By the end of this year's exchange trading in Russia could be centralized on a single stock market - yesterday the largest Russian stock exchange MICEX Holding agreed to acquire a controlling stake in its main competitor RTS. Longstanding opposition of both exchanges was withdrawn after the talks to merge stock exchanges were more politics than economic sense. Against this background, the future conditions of the transaction described its members as the "market".
Yesterday, the five largest shareholders of the RTS - Troika Dialog, Aton, Alfa-Bank, Renaissance Broker "and" The Da Vinci Capital - in the building of the Bank of Russia Neglinnoy signed an agreement of intent to sell its stakes in the Exchange. As stated by the first deputy chairman of Bank of Russia, Chairman of the Board of MICEX Alexei Ulyukayev, MICEX acquires controlling stake in PTC, and then Exchange will be merged. "We assume in the second half of April to sign all documents. After that, almost immediately, the deal will close" - said Mr. Ulyukaev. As previously reported by Kommersant, the deal involves the assessment of RTAs in the $ 1.15 billion 35% stake in the exchange will be purchased with money left over will change the shares of the MICEX by a factor of 1 to 3. In addition, if the MICEX not hold an IPO before 2013, provides an option to purchase shares at a premium to the current price of 12.5%.
The main shareholders of JSC "RTS" - "Troika Dialog (10%), Aton (9.82%), Alfa-Bank (9.59%), Deutsche Securities (9.0%), Renaissance Broker (8.21%), KIT Finance (11%). Under the direction of "The Da Vinci Capital is about 15% of the shares.
According to the MICEX, in July last year, the exchange had 16 shareholders (now part of shareholders does not disclose), the principal is the Central Bank (29,8%), UniCredit Bank (12,7%), EBV (11.8%) VTB (7,6%), Sberbank (7.5%).
Negotiations with the shareholders of the MICEX RTS began last summer, after the post was appointed President of the MICEX Ruben Aganbegyan. Prior to that, the relationship between the exchanges could be described as the opposition - after the main liquidity of the Russian stock market went on the MICEX and RTS stock exchange has lost the leading position. In November 2010, the MICEX has sent proposal to major shareholders of the RTS (see "Kommersant" of November 8). They are asked to sell 20% stake in the exchange based on its assessment of $ 750 million, while the remaining 80% - to trade for 17-20% of the shares on MICEX. Shareholders of the RTS Stock Exchange found the proposed assessment of low and negotiations at an impasse, after which negotiations between the RTS and MICEX went to the political plane. On the need for joint exchanges, said project team leader for an international financial center in the Presidential Council on Financial Markets, Alexander Voloshin. And at the end of last year this issue was discussed at a meeting with President Dmitry Medvedev: on its outcome the government was instructed to study the issue out of the Central Bank of the number of shareholders MICEX.
Interviewed by Kommersant shareholders RTS, signed yesterday an agreement, declare that they have arranged the deal. "We are involved in this transaction because we believe that it meets both our economic interests and the interests of the financial market as a whole", - reported to chairman of investment bank Renaissance Capital in Russia, Alexander earned a Master. In this case, on condition of anonymity, one of the participants of yesterday's meeting at the Central Bank has admitted that if not for the political will, the deal would fail. "Although the proposed terms and conditions are market if the reason abstractly, we did not want to get rid of shares at Rs" - he added.
"Combining exchanges - the right move, because formed a single group of shareholders, which will be consolidated to develop strategic solutions" - said the "Y" head of the Federal Financial Markets Service Vladimir Milovidov. Recall that one of the main tasks of association exchanges is the desire to concentrate trading of Russian shares on the same platform, which will be competitive compared to Western venues.
The head of MICEX Group Ruben Aganbegyan said yesterday Kommersant that the Exchange is interested in acquiring 100% stake in PTC. "Until the middle of July this year we plan to close the deal with all shareholders of the RTS, and then begin the process of integration of stock exchanges, which technically could be completed before the end of the year" - he said, adding that in 2012 the MICEX intends to enter the IPO. Advantages of association exchanges Ruben Aganbegyan described as forming a strong management team, as well as removing a number of conflicts, such as creating a central depository.
Under the deal, other shareholders of the RTS will be offered the same terms as the majority shareholder. However, it is possible that not all shareholders are arranged. According to Kommersant, "KIT Finance" and "Deutsche Securities have not been willing to exchange their shares for shares of the MICEX. Chairman of the Board of Directors of the bank KIT Finance Yuri Novozhilov, told Kommersant that the negotiations with the MICEX has been going on since September last year. "I think that soon we will determine the details of the deal. In it we are interested in the cash component - the more we get the money for a package of Rs, the better" - he said. According to Director of Operations Department in the financial markets of the Central Bank Sergey Shvetsov, PTC shareholders wishing to receive money for their shares, will pay compensation based on an assessment of RTAs in the $ 840 million