TMK suggested by minority shareholders to join the company
TMK – a large manufacturer of steel pipes – plans to join eight controlled companies to optimize management and consolidation of financial flows. Owners of minority shares, including individuals and ZPIF under the control of the structure of Gazprombank, can receive TMK shares or present papers for ransom. TMK shares on the news have reacted with growth, but some analysts see risks for liquidity of papers.
On June 16, the Board of Directors of TMK will consider the transition to a single campaign as a result of joining the maternal company eight controlled societies that will be transformed into branches. TMK reported this on June 2. Shares of minority shareholders of attached companies who will agree to changes will be exchanged for shares of PJSC TMK, which will require additional ministry in the amount of up to 5% of the authorized capital. The shareholders of the attached societies and TMKs who do not agree with the accession will be able to present their papers for the ransom.
The list includes TMK TR, TD TMK, VTZ JSC (Volzhsky Pipe Plant), Sinentz JSC (Sinarsky Pipe Plant), AO STZ (Seversky Pipe Plant), Tagmet JSC (Taganrog Metallurgical Plant), PNTZ JSC (Pervoural Novotrubberry Plant), CHTPZ AO (Chelyabinsk Pipeline Plant). Minority participants are present in TMK TR, TAGMETA, STZ and Sintz. According to the Unified State Register of Legal Entities, 42% of TMC TR is owned by ZPIF Proteya under the direction of AAA Directorate Capital, which is part of the Gazprombank group. In Tagmet, STZ and Sintz, it follows from the reporting of companies for 2024 TMK, owns 97.5%, 94.05% and 98.05%, respectively. In Gazprombank Kommersant did not answer.
The TMK was informed “Kommersant” that the minority shareholders of the plants, which will be attached to the TMK, mainly individuals.
Transformations explained in the company, aimed at optimizing the structure, increasing operating efficiency by consolidating business processes and financial flows. In particular, TMK noted, tender procedures will be consolidated, unified warehouse base and the base of counterparties will be created, procurement costs will be reduced, and transparent redistribution of profit will occur due to the consolidation of dividend flow.
TMK is included in the three manufacturers of seamless pipes in terms of sales in the world. The volume of sale in 2024 increased by 0.2%, to 4.2 thousand tons. The revenue for that period decreased by 2.2%, to 532.2 billion rubles, adjusted EBITDA fell by 29%, to 92.4 billion rubles, clean loss amounted to 27.6 billion rubles. MKOOO TMK Steal Holding owns 89.1% TMK, Free-Float-10.9%. Until March 2022, the beneficiary of TMK was the founder Dmitry Pumpyansky. At the end of 2024, the company’s reports say, TMK Style Holding own an individual, the share of each does not exceed 25%.
Investors positively reacted to the news. By 19:00 on June 2, TMK shares on the Moscow Exchange were 8.49%, up to 108.9 rubles. For paper. Capitalization increased to 114.22 billion rubles. The transfer of subsidiaries of TMK to a unified action will increase the assessment of the company, says FG Finams, Aleksey Kalachev, an analyst with FG: “Just such considerations are driven by investors when buying shares.”
Mikhail Shulgin, chief analyst of the Center for Investment Analytics of the Rosgosstrakh Life SK, says that the accession simplifies corporate governance, improves the balance sheet for RAS and can imply a higher dividend attractiveness of TMK.
The director of corporate ratings « Expert RA » Mikhail Nikonov also notes that investors perceive consolidation as an opportunity to reduce operating costs, which is able to potentially form a higher amount of free cash flows. The analyst of the Sinara investment bank Dmitry Smolin evaluates the overall effect of the EBITDA level of 2-3 billion rubles.
According to BCS estimates, if all minority shareholders of TMK and attached structures present paper for redemption, the company will have to pay about 5 billion rubles. for shares of PJSC and 1.5-3 billion rubles. For the shares of controlled societies. If all shareholders agree with the reorganization and minority participants in subsidiaries in full change shares to the TMK shares, the company’s free-freeat can decrease to about 6%, and the cost of shares-by 4.8%, analysts indicate.
