RE: Sale of Russian business20 Feb 2024 18:04
@Moorscloud...I've not been in the loop for a while now, but view recent developments as follows.
My opinion is it’s a stitch up, and wouldn’t be surprised if there’s backhanders flowing from Sergei Yanchukov to parties past and present within POLY making it happen. A Nesis selling 2 days before Q4 update quickly followed by this deal has all the hallmarks of a stitch up…it stinks. IMO A Nesis all but agreed sale with Mangazeya before he sold his shares. There’s even a possibility bids from other potential buyers may have been higher than that from Mangazeya, but we’ll never know.
Mangazeya Plus JSC is a structure created for the implementation of the transaction by the Russian company Mangazeya Mining, which produces precious metals and has been operating in Russia since 2011. The company is part of Mangazeya Group of companies privately owned by Yanchukov Sergey Valentinovich, hence he will be full beneficiary of a substantial upside resulting from this deal.
Any such back hand deal would not be possible had POLY done the deal with a prominent company listed on MOEX as benefit would be shared with wider shareholder base and disclosure requirements would be more rigorous...think about it!
I fully accept the need to divest away from Russia. IMO there is another option (if possible) whereby POLY Kaz could have borrowed $1.151bn to settle inter-company debt, floated POLY Rus separately on the MOEX and given shareholders shares in the new company. Then it would be up to individual holders what actions they wish to take. POLY Kaz would have severed all ties and be free of all potential sanctions and shareholders would end up with stake in both POLY Kaz and POLY Rus. I accept potential holders in POLY Rus would not be able to sell their shares or receive divis until conflict ends, but I think it would have been risk worth taking given penalty the holders will be paying once sale goes ahead. I would much prefer this than the 70 cents per share we will get from the deal agreed.
I intend to vote against it; not that it will make any difference as Omanis will back the deal and Blacrock won't bother voting. Last time a shareholder vote was taken, approx 30% holders voted and Nesis owned nearly 25%.
I am very disappointed with the deal and believe POLY Rus is worth way more. Sale value of POLY Rus is valued at 3.6x 2023 EBITDA of $1bn, when its peers in the West are valued at over 14x. Although I am still up by about 80%, it’s the long term holders who will suffer most.
On re-domiciliation to Kaz, Nesis did say POLY will continue to adhere to highest levels of corporate governance, but unfortunately this has not been the case as situation unravels. I have noticed many contradictions from what he said previously on future divis, business valuation, interested parties in China etc and now he lays blame on worsening trading environment surrounding Russia which I believe has always been there since conflict started.