MegaFon discloses new shareholder structure following reduction of Usmanov stake
MOSCOW. Sept 5 (Interfax) - MegaFon has disclosed its new ownership structure as of August 12, as a result of its main shareholder, Alisher Usmanov, reducing his stake.
The telco said Usmanov's ABU Group Ltd owned 48% of the BVI-registered USM Holdings Ltd., which owns the BVI-registered USM Telecom Holdings Ltd. MegaFon's other co-owners are Garsdale Services Investments Ltd. (BVI), AF Telecom Holding Ltd (Cyprus), LLC AF Telecom Limited (Moscow) and Telecominvest Holdings Ltd.
USM Holdings Ltd., the main holding company for Usmanov and his business partners, indirectly owns 97.45% of Garsdale and the state Rostec corporation owns the other 2.55%. Garsdale, for its part, indirectly owns 53.6518% + 100 shares in MegaFon.
Previously, ABU Group owned 60% of USM Holdings, but on August 12, USM bought 10% of its own shares back from its majority shareholder. Reports said the shares were due to be bought by Ivan Streshinsky, the CEO of USM Advisors and non-executive board chairman of OJSC Metalloinvest, and by Ivan Tavrin, CEO of MegaFon.
Farhad Moshiri, non-executive chairman of USM and a long-standing business partner of Usmanov, now votes with both his own 10% of USM and with 30% owned by Vladimir Skoch, father of the State Duma deputy Andrei Skoch. Usmamov used to vote with 100% of shares in USM.
Moshiri and Skoch have also each converted a 2% economic interest in Usmanov's personal holding into 1% of USM each. As a result, Usmanov is left with a non-controlling stake of 48% but remains USM's largest shareholder.
Streshinsky and Tavrin will each own 3% of USM, and 2% will be handed to USM executives "who helped to create the group," the company has said. The remaining 2% will go to the management of USM Holdings and its subsidiaries, including Metalloinvest.
Provision was made for the possibility of 10% of USM being handed over to its management back when the company was formed in 2012. This was disclosed in the prospectus for MegaFon's IPO. "The sale of the shares frees up capital for participation in investment funds that specialize in areas in which Usmanov sees huge future potential," USM said on Tuesday. "Secondly, this allows USM to transfer some shares to key group executives with the aim of incentivizing, retaining and motivating them," the company has said.
Usmanov plans to invest the proceeds from the sale of his shares in existing investment funds (he is a co-investor in DST Global funds); there are no plans to create new funds. Usmanov "is considering various investment opportunities in the mining sector, high technologies and in the area of media content production in various regions of the world," USM has said. DST Global set up a new fund, DST Global IV, in June.
