Page 115 - RusRPTMay21

ETR. TCS Group announced that from 22 April until 31 August 2021, the Group intended to purchase up to 700K GDRs in order to fund its long-term management incentive plan MLTIP, as it had previously announced. The total purchase price is not to exceed $45mn. The further expansion of the MLTIP, highlighted in February 2021, is set to improve the corporate governance and involve management in reaching the recently announced 2021-23 strategy targets. In our view, implementing the strategy as well as developing other divisions not mentioned in it (including international expansion) would provide greater value to shareholders.
VTB Group acted as the exclusive financial advisor and financing bank for Nova Resources as part of the recommended offer to acquire KAZ Minerals shares for $3.5bn. KAZ Minerals is a successful mining company focusing on large scale, low cost, open pit copper mining in Kazakhstan, Russia and Kyrgyzstan. Nova Resources is a private company owned by a consortium comprised of Oleg Novachuk, Chairman of the Board of Directors at KAZ Minerals, and Vladimir Kim, Non-Executive Director at KAZ Minerals. In October 2020, Nova Resources announced a recommended cash offer for non-owned KAZ Minerals shares, and on April 9, 2021, the offer was declared wholly unconditional. Following the deal, Nova Resources intends to delist the company from the London and KASE stock exchanges. VTB Capital acted as the exclusive financial advisor to Nova Resources, while VTB Bank acted as the sole financing bank on the deal, providing $5.7bn in total (including a backstop facility to refinance KAZ Minerals existing debt). The deal represents the largest Metals & Mining transaction in Europe and the CIS region in 2021, as well as the second largest acquisition deal of a London Stock Exchange-listed company. Moreover, this is the third public takeover offer for an LSE-listed Metals & Mining company that VTB Capital has advised on as the exclusive consultant and provided financing for over the last 12 months.
TMK has made a mandatory tender offer to repurchase the shares of minority holders of Chelpipe, Interfax reports. The offering price is RUB 318.26/share (USD 4.21/share). The offer, potentially for up to 41.1mn shares (13.5%), is to be in effect for 70 days, until 25 June. Our View: The offering price is the same at which TMK purchased 86.5% of shares from the former majority shareholder of Chelpipe. The maximum amount that can be spent on the share repurchase is RUB 13.1bn and covers Chelpipe’s entire remaining free float. The company is likely to use its loans to finance the tender (RUB 25bn was attracted in 1Q21 from Alfabank). We had expected the offer, although TMK earlier noted that it did not intend to pursue all minority shareholders if not all of them decided to participate in the tender offer. Given the lack of clarity on how TMK’s business is to merge with that of Chelpipe, as well as lack of strategy for the merged companies, we would suggest that Chelpipe’s minorities tender their shares
Russian pulp and paper holding Segezha Group plans to float shares in an initial public offering (IPO) on the Moscow Exchange to raise at least
115 RUSSIA Country Report May 2021 www.intellinews.com