Minorities of "Rusal" Viktor Vekselberg and Mikhail Prokhorov sold in the market of 3% of the shares of the aluminum company. For Mr. Vekselberg, this is a profitable deal, Kommersant sources say: he bought 7% of Rusal from Mr. Prokhorov in August at a discount of 30% to the market, since that time the company has not become cheaper. But for the main shareholder of "Rusal" - En + Oleg Deripaska - this SPO is unprofitable, analysts say: it diverts liquidity from the planned $ 1.5 billion IPO En +.
Mikhail Prokhorov's Lamesa Holding SA and Onexim Holdings Limited sell about 3% of Rusal (456 million shares) in the accelerated procedure for the collection of applications, the bookrunners Goldman Sachs (Asia) LLC and Renaissance Capital (owned by Mr. Prokhorov), follows from materials to the placement (there is a "b"). The information about the placement was confirmed yesterday by Kommersant with three sources familiar with the situation. By the close of trading on the Hong Kong Stock Exchange on October 10, 3% of Rusal was worth about $ 341 million, investors were offered paper at a discount of 5-7.5% to this price: the price was preliminary 5.4-5.55 HK dollars ($ 0.69- 0.71).
The materials indicate that Lamesa will sell 2.3% of RusAl, Onexim - 0.7%, they will have a lock-up for the sale of additional securities for 90 days, but with the approval of the bookrunners, exceptions are possible. In August, Zonoville Investments Limited, affiliated with Sual Partners Victor Vekselberg and Leonard Blavatnik, entered into an agreement to buy out 7% of Rusal for $ 503.88 million from Dimosenco Holdings Co. Limited Mikhail Prokhorov - with a 30% discount to the closing price of Rusal on August 10. The share of Sual and its affiliated companies in Rusal grew to 22.8%, the share of ONEXIM decreased to 6.7%. Sources of Kommersant then said that ONEXIM planned to withdraw from the company's capital by November, selling the remainder to the market and "one of the banks." And Viktor Vekselberg in September said that Sual did not plan to increase the stake in "Rusal", since "the volume of shares and the structure of the transaction are related to the share agreement."
As follows from the materials of Rusal, the agreement suggests that none of the key co-owners - En + Oleg Deripaska (48.13%), Sual, Glencore (8.75%) and ONEXIM - will not buy or sell shares so as to provoke mandatory offer (exceeding the threshold of possession of more than 30% and 50%, according to the standards of the Commission on Securities of Hong Kong). At the same time, if Sual decides to sell the shares of Rusal, then it is not obliged to offer them first En + only if the one-time package for sale will be less than 20% of the average daily trading volume 30 days before the offer, and sold in this way during four months of the shares do not exceed 0.5% of the allocated capital of "Rusal". The volume of trading in shares of Rusal in Hong Kong and Moscow in September was $ 1.5-3 million per day (September 20 at the Moscow Stock Exchange was the peak of trading at 381.6 million rubles, or $ 6.6 million).
Apparently, Sual before SPO had to make an offer of En + about the acquisition of the package. Oleg Petropavlovski from BCS admits that Lamesa might not have been subject to the shareholder agreement of Rusal, but two sources from Kommersant specify that selling 2.3% of Rusal will result in a corresponding reduction in the Sual and its affiliated companies, which discloses " Rusal ". At the heart of the transaction is a simple economy, they say: in August, Sual bought from Onexim shares of 3.7 Hong Kong dollars for paper, and now sells 5.4-5.5. Interlocutors of Kommersant added that ONEXIM still does not exclude the sale of its entire stake in RusAl, but so far there are agreements with Sual so that ONEXIM will not reduce the stake below 5% and thus retain two seats on the board of directors of RusAl and veto. It is necessary that the minority shareholders of Rusal have strong negotiating positions in disagreements with En +, which in fact controls the company, sources say Kommersant. In "Rusal" did not answer "b", in Sual, ONEXIM and En + declined to comment.
Oleg Petropavlovskiy believes that a free-float increase to 16.37% will be positive for Rusal, but selling its securities to the market will definitely divert some of the liquidity from those investors considering participation in the IPO En + (wants to raise $ 1.5 billion). A similar situation was in February: ONEXIM sold 3.32% of Rusal shares to the market at a discount of 9% amid rumors that Rusal itself could issue 20% of new shares.