Only half of the minority shareholders of the company "Polyus Gold" has agreed to its reverse merger with a subsidiary Kazakhgold. Initially the company expected to receive approval of two thirds of the minority "Pole" and even called it one of the essential terms of the deal. But the condition was eventually canceled, and the merger still had begun.
Transaction on the reverse takeover (RTO) «Pole" of Jersey Kazakhgold (65% belongs to the "Pole") approved the minority shareholders who own 10% of the share capital of the Russian company. About this Kazakhgold and "Polyus Gold" reported late on Tuesday. Total minority shareholders hold 21% stake in the "pole". Terms of RTO were announced on June 20. Shareholders 'poles' are invited to exchange their shares for shares based on valuation Kazakhgold capitalization of $ 13.1 billion and $ 210 million, respectively. Thus, an action "Pole" is exchanged for 17,14 GDR, ADR - on 8,57 GDR. But to start the process of exchange, a deal with Kazakhgold first had to approve at least 16% of shareholders 'poles' of the numbers are in free circulation. That is, the owners of two thirds of the free float. This phase should be completed by July 18. But now, companies have decided that the RTO must still take place, and lifted the minimum threshold of approval of the transaction minority shareholders.
The exchange offer was made in the form of an offer, so the minimum threshold for minority shareholders was conditional, explain in Kazakhgold, adding that "now satisfied with the company and 10%." But even 10% - not bad, says Nicholas Sosnowski of "VTB Capital." At least a quarter of free float «Pole", inherited the minority shareholders of MMC "Norilsk Nickel" ("Pole" was created on the basis of its assets through separate companies), the disabled, says the analyst.
After the merger Kazakhgold will be required to make an offer not to have agreed to exchange the shareholders to buy back their securities, since it will become the owner of about 89% of the shares "the Pole" (originally supposed to receive 94.8%). Redemption will be at the weighted average share price over the last six months or the last transaction price - $ 68.6 per share. But Kazakhgold have to buy more shares than anticipated. Total to buy 11% of the company will spend about $ 1.4 billion, analysts estimate, "Uralsib". At the end of the year at the "Pole" was $ 327 million, and nearly absent from duty. When forecasting EBITDA for the current year - $ 1 billion - the company can easily take a $ 2 billion, says Nick Sosnowski. As of 15.00 shares "the Pole" fell by 0.4% while the MICEX index by 1%.
But not for the fact that the "Pole" will have to buy all the papers, says Maxim Matveev from ING. Shares will remain in the quotation lists of Russian stock exchanges, so the holders can stay in the capital, "the Pole." However, after the transaction liquidity of such shares will be low, adds the analyst. With the approval of shareholders as on the exchange of promises to pay to Kazakhgold July 26. Then do the same major shareholders, "the Pole" - Mikhail Prokhorov, Suleiman Kerimov (about 37%) and Jenington (a subsidiary of the "pole", 5.6%).
This is the second attempt to "pole" to RTO with Kazakhgold. The first time the deal was to be held in 2010, all the formalities have been fulfilled. But the merger had to be postponed because of conflict in joint Kazakhgold between the "pole" and the former controlling shareholders of the company - a family Assaubayev. "Polyus" accusing them of illegal withdrawal of funds Kazakhgold and fraud reporting. Assaubayev, for its part, made by the Kazakh authorities prohibit the transaction RTO and the criminal case against top managers 'poles'. The conflict was settled a year later. "Pole" has agreed to sell all the production assets Assaubayev Kazakhgold for $ 560 million, leaving himself only a "shell" through which will now carry out RTO. Assaubayev have permission to merge and have withdrawn the claim in a criminal case.
As a result of RTO will be created Polyus Gold International with a listing in London (the request for listing has already filed). In the short term, the company plans to enter the premium listing and merge with one of the world from its competitors' top ten by market capitalization. "
Transaction on the reverse takeover (RTO) «Pole" of Jersey Kazakhgold (65% belongs to the "Pole") approved the minority shareholders who own 10% of the share capital of the Russian company. About this Kazakhgold and "Polyus Gold" reported late on Tuesday. Total minority shareholders hold 21% stake in the "pole". Terms of RTO were announced on June 20. Shareholders 'poles' are invited to exchange their shares for shares based on valuation Kazakhgold capitalization of $ 13.1 billion and $ 210 million, respectively. Thus, an action "Pole" is exchanged for 17,14 GDR, ADR - on 8,57 GDR. But to start the process of exchange, a deal with Kazakhgold first had to approve at least 16% of shareholders 'poles' of the numbers are in free circulation. That is, the owners of two thirds of the free float. This phase should be completed by July 18. But now, companies have decided that the RTO must still take place, and lifted the minimum threshold of approval of the transaction minority shareholders.
The exchange offer was made in the form of an offer, so the minimum threshold for minority shareholders was conditional, explain in Kazakhgold, adding that "now satisfied with the company and 10%." But even 10% - not bad, says Nicholas Sosnowski of "VTB Capital." At least a quarter of free float «Pole", inherited the minority shareholders of MMC "Norilsk Nickel" ("Pole" was created on the basis of its assets through separate companies), the disabled, says the analyst.
After the merger Kazakhgold will be required to make an offer not to have agreed to exchange the shareholders to buy back their securities, since it will become the owner of about 89% of the shares "the Pole" (originally supposed to receive 94.8%). Redemption will be at the weighted average share price over the last six months or the last transaction price - $ 68.6 per share. But Kazakhgold have to buy more shares than anticipated. Total to buy 11% of the company will spend about $ 1.4 billion, analysts estimate, "Uralsib". At the end of the year at the "Pole" was $ 327 million, and nearly absent from duty. When forecasting EBITDA for the current year - $ 1 billion - the company can easily take a $ 2 billion, says Nick Sosnowski. As of 15.00 shares "the Pole" fell by 0.4% while the MICEX index by 1%.
But not for the fact that the "Pole" will have to buy all the papers, says Maxim Matveev from ING. Shares will remain in the quotation lists of Russian stock exchanges, so the holders can stay in the capital, "the Pole." However, after the transaction liquidity of such shares will be low, adds the analyst. With the approval of shareholders as on the exchange of promises to pay to Kazakhgold July 26. Then do the same major shareholders, "the Pole" - Mikhail Prokhorov, Suleiman Kerimov (about 37%) and Jenington (a subsidiary of the "pole", 5.6%).
This is the second attempt to "pole" to RTO with Kazakhgold. The first time the deal was to be held in 2010, all the formalities have been fulfilled. But the merger had to be postponed because of conflict in joint Kazakhgold between the "pole" and the former controlling shareholders of the company - a family Assaubayev. "Polyus" accusing them of illegal withdrawal of funds Kazakhgold and fraud reporting. Assaubayev, for its part, made by the Kazakh authorities prohibit the transaction RTO and the criminal case against top managers 'poles'. The conflict was settled a year later. "Pole" has agreed to sell all the production assets Assaubayev Kazakhgold for $ 560 million, leaving himself only a "shell" through which will now carry out RTO. Assaubayev have permission to merge and have withdrawn the claim in a criminal case.
As a result of RTO will be created Polyus Gold International with a listing in London (the request for listing has already filed). In the short term, the company plans to enter the premium listing and merge with one of the world from its competitors' top ten by market capitalization. "
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