Yandex shareholders selling 7.4% of shares, to raise $552 mln
MOSCOW. March 13 (Interfax) - A number of shareholders in Russian Internet company Yandex are selling about 7.4% of the company's shares at $22.75 a share and will raise $552 million with the SPO in total, the company said in a statement.
The selling shareholders are BC&B Holdings, controlled by Baring Vostok, Belka Holdings Limited, affiliated with Yandex founder and CEO Arkady Volozh, Emerald Trust and Ilya Segalovich.
In total, the shareholders are selling 24,253,987 Class A shares and the company itself will not receive any cash. The underwriters Morgan Stanley, Deutsche Bank and Goldman Sachs have an over-allotment option for 2,425,399 Class A shares.
The deal closes on March 18.
Yandex traded at $24.8 on the Nasdaq on Monday, the day before the SPO was announced, so the shares are being sold at a discount of 8.3%. The shares fell to $23.15 during trading on Tuesday.
BC&B is selling 18,181,818 shares, Volozh's firm - 5,141,260, Emerald Trust - 727,273 and Segalovich - 203,636, all before the over-allotment option. All parties to the deal undertake not to sell shares for three months after the SPO.
Baring is not only selling Class A shares, but also reducing its holding of Class B shares. The Class A shares carry one vote each and Class B shares ten, but they are automatically converted into Class A shares if sold. The stake being offered for sale amounts to 7.38% of total Class A+B shares, or 8.1% with the option.
As a result of the sale, Baring's voting stake in Yandex will drop to 27.28% from 34.07%. Segalovich is also selling Class B shares, but his voting stake will actually increase, to 6.87% from 6.54%, due to the reduction of the total number of this type of shares. BC&B Holdings is selling about 10,402,565 Class B shares.
Volozh will retain his Class B shares (34,459,684) and his voting stake will grow to 28.9% from 27.18%. As a result, Volozh will become Yandex's largest shareholder and Baring Vostok will be the second largest shareholder.
Yandex has 221,981,842 Class A shares, 106,670,831 class B shares and 46,743,017 class C shares plus one priority share, which is owned by Sberbank .
After the SPO (before option), the number of Class A shares will increase to 232,608,407, while the number of Class B shares will drop to 96,044,266.
Yandex's board of directors has approved a buyback of 12 million Class A shares, which amounts to about 3.65% of the company's stock. The buyback program will run to at least November 14, 2013 and might be extended until March 2014. The program will begin immediately after the SPO. This block is worth around $280 million at current market prices. The company, which will soon have a cash pile of around $1 billion, has said it would continue to look at ways of returning funds to shareholders. Alexander Shulgin, CFO, said at a conference call on Tuesday that major acquisitions by the company were not on the horizon, but that dividends and other ways of returning cash to shareholders would be considered after the buyback has been completed.
Yandex carried out an IPO on Nasdaq in May 2011 that valued the company at $8 billion. Only class A shares were placed on the exchange. Shares worth $1.3 billion were placed at the upper end of the price range, at $25 per share, in a heavily oversubscribed offering. The overall amount of the IPO reached $1.43 billion.
USM Holdings, controlled by Alisher Usmanov, sold 7.4% of Mail.ru Group at the end of February at a discount of 6.5% against LSE prices or for $532 million.