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Company News SECURITIES MARKET NEWS LETTER Weekly SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody February 7, 2019 Issue No. 2019/05 Company News En+ Group says finishes 1st stage of securities swap with Glencore On February 1, 2019 it was reported that En+ Group fulfilled the first stage of a securities exchange with Swiss trader Glencore. As a result, En+ Group bought a 2% stake in aluminum producer RUSAL from an affiliate of Glencore and raised its stake to 50.12%. A transfer of a 6.75% RUSAL stake to En+Group must be made automatically no later than February 2020. In April 2018, the U.S. imposed sanctions against 38 Russian tycoons, government officials and companies, including Oleg Deripaska and companies he controlled - En+ Group, RUSAL, and power producer EuroSibEnergo. In January, Deripaska transferred control over the companies, and his representatives were removed from their board of directors, and the Treasury lifted the sanctions on January 27. As a result, Deripaska owns 44.95% of En+ Group and has the right to vote with a 35% stake, VTB holds 21.68% of the shares and has the right to vote with a 7.35% stake, Citi is a nominal owner of 10.55%, which trader Glencore received in exchange for 8.75% in RUSAL; Citi owns 4.54%, but the right to vote belongs to institutional and retail investors. They also own 4.88%, and can manage a 9.42% combined stake. The members of Deripaska’s family hold 6.75%, charity fund Volnoye Delo 3.22%, other minority shareholders 3.42%. Independent managers have the right to manage the stakes. Government nominates 9 current members to Gazprom’s board On February 1, 2019 it was announced that the Russian government nominated nine current members of gas giant Gazprom’s board of directors to the new board. The nominees include the board’s Chairman Viktor Zubkov, Gazprombank CEO Andrei Akimov, Industry and Trade Minister Denis Manturov, Gazprom CEO Alexei Miller, Energy Minister Alexander Novak, and Agriculture Minister Dmitry Patrushev. The government also proposed to re-elect Timur Kulibayev, chairman of KAZENERGY Association, as well as Viktor Martynov, principal of the Gubkin Russian State University of Oil and Gas, and Vladimir Mau, principal of the Russian Presidential Academy of the National Economy and Public Administration, as Gazprom’s independent directors. Besides the nominees, Gazprom’s current board of directors also comprises deputy CEOs Vitaly Markelov and Mikhail Sereda. Russian Railways sees TransContainer sale no earlier than July-December 2018 On February 1, 2019 Andrei Starkov, Deputy CEO of Russian Railways, said that the company planned to sell its 50% plus two shares stake in container shipping company TransContainer no earlier than the second half of the year. In January, Maxim Akimov, Deputy Prime Minister, said that the government was preparing a schedule for the sale of the stake with the deal planned to be closed in 2019. Starkov declined to disclose the sum of the deal, but said that TransContainer doubled its net profit in the past three years. He confirmed that the stake would be sold via an auction. Russian Railways does not plan to collect excessive dividends from TransContainer before the transaction and expects dividends for 2018 at 50% of the Russian Accounting Standards (RAS) net profit. The company has also revises its attitude toward establishment of a substitute company after the sale and will focus on development of the infrastructure. Russian Railways estimated investment necessary to implement the May Order’s task to raise Russia’s container and transit shipments at RUB 300-450 bln and plans to use the funds raised from the sale of the stake in TransContainer for the project. In 2018, the company sold RUB 5.9 bln of assets and collected RUB 19.3 bln of dividends from its subsidiaries, in line with the plans. In 2019, it plans to raise sales of non-profit assets to over RUB 8 bln and receive around RUB 14 bln of dividends. Russian Railways is ready to sell off its 25% stake in Aeroexpress, Moscow city-airport commuter train operator. There is interest of other shareholders, 1 but no specific proposals have been received yet. The company is also considering reducing its 50% plus one share stake in United Electrical Engineering Plants (Elteza). Prokhorov transfers 100% of Onexim Group into direct ownership On February 4, 2019 it was reported that Russian tycoon Mikhail Prokhorov transferred 100% of Onexim Group into his direct ownership. Before that, Prokhorov controlled Onexim Group through Onexim Group Limited, registered in the British Virgin Islands. Onexim Group directly controls almost 52% of power producer Quadra. Prokhorov indirectly controls a total of 79.56% in Quadra. Sistema says sells RUB 1.74 bln shares in MTS under buyback On February 4, 2019 it was announced that Sistema Finance S.A., a subsidiary of Russian multi-industry holding Sistema, sold 6.8 mln common shares in the country’s largest mobile operator MTS worth about RUB 1.74 bln under the operator’s buyback program. As a result of the deal, Sistema Group’s effective stake in MTS remained unchanged at 50.0053%. In accordance with the terms of the program, the number of shares for the purpose of the transaction was calculated based on the number of ordinary shares and American depositary shares purchased by LLC Bastion in the open market in October in proportion to Sistema Group’s effective equity stake in MTS. TransTeleCom prolongs powers of CEO Kravtsov till January 2022 On February 5, 2019 the board of directors of telecom operator TransTeleCom (TTK), owned by Russian Railways, extended the powers of General Director Roman Kravtsov until January 2022. Kravtsov took the helm at the company in 2016. TTK is one of the country’s five biggest operators of the Internet broadband access in the country. TogliattiAzot sets buyout price for holders at RUB 300 mln per share On February 5, 2019 it was reported that Russian fertilizer maker TogliattiAzot set the buyout price for shareholders that would vote against waiving the company’s public status at RUB 300 mln per share. The price is determined for the purpose of buying out shares by the company from its shareholders if they vote against or do not participate in the vote at an extraordinary meeting on March 2 on making changes to the company’s charter that exclude an indication that TogliattiAzot is a public company, as well as on the company’s appeal to the central bank with a statement of exemption from the obligation to disclose information envisaged by the legislation on securities. The company’s former President Vladimir Makhlai’s companies hold 71% shares in the company, while fertilizer maker UralChem has 10%. Marathon Group owner, Detsky Mir CEO may enter Magnit board On February 5, 2019 the board of directors of Russian grocery retailer Magnit included Marathon Group owner Alexander Vinokurov and largest children goods retailer Detsky Mir CEO Vladimir Chirakhov into the list of nominees to the next board. The shareholders will elect the new board of directors at an annual meeting. Lukoil buys back RUB 2.3 bln shares, USD 34.9 mln GDRs on January 28-February 1, 2019 On February 5, 2019 it was announced that Lukoil Securities Limited, a unit of Russian oil major Lukoil, bought back 449,623 shares for RUB 2.348 bln and 438,842 global depositary receipts (GDRs) for USD 34.857 mln on the open market on January 28-February 1. Lukoil bought the securities at a price of RUB 5,222 per share and of USD 79.43 per GDR. In August 2018, Lukoil announced the start of USD 3 bln buyback program that would be valid through December 30, 2022. Promsvyazbank files RUB 3.1 bln suit versus former owners On February 6, 2010 it was reported that Russia’s Promsvyazbank filed RUB 3.1 bln suit to the Moscow Arbitration Court against Dutch company Promsvyaz Capital B.V. through which brothers Dmitry and Alexei Ananyev controlled the bank previously. The court is yet to start proceedings on the suit, and the suit’s matter was not disclosed. Previously, Promsvyazbank filed RUB 282 bln suit against Promsvyaz Capital B.V. and 12 former top managers of the bank, including the Ananyev brothers. The court is to hear the suit on February 21. The bank also earlier filed a more than RUB 66 bln suit against Promsvyaz Capital B.V. and nine other foreign companies asking the court to void deals signed by the previous administration right before the central bank launched a bailout of Promsvyazbank in December 2017. Magnit buys back RUB 20.3 bln of shares from September 2018 On February 7, 2019 it was stated that Russian grocery retailer Magnit has bought back 5.309 mln shares worth RUB 20.3 bln since the program started. Magnit launched RUB 16.5 bln buyback program in September 2018 and expanded it by RUB 5.7 bln to RUB 22.2 bln. 2 Otkritie FC Bank mulls paying dividends to central bank for 2018 On February 7, 2019 Mikhail Zadornov, CEO of Russia’s Otkritie Financial Corporation (FC) Bank, said that the bank was considering paying dividends to the central bank for 2018. The central bank launched a bailout of Otkritie FC Bank and B&N Bank through the Banking Sector Consolidation Fund in 2017, and decided to merge the two banks excluding bad and non-core assets in 2018. The merger was finished on January 1, 2019. Earlier on February 7, Otkritie FC Bank posted a net profit of RUB 90 bln in 2018 against a net loss of RUB 426.8 bln in 2017, as calculated under International Financial Reporting Standards (IFRS).
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