07.03.2019

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:

Contacts:
Alexander Rybin, Head of Capital markets, on telephone: +7 (495) 730-6601, or email: rybin@hms.ru
Inna Kelekhsaeva, Deputy Head of Capital markets, on telephone: +7 (495) 730-6601, or email: kelekhsaeva@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

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