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HMSG: HMS Group Plc: Acquisition



  HMSG: HMS Group Plc: Acquisition

UK Regulatory Announcement

MOSCOW

April 24, 2013

                  HMS Hydraulic Machines & Systems Group plc

     (the “Company”, and together with its subsidiaries, the “HMS Group”)

   HMS Group is to acquire a controlling stake in R&D institute focused on
    compressor technologies and increase its stake in Kazankompressormash

Moscow, Russia – April 24, 2013 – HMS Group (LSE: HMSG), the leading pump and
compressor manufacturer and provider of flow control solutions and related
services in Russia and the CIS, announces today that, in a series of
transactions, it has acquired 26.14% of the share capital (23.19% of the
voting shares) of the leading Russian project and design institute ZAO
“NIITurbokompressor named after V.B.Shnepp” (Turbokompressor) located in
Kazan, Tatarstan, for total consideration of Rub 87.5 mn (c. US$ 2.8 mn), paid
in cash. In the nearest future, the Group intends to increase its interest in
Turbokompressor up to controlling stake under the agreements signed with
current shareholders.

I. Acquisition of the institute

Artem Molchanov, CEO of HMS Group commented:

“Though a size of the acquisition is relatively small, the institute is a
great fit to our strategy in compressor business. Over last 5 years
Kazankompressormash, which became an integrated part of HMS Group in 2012,
mastered a production of a large set of centrifugal compressor types with
electric motors, compressors with gas-turbine motors, multiplicatory and screw
compressors produced with the Turbokompressor’s documentation. Currently,
around 80% of KKM’s innovative production is based on design documentation
prepared by the institute. Thus, on top of our production potential we added
the leading project and design facility to create a competitive advantage of
the Group in offering of integrated solutions for our customers.

Importantly, in the future we’re going to increase our interest in
Turbokompressor’s share capital up to controlling stake, while upon the
completion of the acquisition HMS Group debt will remain in line with the
internal covenants.”

Turbokompressor was founded in 1957 and now is the leading centre for design
of centrifugal, screw and scroll compressors. Since its foundation
Turbokompressor prepared a set of project documentation for more than 4,500
centrifugal and 17,500 screw and rotary compressor units, which was a base for
compressor units installed across different countries, including Russia,
China, US and Turkey. Having excellent R&D potential, 39 unique testing
benches and experienced team of 450 professionals, including 250 engineers, 4
Doctors of science and 16 PhDs, Turbokompressor designs 10-12 of new
compressor samples annually.

Quality management system of Turbokompressor is certified  to international
standard ISO 9001:2008.

The institute not only managed to save its scientific potential and
successfully passed through challenging 1990s, but also participated in
several landmark projects in the Russian gas industry. In early 2000s, the
institute was a general project designer for a unified compressor unit GPA-16
“Volga” with capacity of 16 thousands kW*h, designed for Gazprom and installed
in the existing gas transportation pipelines. Later on, in order to improve
energy efficiency of gas transportation process, the institute designed more
than 200 replacement parts of air-gas channels of compressors installed in the
Gazprom’s transportation system.

The institute has a solid client base consisting of Russian major oil and
energy companies, including Gazprom, Lukoil, Rosneft, Surgutneftegaz, Tatneft,
Sibur, Nizhnekamskneftekhim, NLMK and other customers in chemical,
petrochemical, coal, metals and mining industries.

Annual revenue of the institute in 2012 was approx. Rub 290 mln.

II. Stake in Kazankompressormash shares

The institute also holds 15.77% of Kazankompressormash’s share capital.

For more information, please contact:

Investor Relations: Sergey Klinkov, Head of Investor Relations

Phone: +7 (495) 730-6601 x 1318, Klinkov@hms.ru

Media Relations: Nozima Karimova, Head of Press Service

Phone: +7 (495) 730-6610, Karimova@hms.ru

HMS Group is the leading pump & compressor manufacturer and provider of flow
control solutions and related services to the oil and gas, nuclear and thermal
power generation and water utilities sectors in Russia and the CIS. HMS’
products are mission-critical elements of projects across a diverse range of
industries. It has participated in a number of large-scale infrastructure
projects in Russia, including providing pumps and modular equipment to the
Vankor oil field and pumping stations on recent trunk pipelines projects
linking Russia’s core oil producing areas to export ports on the Pacific Ocean
and Baltic Sea. The Group reported revenues of Rub 23.6 billion, adjusted
EBITDA of Rub 4.0 billion and profit for the period of Rub 1.5 billion for the
9 months ended September 30, 2012. The HMS Group’s global depositary receipts
(“GDRs”) are listed under the symbol “HMSG” on the London Stock Exchange.

DISCLAIMER

THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN
OFFER TO BUY OR SUBSCRIBE FOR, GDRs OR OTHER SECURITIES TO ANY PERSON IN ANY
JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL AND,
IN PARTICULAR, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF ANY SECURITIES IN THE UNITED
STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”). THE HMS GROUP HAS NOT REGISTERED AND
DOES NOT INTEND TO REGISTER ANY PORTION OF ANY OFFERING IN THE UNITED STATES
OR TO CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES.

THIS COMMUNICATION IS ONLY BEING DISTRIBUTED TO AND IS DIRECTED ONLY AT (I)
PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) INVESTMENT PROFESSIONALS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”) AND (III) HIGH NET WORTH
ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING
WITHIN ARTICLE 49(2) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS “RELEVANT PERSONS”). THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE
ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE,
PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL BE ENGAGED IN ONLY WITH,
RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR
RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.

Contact:

HMS Group Plc
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