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TMK announces delisting of its GDRs from LSE

PAO TMK (LSE: TMKS; MOEX: TRMK), one of the world’s leading producers of tubular products for the oil and gas industry (“TMK” or the “Company”), announces that, further to previous announcements and following the application to the Financial Conduct Authority and the London Stock Exchange (“LSE”), the listing and admission to trading on the LSE of its Regulation S and Rule 144A Global Depositary Receipts (“GDRs”) (CUSIP: 87260R201 and 87260R102, ISIN: US87260R2013 and US87260R1023, SEDOL: B1FY0V4 and B1G3K21, respectively), each representing four ordinary shares of the Company, has been cancelled with effect from start of trading on 17 September 2020.  Immediately following the cancellation of listing, holders of the GDRs will no longer be able to trade their GDRs on the LSE and will not be able to obtain market quotations for the GDRs.

As earlier reported, the Company gave notice to The Bank of New York Mellon, the depositary with respect to its Regulation S and Rule 144A GDRs programmes, and its Level 1 American depositary shares (“ADSs”) programme (the “Depositary”), to terminate the Regulation S / Rule 144A Deposit Agreement, dated 11 September 2006, by and between TMK and the Depositary (the “GDR Deposit Agreement”) and the ADS Deposit Agreement, dated 2 October 2009, by and between TMK, the Depositary and owners and holders of the ADSs (the “ADS Deposit Agreement”), following which the Depositary gave notice of such termination to the GDRs holders and ADSs owners, respectively. 

Information for GDR holders

GDR holders may elect to cancel their GDRs and receive the underlying ordinary shares, subject to, and in accordance with, the GDR Deposit Agreement.  If any GDRs remain outstanding after the GDR programmes’ termination date, which is 19 November 2020, as indicated in the notice by the Depositary to the holders of GDRs, the Depositary will sell the ordinary shares underlying such GDRs and distribute, pursuant to the GDR Deposit Agreement, the net proceeds of such sale to those former GDR holders who have not elected prior to the termination date to receive shares underlying their GDRs.

Information for ADS owners

ADS owners may elect to cancel their ADSs and receive the underlying ordinary shares, subject to, and in accordance with, the ADS Deposit Agreement.  If any ADSs remain outstanding after the expiration of four months from the ADS programme’s termination date, which is 18 September 2020, as indicated in the notice by the Depositary to the owners of ADSs, the Depositary may sell the ordinary shares underlying such ADSs and hold, pursuant to the ADS Deposit Agreement, the net proceeds of such sale for the benefit of those former ADS owners who have not elected to receive shares underlying their ADSs prior to the expiration of the four months from the ADS programme’s termination date.  

For more information:

TMK IR Department:

Irina Yarotskaya

Tel: +7 (495) 775-7600

IR@tmk-group.com

TMK PR Department:

Fedor Klimkin

Tel: +7 (495) 775-7600

PR@tmk-group.com

Cautionary Statement Regarding Forward-Looking Statements

Some of the information in this document may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as “expect”, “believe”, “anticipate”, “estimate”, “forecast”, “intend”, “will”, “could”, “may”, or “might” the negative of such terms or other similar expressions. These statements are only predictions and are based upon various assumptions which are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control. The Company may fail to achieve or accomplish these plans or predictions. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, the impact of various external market factors, regulatory developments, as well as many other risks specifically related to the Company and its business and operations.

Statement Regarding Inside Information

This announcement contains inside information. The subject matter, the identity of the issuer, the identity of the persons making the notification and their titles, and the date and time of the notification are all as set forth above.

Important Notice

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR ADVERTISEMENT OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OR OTHER SECURITIES OF THE COMPANY, NOR SHALL ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTIONS FORM PART OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING SHARES OR SECURITIES OF THE COMPANY.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES AND, TO THE EXTENT APPLICABLE, HOLDERS OF REGULATION S GLOBAL DEPOSITARY RECEIPTS, RULE 144A GLOBAL DEPOSITARY RECEIPTS AND LEVEL 1 AMERICAN DEPOSITARY SHARES (COLLECTIVELY, “DRS”) OF TMK. THE DRS, TO WHICH THIS ANNOUNCEMENT RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL 1996 NO. 39‑FZ “ON THE SECURITIES MARKET”, AS AMENDED (THE “RUSSIAN SECURITIES MARKET LAW”). ANY INFORMATION IN THIS ANNOUNCEMENT AND RELATED DOCUMENTS IN RESPECT OF DRS OF TMK IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE “QUALIFIED INVESTORS” AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS.

THIS NOTICE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES TO WHICH THIS NOTICE RELATES ARE NOT REGISTERED IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION.

THIS ANNOUNCEMENT, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.

TMK announces delisting of its GDRs from LSE