Reference
Shares of the Kaluga Remputmash Plant have been put on the market in accordance with the Government’s resolution of 18 May 2001 on the programme of railway structural reform, aimed at attracting investment for railway development by selling shares of subsidiaries established on the basis of Russian Railways’ property.
The Kaluga Remputmash Plant, a subsidiary of the Russian Railways holding, produces modern equipment, including heavy track machines for railway repairs.
The plant’s charter capital amounts to 4,470,412,000 roubles, or 4,470,412 ordinary shares with a value of 1,000 roubles each. It is owned by Russian Railways (100% minus one share) and Baminvest (one share).
On 22 April 2013 the Russian Railways Board of Directors tentatively approved the sale at competitive tender of 3,352,807 ordinary nominal shares, or 75% minus two shares of the plant’s charter capital. According to Ernst & Young the market value of the plant’s portfolio of shares amounts to 4.3 billion roubles (1,283 roubles per share).
Russian and foreign companies – leaders in the production and repair of railway equipment – are expected to take part in the tender.
The winner will be chosen on the basis of financial and technical proposals and experience in the production and repair of railway equipment.
The winner should sign an agreement with Russian Railways to ensure the protection of its interests following the sale of the plant’s controlling interest, and an act of purchase and sale of its shares. This act envisages accession, provided the buyer receives the endorsement of federal and foreign anti-monopoly bodies, as well as penalties for failure to abide by the technical proposal.
The winner should fulfill Russian Railways’ corporate order for the delivery and repair of track machines and mechanisms, special rolling stock and material and technical equipment in 2014-2017, and ensure the implementation of a trilateral leasing contract between Russian Railways, the Kaluga Remputmash Plant and VEB-Leasing.
In addition, to protect the interests of Russian Railways, the plant’s Charter will be amended prior to the tender to give the holding company the right to veto important issues of the plant’s management, such as Charter amendments, endorsement of the development strategy, budget and investment programme, and the carrying out of major deals.