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.
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.
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.
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.