Company News SECURITIES MARKET NEWS LETTER Weekly
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SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody March 15, 2018 Issue No. 2018/09 Company News Transneft says no plans to sell controlling stake in NCSP On March 2, 2018 Nikolai Tokarev, CEO of Russian oil pipeline monopoly Transneft, said that the company did not plan to sell a controlling stake in Novorossiysk Commercial Sea Port (NCSP) and would develop a new strategy for the port’s development. The deal to buy the stake in NCSP could be closed within a month and a half and its value was currently being discussed. In February, the Federal Antimonopoly Service cleared Transneft’s affiliate Fenti Development Ltd to acquire a 50.1% voting stake in NCSP. He also said the situation with the collapse of oil product transshipment in the port of Novorossiysk would be fully settled in two-three days. Igor Dyomin, adviser to Tokarev, said earlier that actions of the captain of the port of Novorossiysk led to a collapse of oil product exports, as loading of six tankers was suspended and about 2,400 railway tank wagons were waiting to be unloaded. Tokarev also said that Transneft plans to apply to the government due to the situation with a shortfall of income from transportation of oil to China through Kazakhstan. On March 1, KazTransOil notified Transneft of more than doubling the transit tariff. Sistema board appoints former MTS CEO Dubovskov as new president On March 2, 2018 the board of directors of Russian multi-industry holding Sistema appointed Andrei Dubovskov, the former CEO of the country’s major mobile operator MTS, controlled by the holding, as a new president. Beluga Group buys back, cancels 5.55 mln shares On March 5, 2018 it was reported that Russian spirits producer Beluga Group, earlier known as Synergy, bought back and cancelled 5.554 mln shares, or 22.26% of its charter capital. The buyback price was earlier set at RUB 600 per security. The buyback was aimed at optimization and simplification of the structure of the shareholder equity. NCSP cancels EGM due to lack of quorum On March 6, 2018 it was announced that Russia’s Novorossiysk Commercial Sea Port (NSCP) cancelled an extraordinary general meeting (EGM) of shareholders scheduled for March 5 due to the lack of quorum. Shareholders were to elect a new board of directors. Previously, a representative of multi-industry holding Summa Group stated that Novoport Holding Ltd - a joint venture between Summa and oil pipeline monopoly Transneft, which owns 50.1% in NCSP - did not appoint its representatives to the board of directors of the port due to a government ruling to sign a new shareholder agreement of NCSP. In February, the Federal Antimonopoly Service allowed Fenti Development Ltd, Transneft’s affiliate, to acquire a 50.1% voting stake in NCSP under a condition that all tariffs of the port should be calculated in rubles. Besides ownership of the 50.1% stake in NCSP on a parity basis with Summa, Transneft also directly controls a 10.5% stake in the port. Other shareholders of NCSP include the Federal State Property Management Agency with a 20% stake, and subsidiaries of Russian Railways with a 5.3% stake. The rest is free-float. CEO says Rostelecom may offer quasi-treasury shares On March 6, 2018 Mikhail Oseyevsky, President of Russian state-controlled telecom operator Rostelecom, stated that the company did not rule out a secondary public offering (SPO) of quasi-treasury shares that were kept on the balance of its unit, Mobitel. Senior Vice-President and Chief Financial Officer Kai-Uwe Mehlhorn said the company could consider this scenario if the market situation improves. Mobitel holds 10.49% of common shares of the parent company and 30.79% of preferred shares. 1 MegaFon board suggests shareholders re-elect existing board On March 7, 2018 the board of directors of Russian mobile operator MegaFon approved a list of candidates- existing members to the board to be elected at an annual meeting of shareholders. The board was fully revamped in January, when it was joined by two people from Gazprombank, the operator’s new shareholder -- Alexei Antonyuk, general director of Gazprombank Asset Management, and Alexander Ushkov, head of the bank’s project financing department. There are also two independent directors and five members put forward by MegaFon’s main shareholder, USM Holdings. The previous board’s Chairman Ivan Streshinsky explained the new lineup of the board by new challenges related to toughening competition and the need for digital transformation. USM Holdings owns 56.32% of MegaFon, and Gazprombank Group has 18.79%, the operator’s unit, MegaFon Investments, holds 3.92%, and 20.97% are in free float. MTS buys 3 mln shares from Sistema for RUB 930 mln under buyback On March 12, 2018 it was reported that Stream Digital, a wholly-owned subsidiary of major Russian mobile operator MTS, purchased 3,053,716 shares of MTS common stock, or 0.15% of share capital, from Sistema Finance, a Luxembourg-based subsidiary of MTS core shareholder, multi-industry holding Sistema, for RUB 930 mln. Stream Digital acquired the shares of common stock from Sistema Finance under a sale and purchase agreement concluded prior to the launch of MTS’s repurchase plan. The agreement stipulates that Stream Digital acquire a number of shares from Sistema Finance proportional to the number of MTS shares of common stock, including shares of common stock represented by American depositary shares (ADSs) Stream Digital acquires through the open market repurchase, such that Sistema’s, together with its affiliated entities, aggregate percentage ownership and voting power in MTS remained substantially equal to its ownership as at the date of the commencement of the repurchase plan on September 6, 2017. Upon results of the buyback program in February, Sistema’s stake in MTS remained unchanged at 50.004%. NLMK owners elect Grigory Fedorishin as new president of company On March 12, 2018 it was announced that the shareholders of Russian steelmaker Novolipetsk Steel (NLMK) terminated powers of the company’s President Oleg Bargin ahead of schedule and elected Senior Vice President Grigory Fedorishin as the new president. Bagrin, who has been CEO and president of the company since 2012, decided to resign after election to a new term in office in June 2017. He will remain a member of the board of directors of NLMK and of the board’s committee on strategic planning. Fedorishin has been NLMK’s senior vice president since March 2017. Before that, he had been the company’s vice president for finance and a director for strategic development of the company. Government nominates Rosseti CEO to RusHydro board On March 13, 2018 it was reported that the Russian government nominated power grid holding Rosseti’s CEO Pavel Livinsky to the board of directors of hydropower giant RusHydro. The list of candidates also includes Deputy Economic Development Minister Mikhail Rasstrigin and current members of the board. The government also nominated Deputy Finance Minister Alexei Moiseyev to the supervisory board of uncut diamond giant ALROSA. VimpelCom’s board of directors may stay unchanged after AGM On March 13, 2018 the board of directors of Russian mobile operator VimpelCom, working under the Beeline brand, approved a list of candidates for a new board to be elected at an annual general meeting (AGM) of shareholders, which fully copies the one for an extraordinary meeting scheduled for April 27. In both cases, the list contains five candidates for five seats. The board could be joined by the company’s ex-CEO Kjell Johnsen and Trond Westlie, chief financial officer of VEON, the Amsterdam-based sole owner of VimpelCom. The candidates do no comprise the current members of the board Andrew Davies, former CFO of VEON, and Mikhail Gerchuk, former general director for Eurasia at VEON, who earlier quit VEON. Uralkali buys back 1.77% of shares on March 7, 2018 On March 13, 2018 Russian fertilizer producer Uralkali bought back a 1.768% voting stake. The current buyback program covers the shareholders who voted against delisting from the Moscow Exchange, approved by the shareholders in December 2017. The buyback price was set at RUB 135.95 per share. Uralkaly could spend RUB 7.1 bln on the March 7 deal. Sovcombank, Rosevrobank to merge to become one of top Russian banks On March 13, 2018 it was reported that Sovcombank and Rosevrobank would merge to create one of Russia’s three largest banks by assets and capital. Assets of the merged banking group will exceed RUB 1 tln, while its capital will exceed RUB 100 bln. As of January 1, Rosevrobank was Russia’s 44th largest bank by assets, while Sovcombank was 17th largest bank. Currently, Sovcombank controls 45% in Rosevrobank, and it will acquire at least 35% more in the bank from REG Holding. Rosevrobank Chairman of the 2 Management Board Ilya Brodsky will convert the bulk of his shares in the bank into shares of the merged bank and will become a member of the bank’s management and supervisory boards. Sovcombank’s CEO Dmitry Gusev said in the statement that the banks would continue working on their own without significant organizational changes until the end of 2018. Sistema, RCIF cancel SPO of Detsky Mir On March 13, 2018 it was announced that Russian multi-industry holding Sistema and the Russia-China Investment Fund (RCIF) cancelled their plans to hold a secondary public offering (SPO) of children goods retailer Detsky Mir. In December 2017, Sistema and the Russia-China Investment Fund cancelled an SPO of Detsky Mir, as the company’s shares were arrested under on an oil major Rosneft’s suit against Sistema.