En + Group Oleg Deripaska, which plans to hold an IPO on the London and Moscow stock exchanges in November and raise $ 1.5 billion, will increase its stake in RusAl to 56.88% through the Glencore package. The companies have agreed that Glencore will receive En + securities after their IPO (the package has not yet been determined) and will introduce its CEO, Ivan Glazenberg, to the board of directors of En +. At the same time, it is not supposed to offer minority shareholders of Rusal: according to Kommersant's information, En + believes that they will not get more rights to those already available under the shareholder agreement.
En + Group Oleg Deripaska signed a non-binding agreement with the trading Glencore on the exchange of the trader's 8.75% stake in Rusal (through Amokenga Holdings Limited) to En + securities (owns 48.13% of Rusal). The latter is preparing for an IPO in London and Moscow, planning to raise $ 1.5 billion (Mr. Deripaska will sell the shares for $ 500 million, the rest will be an additional issue of En +). What package in En + can get Glencore, is not disclosed, but it is noted that the deal must go after the placement of the Russian company and will take into account the price of En + securities at IPO and the weighted average cost of shares of "Rusal" 60 days before the placement of En +. Now the trader's package in "Rusal" costs about $ 925 million. Glencore will introduce its CEO, Ivan Glazenberg, to the board of directors of En +. As the head of En + Maxim Sokov, this deal can be considered a recognition of the investment attractiveness of the group from the side of Glencore.
That En + could propose to the shareholders of Rusal to change the shares of the aluminum company for the shares of the group preparing for the IPO, sources told Kommersant in early October (see Kommersant on October 6). At the same time, they saw Glencore as the most likely candidate for the exchange among the key shareholders of Rusal, since Sual Partners of Viktor Vekselberg and Leonard Blavatnik, according to their information, were only prepared to sell their stake in RusAl (20.5%), like ONEXIM Mikhail Prokhorov (6.7%). Two sources of Kommersant clarify that Sual and ONEXIM did not make similar proposals to convert RusAl's shares into En + securities. "But such a proposal is not ruled out in the future," one of the interlocutors of Kommersant adds. In En +, Sual and ONEXIM declined to comment. At the same time, according to the interlocutors of "Kommersant", the deal between En + and Glencore did not arouse disapproval from Mr. Vekselberg and Prokhorov.
Kommersant sources said earlier that Mr. Prokhorov, who had reduced his stake in RusAl since early this year (17.2% before February) planned to completely withdraw from the company's capital by November, but remained there at the request of Mr. Vekselberg: minority shareholders " Rusal, which repeatedly diverge on key business issues of the company with Oleg Deripaska, do not exclude the possibility of a new corporate conflict, and the retention of the stake in RusAl leaves over 5% of ONEKSIM's veto rights and two seats on the company's board of directors.
The shareholders' agreement of Rusal, which excerpts from the company's reports, indicates that they should not acquire or dispose of shares in such a way that the need arises for an offer. Under the rules of the Hong Kong Stock Exchange, the offer is made when the thresholds are exceeded in 30% and 50%. A source from Kommersant, who is familiar with the shareholders of Rusal, said that the acquisition of a controlling stake by one of the participants in the shareholder agreement (links En +, Glencore, Sual and ONEXIM) "is allowed by Hong Kong law at the discretion of the regulator." As stated in the message En +, the group plans to receive a notice from the regulator that the offer is not required. "En + and so the controlling shareholder of" Rusal "and does not receive any new rights from the increase in the share", - explained the source of Kommersant, close to En +.
Oleg Petropavlovski from BCS notes that having previously agreed to convert RusAl's shares with a capitalization of $ 10.5 billion to En + receipts, Glencore actually gave a benchmark to potential investors En + (despite the fact that in the absence of an official assessment, placement in $ 7 billion). On the one hand, such a high valuation from Glencore can encourage investors, the analyst says, but on the other hand, it leaves little potential for upside, and then participation in the En + IPO becomes unobvious. Mr. Petropavlovski also notes that the receipt of a controlling stake in RusAl by Oleg Deripaska's group, if approved by the regulators, may not be superfluous in case of a new corporate conflict in the aluminum company - and especially if En +, which already consolidates Rusal's business, will be successfully placed on stock exchanges.