HMS GDRs

As of December 31, 2018, 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.

Credit ratings

Fitch RatingsExpert RA
HMS Credit Rating / Outlook B+ / Stable ruA+ / Stable
Date of Rating /
Date of Confirmation
22 Feb 2017 / 7 Sept 2017 11 July 2017 / 23 March 2018

Share price

In 2018, GDRs of HMS Group continued to recover and reached US$ 9.80 per 1 GDR, though lower than in 2011-2013. One of the main factors is low liquidity of HMS’ GDRs due to a number of institutional investors, which not only holds large shares since IPO, but also increases them.

GDR performance and volume of trades in 2018, 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
2011 19.90 41.21 22.05516.69
2012 19.50 29.90 21.10494.43
2013 10.50 21.15 12.50292.41
2014 1.30 12.50 1.3030.46
2015 1.30 4.50 2.7664.67
2016 2.05 8.01 7.46174.81
2017 7.46 9.80 9.80229.64
2018 6.60 11.30 7.00164.03
1Q 2018 9.60 10.50 10.50 
2Q 2018 8.70 11.00 10.20 
3Q 2018 9.85 11.30 10.30 
4Q 2018 6.60 10.30 7.00 

Dividends

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 2017, HMS Group paid Rub 11.95 total dividends per 1 ordinary share (Rub 59.75 per 1 GDR).


History of dividend payments

Period Dividend per
share, Rub
Dividend per
GDR, Rub
Amount
announced, Rub mn
Record DatePayment Date
2013 FY 3.41 3.41 399.510 Jun 201427 Jun 2014
2015 9m
(interim)
3.25 3.25 380.814 Dec 201530 Dec 2015
2015 FY
(final)
5.12 25.60 599.903 Jun 201621 Jun 2016
2016 9m
(interim)
3.41 17.05 399.512 Jan 201726 Jan 2017
2016 FY
(final)
5.12 25.60 600.009 Jun 201727 Jun 2017
2017 9m
(interim)
5.12 25.60 600.012 Jan 201826 Jan 2018
2017 FY
(final)
6.83 34.15 800.215 Jun 201803 July 2018
2017 FY
total
11.95 59.75 1,400.2  
2018 9m
(interim)
3.84 19.20 450.011 Jan 201925 Jan 2019

Buyback programme

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 2019.

Management purchases

Within 2018 year, Directors/PDMRs of HMS Group acquired the company’s 19,225 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

Ticker HMSG
CUSIP (RegS) 40425X407
CUSIP (144A) 40425X308
LEI 254900DDFETNLASV8M53
Exchange London Stock Exchange
ISIN (RegS) US40425X2099
ISIN (144A) US40425X1000
Ratio, GDR: common shares 1:5
Local exchange Not traded
Effective Date Feb 11, 2011
Underlying ISIN CY0104230913
Underlying CFI ESVUFR
Despositary bank BNY Mellon