Russia, Vnukovo private investors sign shareholder agreement for airport consolidation
MOSCOW. March 1 (Interfax) - Russia and the private investors in Vnukovo have signed a shareholder agreement as part of the consolidation of the Moscow airport's assets, the Federal Property Agency reported.
The agreement sets out additional rights, guarantees and means for protecting the interests of the state in the consolidated Vnukovo, in which Russia will get a 25.1% stake and private shareholders will own 74.9% of shares, the agency said.
The government approved the distribution of shares with an order issued in mid-February.
As part of the consolidation, the government is supposed to contribute 74.74% of shares in JSC Vnukovo Airport, a company that manages airport operations, to the equity of Vnukovo International Airport (VIA) .
The private shareholders must also contribute assets to VIA. The pool of investors, approved earlier, includes four companies: LLC Vnukovo Alliance, LLC Silvani, JSC Yunoks Company and CJSC Vnukovskaya Investment Company. The assets that they must contribute to VIA include 98.4% of shares in Vnukovo Invest, which is responsible for the modernization of the airport and development of its infrastructure, and 100% of Aviatekhinvest, which owns the technical installations of the airport.
The private shareholders of assets at Vnukovo were traditionally thought to be Andrei Skoch, Lev Kvetnoi and Vitaly Vantsev. Kvetnoi pulled out of the airport business a few years ago. Vantsev said earlier that the private investors in Vnukovo are himself and Vladimir Skoch, the father State Duma deputy and long-time partner of billionaire Alisher Usmanov, Andrei Skoch. Vantsev said he owns 18% and Skoch owns 82%.
In 2014, Larisa Gitarskaya, the director of project development at USM Advisors, the company that manages the assets of Usmanov and his partners, joined the board of directors of Vnukovo Invest. In addition, Eduard Potapov, the former CEO of Metalloinvest Management Company , which is also controlled by Usmanov and his partners, became head of Vnukovo Asset Management this year.
A source close to USM told Interfax earlier that Usmanov does not hold a stake in Vnukovo Invest, but that Vladimir Skoch is a shareholder of the airport. The source said that Gitarskaya joined Vnukovo Invest's board because USM Advisors "provides investment consulting services" to the shareholders of USM Holdings.
In an interview with Rossiya 24 last October, Vantsev said that the private investors at Vnukovo would be pleased if Usmanov joined them. "It's no secret that we've known one another for a long time. We have excellent relations and if such a decision [for Usmanov to become an investor in Vnukovo] is made we will welcome it," Vantsev said.
One of the conditions of the shareholder agreement is Russia's right concerning the management of VIA in regard to the formation of the boards of directors of the company and its subsidiaries, as well as "concerning the making of decisions at the level of the board of directors of the consolidated company on the most important issues prior to the fulfilment of consolidation obligations by the non-state shareholder."
The state will also get the option to sell all of its shares in the consolidated company to the private shareholder at one of two prices: with a premium of 25% to the market appraisal for the purposes of the consolidation or at the current price at the time the option is exercised with a premium of 10%.
If the private investors fail to meet obligations on construction, the state will be able to tender its stake for buyout with a premium of 50%. The penalty premium is also triggered in a number of other cases, including violation of obligations concerning voting at shareholder meetings, violation of rules for approval of certain deals, change of control, and failure to provide information. However, "in the event of substantial negative changes" such as the imposition of sanctions or tariff regulation, Russia will not have the right to select this payment process.
The private shareholder will also have an option, to buy the state stake at the lowest of two prices: the appraisal for consolidation plus 35% or the current price plus 20% (the latter amount cannot be less than the price for consolidation plus 25%).
Russia signed a shareholder agreement on the consolidation of assets with similar conditions with the private investors in Sheremetyevo Airport in February.