As of December 31, 2019, HMS Hydraulic Machines & Systems Group Plc had an issued share capital of Euro 1,171,634.27 divided into 117,163,427 ordinary shares with par value of Euro 0.01 per share, and these shares are not traded.
In February 2011, the company signed a depositary agreement with The Bank of New York Mellon (BNY Mellon), under which the issue of Global Depositary receipts (GDRs) for HMS Group shares was initiated. The total number of GDRs issued in exchange for shares of HMS Group amounted to 48,004,000 GDRs or approximately 41% of the Company’s issued share capital.
Since February 8, 2016, the ratio of the company’s GDRs program was changed:
- Old ratio: 1 GDR equals 1 Ordinary share
- New ratio: 1 GDR equals 5 Ordinary shares
For every 5 GDRs held, holders received 1 “new” GDR in return. The issued number of ordinary shares and their nominal value remained unchanged. Currently there are 9,600,800 depositary receipts outstanding in the GDR programme.
According to the terms of the amended deposit agreement with BNY Mellon, the annual depositary fee decreased to US$ 0.01 per “new” GDR.
In March, 2019, the major shareholder of HMS Group, 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:
- 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;
- 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:
- 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
- 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 did 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.
Then in December, 2019, the new major shareholder of HMS Group, JSC HMS Holding completed the process of cancellation (disposal by HMS Holding) of 2,924,207 global depositary receipts issued under the Company’s depositary receipts program representing 14,621,035 shares in the Company and withdrawal of (acquisition by HMS Holding of) the Underlying Shares from the depositary (the Bank of New York Mellon) in the name of HMS Holding (the “Conversion”).
As a result of the Conversion, HMS Holding retains full control over the majority shareholding in the Company being a direct holder of 71.51% of the Company’s issued share capital, and, consequently, the Conversion neither triggers an obligation of the Company or HMS Holding to make any mandatory offer to the GDR holders, nor lead to any change in corporate governance of the Company.
The issued number of ordinary shares and their nominal value remained unchanged. Currently there are 6,676,592 depositary receipts outstanding in the GDR program.
Long Term Incentive Plant
In May, 2019, the Group‘s Executive Directors and PDMRs listed below acquired an interest over the Company's Global depositary receipts following the grant of awards under the Company's Long Term Incentive Plan ("LTIP") for the 2016 award year. The awards were part of a grant of GDRs to seventeen Company’s managers as a Motivational Package for the 2016 Award year under the Long-term Incentive Program. The total amount of GDRs paid to the LTIP participants was equal to 1.77 percent of the Company’s issued share capital.
|Fitch Ratings||Expert RA|
|HMS Credit Rating / Outlook||B+ / Stable||ruA / Negative|
|Date of Rating /
Date of Confirmation
|22 Feb 2017 / 30 July 2019||11 July 2017 / 5 August 2019|
GDR performance and volume of trades in 2019, the London Stock Exchange
Price of HMS Group’s GDRs
|Min, US$||Max, US$||GDR price at the end|
of the period, US$
|Market capitalization at the
end of the period, US$ mn
In 2016, the HMS Board of Directors approved an updated Dividend Policy reflecting the Group’s strategy to maximize shareholder returns. As a general rule, the company targets to pay our total dividends for a given reporting period in the region of 50% of the “Profit attributable to Shareholders of the Company” for the year, as set out in its IFRS Consolidated Financial Statements, subject to capital constraints such as Debt and Liquidity position and forecast. HMS also plans to pay out dividends basically twice a year (interim and final). Dividends are announced per 1 ordinary share.
For the periods ended in 2018, HMS Group paid Rub 9.81 total dividends per 1 ordinary share (Rub 49.05 per 1 GDR).
History of dividend payments
announced, Rub mn
|Record Date||Payment Date|
|2013 FY||3.41||3.41||399.5||10 Jun 2014||27 Jun 2014|
|3.25||3.25||380.8||14 Dec 2015||30 Dec 2015|
|5.12||25.60||599.9||03 Jun 2016||21 Jun 2016|
|3.41||17.05||399.5||12 Jan 2017||26 Jan 2017|
|5.12||25.60||600.0||09 Jun 2017||27 Jun 2017|
|5.12||25.60||600.0||12 Jan 2018||26 Jan 2018|
|6.83||34.15||800.2||15 Jun 2018||03 July 2018|
|3.84||19.20||450.0||11 Jan 2019||25 Jan 2019|
|5.97||29.85||699.5||14 Jun 2019||01 Jul 2019|
HMS Group started its buyback program in 2012. The company planned to invest in repurchase of GDRs up to $ 25 million. The main objectives of the program’s implementation were an intention to maximize shareholder value as well as a reduction of the effect of external shocks on GDR’s price.
Buyback period is 1 year, and the renewal of the program should be approved by the Annual General Meeting of Shareholders.
In 2015, the company approved new conditions of the program: the maximum number of GDRs, which could be repurchased, was increased to 5% of the subscribed capital of HMS Group, including previously acquired and held in the form of treasury shares.
In 2016, the company increased the maximum number of GDRs, which could be repurchased, to 6% of the subscribed capital of HMS Group.
As of today, HMS has repurchased 1,204,282 GDRs since the start of the program. The Buyback program will end as soon as the total amount of acquired securities has reached the maximum amount specified (1,405,961 GDRs) or, if earlier, in June 2020.
Within 2019 year, Directors/PDMRs of HMS Group acquired the company’s 15,475 GDRs on the open market, using their own funds.
The Company’ shares are now held by JSC HMS Holding, though HMS Technologies remains the ultimate controlling parent as the sole shareholder of JSC HMS Holding.
Shareholding by holders
(effective share), [%]
Shareholders by legal entities,
as of 31.12.2018 [%]
Information on HMS Group Plc GDRs
|Exchange||London Stock Exchange|
|Ratio, GDR: common shares||1:5|
|Local exchange||Not traded|
|Effective Date||Feb 11, 2011|
|Despositary bank||BNY Mellon|