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Russian M&A Review 2017
Russian M&A review 2017 March 2018 KPMG in Russia and the CIS kpmg.ru 2 Russian M&A review 2017 Contents page 3 page 6 page 10 page 13 page 28 page 29 KEY M&A 2017 OUTLOOK DRIVERS OVERVIEW IN REVIEW FOR 2018 IN 2017 METHODOLOGY APPENDICES — Oil and gas — Macro trends and medium-term — Financing – forecasts sanctions-related implications — Appetite and capacity for M&A — Debt sales market — Cross-border M&A highlights — Sector highlights © 2018 KPMG. All rights reserved. Russian M&A review 2017 3 Overview Although deal activity increased by 13% in 2017, the value of Russian M&A Deal was 12% lower than the previous activity 13% year, at USD66.9 billion, mainly due to an absence of larger deals. This was in particular reflected in the oil and gas sector, which in 2016 was characterised by three large deals with a combined value exceeding USD28 billion. The good news is that investors have adjusted to the realities of sanctions and lower oil prices, and sought opportunities brought by both the economic recovery and governmental efforts to create a new industrial strategy. 2017 saw a significant rise in the number and value of deals outside the Deal more traditional extractive industries value 37% and utility sectors, which have historically driven Russian M&A. Oil and gas sector is excluded If the oil and gas sector is excluded, then the value of deals rose by 37%, from USD35.5 billion in 2016 to USD48.5 billion in 2017. USD48.5bln USD35.5bln 2016 2017 © 2018 KPMG. -
Annual Report Annual Reportannual
World without barriers 2009 Annual report Annual reportAnnual 2009 Presence Overcoming Distance Cooperation with VTB, an international financial group, enables you to control all your business processes, no matter where you are. Mission and values Mission To provide world-class financial services for a sustainably better future for our customers, our shareholders and our society. Values Customer confidence. Our customers’ confidence is our most important value. Reliability. Our prominent position in financial markets, our international expertise and our global scale guarantee our strength and reliability. Transparency. Our business is open and transparent with a focus on partnership and cooperation. Versatility. Our expertise in different financial areas allows us to offer all customers comprehensive and sophisticated solutions. Team Spirit. Our dedicated team of professionals has the advantage of the synergy of knowledge, potential, energy and creative insight of each team member. Vision VTB will be a champion in all our target markets. Identity VTB Group is the leading Russian financial institution with global presence and scale. VTB 2009 Annual Report 2 Statement of the Chairman of the Supervisory Council Dear shareholders, clients and partners, Looking back at 2009, we are pleased that within the overall context of the global economic crisis Russia managed to avoid the worst fears of the market. The domestic economy largely overcame the issues posed by the crisis and even entered the first stage of economic recovery. The current state of the national banking sector can also be considered in a positive light as, in general, it has already achieved stability. The measures undertaken by the Government and the Bank of Russia to support banks in the second half of 2008 and throughout 2009 generally overcame the lack of liquidity in the market and maintained the stability of the financial system by meeting the credit supply needs of the real economy. -
Deloports 1 54 — 102 Financial Statements Annual Report 2016
54 — 102 DeloPorts Financial Annual Report Statements 2016 1 4 — 5 6 — 7 8 — 9 10 — 43 44 — 53 About Key Business Strategic Governance DeloPorts Figures Model Report Report ANNUAL REPORT 2016 2 4 — 5 6 — 7 8 — 9 10 — 43 44 — 53 54 — 102 DeloPorts About Key Business Strategic Governance Financial Annual Report DeloPortsDeloPorts Figures Model Report ReportReport Statements 2016 ABOUT TOTAL NUTEP Change DELOPORTS +10.2% in relation TURNOVER to 2015 CONTAINER TERMINAL DELOPORTS IS A MAJOR RUSSIAN TRANSPORTATION HOLDING THAT CONSOLIDATES THE STEVEDORING ASSETS OF DELO GROUP IN THE SOUTHEASTERN CARGO AREA MLN IN NOVOROSSIYSK OF NOVOROSSIYSK PORT. THESE INCLUDE NUTEP CONTAINER TERMINAL, KSK T IN 2016 (#2 IN 2015) GRAIN TERMINAL AND DELO SERVICE COMPANY. 6.0 #1 CONSOLIDATED KSK Page 8 More about the business model REVENUES +0.4% GRAIN TERMINAL RUB IN RUSSIA COMPANY STRUCTURE BLN IN 2016 (#3 IN 2015) NUTEP DELO KSK 7.8 #2 container terminal service company grain terminal CONSOLIDATED EBITDA +17.8% 100% 100% 75% 25% RUB Leading producer and supplier of foods and BLN agriculture products 5.8 CONTENTS 04–09 10–43 44–53 54–102 ABOUT STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS DELOPORTS 10 Key Events of 2016 22 Operational Review 46 Governance System KEY 12 Chairman's Statement 28 Financial Review 48 Board of Directors FIGURES 14 Chief Executive Officer's Review 32 Investment Projects 52 Investor Relations BUSINESS MODEL 16 Strategic Priorities 34 Principal Risks 18 Market Review: Containers 36 Social Responsibility 20 Market Review: Grain Export 4 5 4 — 5 6 — 7 8 — 9 10 — 43 44 — 53 54 — 102 DeloPorts About Key Business Strategic Governance Financial Annual Report DeloDeloPortsPorts Figures Model Report RReporteport Statements 2016 KEY FIGURES REVENUES, RUB BLN EBITDA, RUB BLN EBITDA MARGIN, % CAPEX, RUB BLN +0.4% +17.8% +11p.p. -
Annual Report the Nature of Leadership
ANNUAL REPORT 2019 THE NATURE OF LEADERSHIP 2019 ANNUAL REPORT PJSC TransContainer | Annual report 20191 1 1 3 Contents STRATEGIC MARKET CORE SOCIAL CORPORATE FINANCIAL REPORT OVERVIEW ACTIVITIES RESPONSIBILITY GOVERNANCE REPORT 8 Company Profile 24 Global Container 38 Services 60 Human Resources 80 Corporate Governance 140 Financial Results Shipping Market System 10 Business Model 50 Client Service 69 Environmental 152 Statement of the Audit 26 Russian Rail Container and Sales Management 102 Corporate Governance Committee 12 Strategy Transportation Model 153 Market 56 Quality Control 73 Procurement Directors’ Responsibility 117 Key Performance Indicator Statement 33 The Company’s Position 75 Charity System 154 in the Industry Consolidated Statement of 118 Remuneration Report Financial Position under IFRS 120 Control System 127 Risk Management 131 Disclosure of Information and APPENDICES Interaction with Shareholders and Investors 228 Report on Compliance 298 The Structure of Remuneration with the Corporate for the Members of Executive Governance Code Bodies and Management 261 Major and Interested Party 300 GRI Content Index Transactions 304 Administrative Details 268 Corporate Risk Map PJSC TransContainer | Annual report 2019 1 Strategic Report Market Overview Core Activities Social Responsibility Corporate Governance Financial Report Appendices PRELIMINARILY APPROVED BY THE BOARD OF DIRECTORS Disclaimer OF TRANSCONTAINER ON 9 April 2020. Meeting Minutes No. 20. This Annual Report (the “Annual Report”) has been and other forward-looking statements may prove prepared using the information available to the Public unjustified. In light of these risks, uncertainties, APPROVED BY THE ANNUAL GENERAL SHAREHOLDERS Joint Stock Company Center for Cargo Container Traffic and assumptions, the Company warns that actual MEETING OF TRANSCONTAINER ON 14 May 2020. -
Company News SECURITIES MARKET NEWS
SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody May 28, 2020 Issue No. 2020/20 Company News Samolet shareholders vote against new share issue for IPO On May 21, 2020 shareholders of Russian real estate developer Samolet voted against issuing additional common shares. Samolet earlier planned a new share issue for an initial public offering (IPO), but later abandoned the idea. A spokesperson for the company stated that the developer wants to approve a new additional share issue plan in the next two months and a half, but does not plan an IPO until the autumn. Rosneft board appoints Igor Sechin as CEO for 5 more years On May 22, 2020 the board of directors of Russian oil major Rosneft approved the appointment of Igor Sechin as the CEO of the company for five more years. Sechin became CEO of Rosneft in May 2012. Initially, his contract was valid until May 2015, when his powers were prolonged for five years. MTS board nominates members, including Channel One CEO Ernst On May 22, 2020 the board of directors of major Russian mobile operator MTS nominated a list of board candidates, including TV channel Channel One CEO Konstantin Ernst, to be elected at an annual general meeting of shareholders on June 24. The list also contains Felix Yevtushenkov, member of the board of directors of multi-industry holding Sistema, MTS’ core shareholder. The board also approved Natalia Mikheyeva as director for internal audit and control. Rosneftegaz cuts stake in Rosneft to 40.4% from 50% plus one share On May 25, 2020 it was reported that Russian state energy holding Rosneftegaz reduced its shareholding in oil major Rosneft to 40.4% from 50% plus one share on March 28 to lose its controlling position. -
Corporate Presentation
Global Ports Investments PLC Corporate Presentation January 2018 1 Definitions for terms marked in this presentation with capital letters are provided in the Appendices at pages 27-28 DISCLAIMER Information contained in this presentation concerning Global Ports Investments PLC, a company organised and existing under the laws of Cyprus (the “Company”, and together with its subsidiaries and joint ventures, “Global Ports” or the “Group”), is for general information purposes only. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. The Company relies on information obtained from sources believed to be reliable but does not guarantee its accuracy or completeness. These materials may contain forward-looking statements regarding future events or the future financial performance of the Group. You can identify forward looking statements by terms such as “expect”, “believe”, “estimate”, “anticipate”, “intend”, “will”, “could”, “may”, or “might”, the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company’s and its shareholders’ intentions, beliefs or current expectations concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the Group’s actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. -
Annual Report 2017 CONTENTS
Alfa Group Annual Report 2017 CONTENTS 3 Alfa Group’s Principal Businesses 4 Supervisory Board of Alfa Group 9 Alfa Group’s Investment Philosophy 11 ABH Holdings S.A. 16 Alfa Capital 18 AlfaStrakhovanie Group 20 Alfa Asset Management (Europe) S.A. 21 A1 23 X5 Retail Group 26 Rosvodokanal Group 27 IDS Borjomi International 28 Serving our Communities 30 Contact Information ALFA GROUP’S PRINCIPAL BUSINESSES Founded in 1989, Alfa Group* ("Alfa") is one of the largest privately owned financial-investment conglomerates in Russia. Alfa Group* is a combination of independent businesses operating mainly in Russia and the CIS. Alfa* companies’ businesses include commercial and investment banking, asset management, insurance, retail trade, water utilities, mineral water production as well as special-situation investments. Companies of Alfa* typically focus on value-oriented, longer-term opportunities, primarily in Russia and the CIS, but also invest in other markets which form part of their strategic business objectives. ABH Holdings S.A. Alfa Capital AlfaStrakhovanie Group ABH Holdings S.A. (ABHH) Alfa Capital manages investment One of the largest Russian is a privately owned Luxembourg- portfolios for a wide range of insurers with a diversified based holding company investing clients. portfolio of insurance products. into several banking groups in the CIS and Europe. Alfa Asset Management (Europe) S.A. А1 X5 Retail Group Luxembourg-based asset One of the leading investment Leading multi-format food retailer in management company for private businesses in Russia and the CIS. Russia. X5 Retail Group’s shares are and corporate clients in Europe. listed on the London Stock Exchange (LSE) and Moscow Exchange (MOEX) in the form of Global Depositary Receipts under the ticker “FIVE”. -
US Sanctions on Russia
U.S. Sanctions on Russia Updated January 17, 2020 Congressional Research Service https://crsreports.congress.gov R45415 SUMMARY R45415 U.S. Sanctions on Russia January 17, 2020 Sanctions are a central element of U.S. policy to counter and deter malign Russian behavior. The United States has imposed sanctions on Russia mainly in response to Russia’s 2014 invasion of Cory Welt, Coordinator Ukraine, to reverse and deter further Russian aggression in Ukraine, and to deter Russian Specialist in European aggression against other countries. The United States also has imposed sanctions on Russia in Affairs response to (and to deter) election interference and other malicious cyber-enabled activities, human rights abuses, the use of a chemical weapon, weapons proliferation, illicit trade with North Korea, and support to Syria and Venezuela. Most Members of Congress support a robust Kristin Archick Specialist in European use of sanctions amid concerns about Russia’s international behavior and geostrategic intentions. Affairs Sanctions related to Russia’s invasion of Ukraine are based mainly on four executive orders (EOs) that President Obama issued in 2014. That year, Congress also passed and President Rebecca M. Nelson Obama signed into law two acts establishing sanctions in response to Russia’s invasion of Specialist in International Ukraine: the Support for the Sovereignty, Integrity, Democracy, and Economic Stability of Trade and Finance Ukraine Act of 2014 (SSIDES; P.L. 113-95/H.R. 4152) and the Ukraine Freedom Support Act of 2014 (UFSA; P.L. 113-272/H.R. 5859). Dianne E. Rennack Specialist in Foreign Policy In 2017, Congress passed and President Trump signed into law the Countering Russian Influence Legislation in Europe and Eurasia Act of 2017 (CRIEEA; P.L. -
From Good Foundations to Greater Potential
From Good Foundations to Greater Potential ANNUAL REPORT 2014 DeloPorts Limited (DeloPorts) is an independent stevedoring holding company operating in the Port of Novorossiysk in the south east region of the Black Sea in Russia. The Company owns a container terminal, a grain terminal and a bunkering services company. DeloPorts was established in 2012 through consolidation of Delo Group1 stevedore assets. DeloPorts 100% 75% 100% NUTEP KSK TOS container terminal grain terminal bunkering company 2 350,000TEU 3.5mln tonnes 200,000tonnes Cargill Leading producer and supplier of food and agricultural products 25% key data 6.5mln tonnes 198.1mln USD 100.0mln USD Total cargo throughput in 2014 Consolidated revenues in 2014 EBITDA in 2014 +35% YoY growth +34% YoY growth +78% YoY growth 9mln tonnes 9 42ha Total throughput capacities Total berths and protections Total terminal area 1 Established in 1993, Delo Group is one of the largest private transportation groups in Russia. The Group consists of stevedore services in the Port of Novorossiysk, 3PL container cargo transhipment services and railway transportation via own rolling stock 2 TEU – Twenty-foot Equivalent Unit, the standard unit of measure for the capacity of a standard shipping container (6.06 х 2.44 х 2.44 m) Contents ABOUT DELOPORTS GOVERNANCE Our business model 02 Our approach 28 Key financial indicators 04 Management 28 2014 developments 05 Shareholder structure 05 Message from the founding shareholder 06 Message from the CEO 08 Customer focus 10 See See detailed information about -
Securities Market Newsletter
SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody February 11, 2021 Issue No. 2021/05 Market News Finance Ministry places RUB 49.398 bln of OFZ bonds On February 11, 2021 it was stated that Russia’s Finance Ministry had placed RUB 49.398 bln of OFZ government bonds at two auctions on February 10. At the first auction, the ministry placed RUB 28.846 bln of OFZ 26235 government bonds maturing in March 2031. The cut-off price amounted to 96.305% of a face value, and the weighted average price stood at 96.5309%. The cut-off yield amounted to 6.5% and the weighted average yield to 6.47%. Demand totaled RUB 47.656 bln. At the second auction, the authority placed RUB 16.206 bln of OFZ 26234 bonds maturing in July 2025. The cut-off price amounted to 95.64% of a face value, and the weighted average price stood at 95.6793%. The cut-off yield amounted to 5.7% and the weighted average yield to 5.69%. Demand totaled RUB 73.687 bln. At the third auction, the authority placed RUB 4.346 bln of OFZ 52003 bond with maturity in July 2030. The cut-off price amounted to 100.01% of a face value, and the weighted average price stood at 100.1769%. The cut-off yield amounted to 2.51% and the weighted average yield to 2.49%. Demand totaled RUB 10.131 bln. Company News Russia's USC denies planned acquisition by Rostec On February 5, 2021 chairman of the Board of Directors of USC Georgy Poltavchenko said that acquisition of United Shipbuilding Corporation (USC) by state corporation Rostec is not on the agenda. -
Market News Politics Company News SECURITIES MARKET NEWS
SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody September 24, 2020 Issue No. 2020/37 Market News Moscow Exchange to restart trade in RUSAL’s shares on September 28, 2020 On September 22, 2020 a spokesperson for the Moscow Exchange stated that the bourse suspended trade in shares of Russian aluminum giant UC RUSAL on September 22 and would restart it on September 28 after the company finishes the registration in the country. The suspension is connected to re-registration of the company from the Jersey Island into Russia. RUSAL said in a statement that the central bank had already registered the issue and a prospectus of securities under the re-registration process, and the company expects to obtain registration as an international company with the Federal Tax Service on Friday. In April 2018, the U.S. imposed sanctions against 38 Russian tycoons, officials and companies, including Oleg Deripaska and his companies – En+ Group, carmaker GAZ Group, holding Basic Element, and RUSAL – among others. In December, the shareholders of En+ Group unilaterally voted for reregistration of the business in Russia and for Deripaska’s ownership reduction below 50% and an end to his influence on the board of directors. RUSAL and En+ Group were decided to be reregistered in a special administrative zone in Kaliningrad. Moscow Exchange to suspend trading in Mostotrest shares from September 24, 2020 On September 23, 2020 it was announced that the Moscow Exchange would suspend trading in the shares of construction company Mostotrest from September 24 due to reorganization of the company. Ruble falls 82.35 kopecks to RUB 77.18 per US dollar On September 24, 2020 it was reported that the weighted average rate of the Russian ruble with tomorrow settlement fell by 82.35 kopecks against the U.S. -
Program 1 “Futures Contracts on Ordinary Shares of Gazprom, LUKOIL, Sberbank, VTB Bank, Norilsk Nickel and Rosneft”
Program 1 “Futures contracts on ordinary shares of Gazprom, LUKOIL, Sberbank, VTB Bank, Norilsk Nickel and Rosneft” 1. The table below shows instruments and their designations for which the Contractors must maintain quotes during the trading sessions on the Moscow Exchange Derivatives Market in accordance with this Program: Instrument Instrument name designation k=1 Futures contract on Gazprom ordinary shares k=2 Futures on Norilsk Nickel ordinary shares k=3 Futures contract on LUKOIL ordinary shares k=4 Futures on Rosneft ordinary shares k =5 Futures contract on Sberbank ordinary shares K=6 Futures contract on VTB Bank ordinary shares 2. Conditions for the Contractors’ obligations to be fulfilled 2.1. The following definitions are used to set the Contractors’ obligations parameters: Bid/ask quote spread The maximum difference between the best bid and the best ask made by Contractor 1 with respect to the Instrument. The spread is determined by the value used for determination of the Instrument’s price as set out in the Specifications. Best bid The price of an order to buy entered by Contractor 1 with respect to the Instrument, which volume (considering the volume of all Contractor 1’s orders to buy at the same price or higher) is no less than the minimum required order volume. Best ask The price of an order to sell entered by Contractor 1 with respect to the Instrument, which volume (considering the volume of all Contractor 1’s orders to sell at the same price or lower) is no less than the minimum required order volume. Quantum The period of the Trading Session during which the Contractor 1 must enter orders.