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Articles & publications
07.05.2010
Svyazinvest moves ahead with agreementVedomosti, Oleg Salamanov
The first legally binding document will soon be signed in a transaction aimed at allowing the state to regain a 25% + 1 share in Svyazinvest. Comstar-UTS and Rostelecom are to sign a RUR 26 bln purchase/sales agreement on this equity stake.
Rostelecom and Comstar-UTS plan in the near future to sign a purchase/sales agreement on a blocking stake in Svyazinvest, according to a top manager of the company who is involved in the transaction and is close to the other party.
A Rostelecom employee pointed out that the above agreement is ready, but declined to speculate about the deadline for its signing.
After receiving RUR 26 bln from Rostelecom, Comstar will pay off its loan to Sberbank for the same amount to secure a 25% + 1 share in Svyazinvest, a manager privy to the deal said. After this, the stake will be released from pledge and assigned to Rostelecom. Sberbank’s representative was unavailable for comments.
The agreement will enter into force upon completion of all the necessary corporate procedures, a company’s manager involved in the transaction pointed out. Rostelecom requires approval from anti-monopoly authorities and the board of directors, a source at the operator added.
Allowing the state to regain a 25% + 1 share in Svyazinvest and having its debt to Sberbank written off are part of an asset swap transaction between AFK Sistema (which controls Comstar-UTS) and the state, which was approved in October 2009 by Russian Prime Minister Vladimir Putin. But the only document which the parties have signed since that time is a memorandum of intentions. Aside from a transaction involving the shares of Svyazinvest the agreement calls for the exchange of 100% of Sky Link (which has already been accumulated by Sistema) for Svyazinvest’s 23.3% stake in MGTS. The memorandum initially provided for the swap to be completed by February 15, 2010, but this deadline was not met mainly due to the absence of a government directive authorizing the sale of the MGTS stake.
Incidentally, at the end of June the term of validity expires for the appraisal of the assets involved in the asset swap, which was made at the end of December 2009 by Ernst & Young, as Vedomosti learned from a manager of one of the parties to the transaction. The value of a blocking stake in Svyazinvest was appraised by Ernst & Young at RUR 26 bln, 100% of Sky Link at RUR 9.4 bln, and 23.3% of MGTS at RUR 9.6 bln. By signing the agreement before the end of June, the parties could avoid having another appraisal performed, the general director of Business Appraisal and Consulting Daniil Slutsky said.
“We’re acting in line with the memorandum of intentions under which various legal entities of other organizations could act as the purchasers [of the Svyazinvest stake], and no other official documents have been signed”, according to Comstar’s press secretary Ekaterina Nevskaya.
Sidestepping VEB
The structure of the deal approved by Putin describes a slightly different scenario for the asset swap: a 25% + 1 share stake in Svyazinvest and the relevant obligations to Sberbank would go to Vnesheconombank (VEB), not Rostelecom. But in March 2010 Svyazinvest proposed the Telecommunications Ministry to replace VEB with Rostelecom as the buyer in order to expedite the buyback and obtained the ministry’s approval.
Svyazinvest, managing company. Shareholders – Federal Property Management Agency (75% - 1 share), Comstar-UTS (25% + 1 share). Financial indicators (2009, aggregated RAS data): revenue – RUR 258.8 bln, net profit – RUR 27.9 bln.
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