MANY OTHER RISKS SPECIFICALLY RELATED TO THE HMS GROUP AND ITS OPERATIONS.
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE BASED UPON VARIOUS ASSUMPTIONS, MANY OF WHICH ARE BASED, IN TURN, UPON FURTHER ASSUMPTIONS, WHICH MAY INCLUDE WITHOUT LIMITATION, THE HMS GROUP'S EXAMINATION OF HISTORICAL OPERATING TRENDS, DATA CONTAINED IN THE HMS GROUP'S RECORDS AND OTHER DATA AVAILABLE FROM THIRD PARTIES. BY THEIR VERY NATURE, FORWARD-LOOKING STATEMENTS INVOLVE INHERENT RISKS AND UNCERTAINTIES, BOTH GENERAL AND SPECIFIC, AND RISKS EXIST THAT THE PREDICTIONS, FORECASTS, PROJECTIONS AND OTHER FORWARD-LOOKING STATEMENTS WILL NOT BE ACHIEVED. GIVEN THESE RISKS AND UNCERTAINTIES, YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. THE HMS GROUP DOES NOT INTEND AND DOES NOT ASSUME ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN.
Copyright Business Wire 2011
Related Shares:
Hms Hydraulic S