Reference
This document has been drafted in order to determine the procedure and terms for the carve-out of the federally-owned stake of the Arkhangelsk Trawler Fleet company totaling 100% of its statutory capital.
The Government has selected Gazprombank as the only executor of the state contract for the organisation and execution of the carve-out of the above-mentioned federally-owned stake.
Independent appraiser Ernst & Young LLP Consulting Practice estimates the value of the Arkhangelsk Trawler Fleet company’s 15,318,983 ordinary shares at 1,825,925,788 roubles.
The lump-sum sale of all corporate shares through an open tender was proposed as an optimal equity carve-out scenario.
The form and structure of a binding shareholders’ agreement, which should be signed between the purchaser of the stake of the Arkhangelsk Trawler Fleet company and the Government of the Arkhangelsk Region, were also assessed. This document should stipulate the potential investor’s social obligations before the Arkhangelsk Region, including the preservation of jobs and the development of port infrastructure.
The Government of the Russian Federation approved the following approaches towards closing this transaction:
1. Legal entities, which have been approved by the Federal Anti-Monopoly Service, shall have the right to bid during the tender. If necessary, they can be approved by the Government Commission on Monitoring Foreign Investment. Bidders shall meet the following requirements:
· A legal entity purchasing the shares should be registered in the Russian Federation;
· The industry affiliation of the potential buyer should meet any of the following criteria: A potential buyer should be listed among applicants eligible for a share of 2009-2018 marine resources catching quotas; a potential buyer is not eligible for any 2009-2018 marine resources catching quotas but engages in the following activities: Fish and seafood processing and canning; wholesale fish , seafood and canned fish sales;
· A legal entity purchasing the share parcel should post annual sales revenue totaling at least 500 million roubles (net of VAT and excise tax) in 2011 and 2012;
· A legal entity purchasing the share parcel should pledge to transfer one share of the Arkhangelsk Trawler Fleet company to the Arkhangelsk Region free of charge and honour the terms of the shareholders’ agreement with the Administration of the Arkhangelsk Region, as regards corporate management;
· A legal entity (applicant), as well as any other legal entity monitoring the activities of this potential buyer, shall not have the status of a legal entity, over 20% of whose voting shares (stakes) in the statutory capital are owned by the Russian Federation, or which has been solely established by the Russian Federation, a Russian region or municipal entity;
· A legal entity purchasing the share parcel shall post no overdue debt regarding mandatory payments to the budgets of all levels and state non-budgetary funds;
· A legal entity purchasing the share parcel is not being liquidated or reorganised, nor has it been recognised as insolvent (bankrupt).
2. A legal entity purchasing the share parcel of the Arkhangelsk Trawler Fleet company will offer on a competitive basis the highest price for the negotiable parcel (but not lower than the market price, as stipulated by the independent appraiser).
The initial selling price of shares was set at 1,825,925,788 roubles.
The relevant qualification documents for bidding in the tender were submitted by the Virma Ltd and Intraros Ltd companies. On 19 November 2013, these companies submitted their offers during a two-stage process. Virma Ltd offered the highest price for 100% of shares of the Arkhangelsk Trawler Fleet’s statutory capital. The Government was therefore advised to approve this company as the buyer of the above-mentioned shares. In all, Virma Ltd offered to pay 2.2 billion roubles (two billion and two hundred million roubles), or 20.5% more than the starting sale price.