en
06

Company’s Securities

6.1
Share Capital

As at 31 December 2017, the share capital of PAO TMK was comprised of 1,033,135,366 fully paid-up ordinary shares, each with a nominal value of RUB 10. PAO TMK has not issued any preferred shares, either outstanding or authorized.

In February 2017, PAO TMK completed its secondary public offering of 138,888,888 existing ordinary shares by its wholly owned subsidiary Rockarrow Investments Limited. The offering price was set at RUB 75 per ordinary share. The proceeds from the offering in the amount of RUB 10.4 billion were used to purchase 138,888,888 ordinary shares from VTB Bank (VTB) pursuant to a call option.

35%Of shares represent free float

PAO TMK’s shareholder base as at 31 December 2017

TMK Steel Holdings (including affiliates)*65,0584 %
PAO TMK’s subsidiaries0,0051 %
Free float34,9365 %
Total:100 %
* The main beneficiary is Dmitry Pumpyanskiy.

As at 31 December 2017, 34.9365% of PAO TMK’s shares represented free float, with approximately 42% of them traded as GDRs on the London Stock Exchange. PAO TMK’s Board of Directors and Management Board jointly held a total of 408,286 shares, or 0.039% of the Company’s authorized capital.

PAO TMK’s securities are listed on Russian and international stock exchanges.

  • Shares are listed on the Moscow Exchange under the TRMK ticker (Bloomberg: TRMK:RM / Reuters: TRMK.MM) and are included into the A1 quotation list of the Moscow Exchange.
  • GDRs are listed on the London Stock Exchange under the TMKS ticker (Bloomberg: TMKS:LI / Reuters: TRMKq.L) in the Main market in the International Order Book, each GDR representing four ordinary PAO TMK shares. The Bank of New York Mellon Corporation (BNY Mellon) acts as the depository bank.
REG.S
144A
CUSIP
87260R201
87260R102
SEDOL
B1FY0V4
B1G3K21
ISIN
US87260R2013
US87260R1023

At the date of approval of the Annual Report, three bond issues of OAO TMK are outstanding on the Moscow Exchange: BО-05 (RU000A0JWCM0), BО-06 (RU000A0JXPD9), and BО-07 (RU000A0JXSF8). In addition, ТМК Capital S.A. has a seven-year Eurobond for $500 million with a 6.75% coupon, maturing in April 2020.

On 25 December 2017, PAO TMK’s Board of Directors approved the Company’s Exchange-Traded Bonds Program whereby the maximum nominal bond value is set at RUB 60 billion or its equivalent in a foreign currency. The program’s ID assigned by the Moscow Exchange is 4-29031-H-001P-02E.

6.2
Dividend Policy and Dividends

TMK’s dividend policy is governed by the principles of balanced capitalization growth and higher dividends, based on the net profit received in a relevant period and factoring in the Company’s operational needs and investment requirements.

PAO TMK’s Board of Directors generally recommends the General Meeting of Shareholders to pay out dividend on the outstanding shares in amounts equal to at least 25% of the Company’s IFRS consolidated net profit.

Key priorities of TMK’s dividend policy include higher capitalization and investment appeal of the Company, wealth growth, and balancing the interests of all shareholders.

The dividend policy is articulated in the Dividend Policy Regulations , which seeks to introduce a transparent and efficient mechanism for determining the amount of dividends and the dividend pay-out procedure, and outlining the Board of Directors’ strategy in issuing recommendations on dividends payable on shares, and the terms and procedure for dividend pay-outs.

Dividends accrued and paid out by the Company from 2012 to 2017

Total dividends accrued in 2012 RUB 2,193.95 million
Total dividends accrued in 2013 RUB 1,706.41 million
Total dividends accrued in 2016 RUB 4,029.228 million
Dividends
6M 2012
2012
6M 2013
2013
6M 2014
6M 2015
6M 2016
2016
Total dividends, RUB million
1 406,38
787,57
975,09
731,32
393,79
2 400,41
2 004,283
2 024,945
Dividend per share, RUB
1,5
0,84
1,04
0,78
0,397
2,42
1,94
1,96
Declaration date
02.11.2012
25.06.2013
11.11.2013
19.06.2014
25.12.2014
12.10.2015
29.09.2016
08.06.2017
Pay-out date set by the General Meeting
28.12.2012
23.08.2013
10.01.2014
10.08.2014
15.02.2015
29.11.2015
14.11.2016
26.07.2017
close