The blocking stake in Transcontainer, which FESCO sells, will be split between two buyers - VTB Bank (24.8%) and a private investor (0.3%). Sources of “Kommersant” say that we are talking about the structures of Roman Abramovich and Alexander Abramov, who own 24.5% of the operator. They are also considered the main contender for the package acquired by VTB, which concludes a stock forward, in order to sell it to the strategist. Experts believe that the fragmentation may be caused by the desire of the parties to avoid negotiating a deal with the FAS.
As it became known to Kommersant, on Tuesday FESCO (32.5% owned by the Summa group of Ziyavudin Magomedov) should close the transaction for the sale of 25.07% in Transcontainer PJSC. At the same time, according to the interlocutors of “Kommersant”, the main creditor of the company, VTB Bank, is not fully buying a blocking stake, and 24.8%, another 0.3% is being acquired by a private investor. In this role, says one of the sources of “Kommersant”, are the structures of Roman Abramovich and Alexander Abramov, who in 2017, through the Enisei Capital under their control, acquired 24.5% of the operator from NPF Prosperity. According to Kommersant interlocutors, VTB, in addition, concludes a forward on shares, the main contender for which these businessmen are also considered. Until the completion of the transaction, the company does not comment on this information.
According to Kommersant sources, the price of the transaction is market. According to the Moscow Exchange, the value of the acquired package of VTB is about 15.5 billion rubles, another 0.3% is worth about 190 million rubles.
“Kommersant” reported in the summer that FESCO was collecting bids from investors for the purchase of a stake in Transcontainer (see “Kommersant” dated June 7). Sources of “Kommersant” then confirmed that the structures of Messrs. Abramov and Abramovich had applied, but claimed that the process was competitive and there were other applicants. The market did not rule out that the owner of NLMK and UCL Holding, Vladimir Lisin, is also an interested party. In June, it became known that Peter Baskakov, who served as Transcontainer's CEO for 12 years, leaves the company, and Vyacheslav Sarayev, who is close to Enisey Capital, is appointed to his place (see Kommersant June 1).
In an interview with RBC on October 15, FESCO chairman of the board of directors Leyla Mammedzade said that the company is in the final stage of negotiations on the sale of its stake in Transcontainer, specifying that the money will go to repay FESCO’s debts. She also said that they received several offers, “strictly in the market” and without a discount. And the next day, RBC, citing its sources, said that FESCO would buy the blocking stake in VTB and then sell it to a strategic investor.
Sources of “Kommersant” do not exclude that the main reason for the fragmentation of a blocking package may be the desire to avoid negotiating a deal with FAS. Managing partner Nektorov, Saveliev & Partners (NSP), Alexander Nektorov also does not exclude that the need to bypass the regulators played its role, since the purchase of a blocking package requires coordination with the FAS. Companies would have to prepare a significant package of documents, and after that wait 30 days until the regulator considers the transaction, which takes considerable time, concludes Mr. Nektorov.
Since the end of 2014, the FESCO package in Transcontainer was founded by VTB on a repo transaction, and at the end of 2017, the bank issued a loan of $ 680 million to the company, most of which went to pay off debts to Eurobonds holders. At the same time, the company could not solve the problem with default on ruble bonds.
Participation in the VTB transaction is of a forced nature, the bank acquires a non-core package for it, acting as an intermediary in transferring it to Messrs Abramovich and Abramov, believes NAFCO-Consultants, Irina Mostovaya. The need for a mediator, the lawyer believes, may be dictated by the desire of the final beneficiaries of the transaction to avoid direct participation in the division of property of the Magomedovs, especially since this process is quite convenient in terms of giving it a political tint in the West. This is important, in particular, for Roman Abramovich, who still successfully avoids sanctions, although his interest in the Transcontainer stake is “more than obvious,” Ms. Mostovaya points out. Denis Vorchik from Uralsib reminds that earlier Summa sold Transneft its stake in the Novorossiysk sea trading port, and VTB received a package in the Novorossiysk bread-making plant. Now Ziyavudin Magomedov is not in the strongest negotiating position, he notes, and the sale of assets may continue.