Shareholders do not share Vimpelcom Ltd
Telenor is the only shareholder of Vimpelcom Ltd. who still have preferred stock. He has 305 million of such securities. Vimpelcom preferred shares do not give economic rights - in particular, dividends are not accrued on them; but they, like the ordinary ones, give the right to vote at the shareholders' meeting.
As conceived by Vimpelcom, you can convert them into ordinary ones no later than yesterday. To do this, it was necessary to purchase an additional issue of ordinary shares at the market price.
Since Telenor did not use the right of conversion, its preferred shares will be redeemed, and Telenor’s share in voting shares will be equal to the economic one (this is 33%).
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The voting share (47.9%) of the largest shareholder of Vimpelcom Ltd. - LetterOne Technology's companies Mikhail Fridman, German Khan, and Alexey Kuz'michev — also had to be equal to economic (56.2%).
As conceived by Vimpelcom, then the so-called control shift would have occurred. In this case, a part of its creditors would have reason to demand early repayment of obligations in the amount of $ 1.415 billion. Similar conditions apply to the part of the financial contracts for which Vimpelcom Ltd. acts as a guarantor, totaling $ 1 billion.
Any shareholder or group of persons who have collected 50% or more of the voting shares of Vimpelcom must, within 30 days, make all other shareholders an offer to repurchase their shares, Vedomosti writes with reference to the company's documents.
So, if LetterOne became a controlling shareholder, it would have to put up an offer to minority shareholders.
However, on March 29, LetterOne Technology transferred 7.08% of its shares to Vimpelcom Ltd. in dutch stichting SAMTI. For 146 million shares of Vimpelcom Ltd. LetterOne Technology received from SAMTI the same amount of its own depositary receipts.
However, American regulators may still be interested in the question of whether LetterOne should not put up an offer to minority shareholders, suggests Herbert Smith Freehills adviser Stanislav Grigoriev. He does not exclude that LetterOne will have to convince the regulator that the Dutch trust has nothing to do with it. Although, in his opinion, it is impossible to guarantee this: informal arrangements can be made with the directors of trusts, allowing one way or another to influence the management of the package.
March 31, "Megamind" wrote that Vimpelcom Ltd. is considering selling about 89.2% of ordinary shares. About this Vimpelcom Ltd. officially announced the US Securities and Exchange Commission (SEC). To date, this number of shares belongs to the main shareholders of Vimpelcom Ltd. in the person of LetterOne of Mikhail Fridman, German Khan and Mikhail Kuz'michev and Telenor.
According to preliminary information, Vimpelcom Ltd. is going to sell a share of the Hong Kong holding Hutchison - about this edition of "Vedomosti" said one of the sources familiar with the situation. Exact information on the sale of assets is not yet available, but Vimpelcom Ltd. can leave a Russian asset in its portfolio that can later merge with the owners of T2 RTK Holding (Tele2).
However, on April 14, RNS reported that the general director of LetterOne, Mikhail Fridman, denied plans to sell the stake in Vimpelcom holding.
As conceived by Vimpelcom, you can convert them into ordinary ones no later than yesterday. To do this, it was necessary to purchase an additional issue of ordinary shares at the market price.
Yesterday (at 19.20 Moscow time) such a package cost $ 1.26 billion on the NASDAQ.Back in October 2014, Telenor stated that it saw no point in investing in an increase in the economic share, and decided to completely withdraw from the shareholders of Vimpelcom Ltd.
Since Telenor did not use the right of conversion, its preferred shares will be redeemed, and Telenor’s share in voting shares will be equal to the economic one (this is 33%).
')
The voting share (47.9%) of the largest shareholder of Vimpelcom Ltd. - LetterOne Technology's companies Mikhail Fridman, German Khan, and Alexey Kuz'michev — also had to be equal to economic (56.2%).
As conceived by Vimpelcom, then the so-called control shift would have occurred. In this case, a part of its creditors would have reason to demand early repayment of obligations in the amount of $ 1.415 billion. Similar conditions apply to the part of the financial contracts for which Vimpelcom Ltd. acts as a guarantor, totaling $ 1 billion.
Any shareholder or group of persons who have collected 50% or more of the voting shares of Vimpelcom must, within 30 days, make all other shareholders an offer to repurchase their shares, Vedomosti writes with reference to the company's documents.
So, if LetterOne became a controlling shareholder, it would have to put up an offer to minority shareholders.
However, on March 29, LetterOne Technology transferred 7.08% of its shares to Vimpelcom Ltd. in dutch stichting SAMTI. For 146 million shares of Vimpelcom Ltd. LetterOne Technology received from SAMTI the same amount of its own depositary receipts.
Stichting is a type of trust that has no owners, but only charter goals and a director.On Thursday on the site Vimpelcom Ltd. it was stated that SAMTI owns 7.1%, and LetterOne owns 40.8% of the voting shares of the holding.
However, American regulators may still be interested in the question of whether LetterOne should not put up an offer to minority shareholders, suggests Herbert Smith Freehills adviser Stanislav Grigoriev. He does not exclude that LetterOne will have to convince the regulator that the Dutch trust has nothing to do with it. Although, in his opinion, it is impossible to guarantee this: informal arrangements can be made with the directors of trusts, allowing one way or another to influence the management of the package.
March 31, "Megamind" wrote that Vimpelcom Ltd. is considering selling about 89.2% of ordinary shares. About this Vimpelcom Ltd. officially announced the US Securities and Exchange Commission (SEC). To date, this number of shares belongs to the main shareholders of Vimpelcom Ltd. in the person of LetterOne of Mikhail Fridman, German Khan and Mikhail Kuz'michev and Telenor.
According to preliminary information, Vimpelcom Ltd. is going to sell a share of the Hong Kong holding Hutchison - about this edition of "Vedomosti" said one of the sources familiar with the situation. Exact information on the sale of assets is not yet available, but Vimpelcom Ltd. can leave a Russian asset in its portfolio that can later merge with the owners of T2 RTK Holding (Tele2).
However, on April 14, RNS reported that the general director of LetterOne, Mikhail Fridman, denied plans to sell the stake in Vimpelcom holding.
Source: https://habr.com/ru/post/300144/
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