Sergei Chemezov entangled in the Rosseti

Rostech may become a shareholder of Rossetei.
24.04.2018
Kommersant
The implementation of the program of digitalization "Rossetey" with a volume of 1.3 trillion rubles. can lead to a change in the state control scheme over the holding. Rostekh intends to acquire up to 30% in the authorized capital of the state holding. According to Kommersant, for this Rosseti will issue an additional share issue, 30% will cost Rostekh in 85.2 billion rubles, while the share of the Federal Property Management Agency will decrease from 88% to 62%. The industry disagrees on why Rostech should be included in the holding's capital: joint ventures would be sufficient for the joint venture. Lawyers note that the participation of Rostekha in the capital under US sanctions still creates sanctions risks for Rossetei.

Rostek wants to get up to 30% in the authorized capital of Rossetei (include the Federal Grid Company and interregional distribution grid companies), Interfax reported April 23, citing sources. According to these data, Sergey Chemezov, head of Rostek, sent Dmitry Medvedev a proposal, which he instructed to work through. At the meeting of the government on April 19 the prime minister already instructed to work out the form and volumes of Rostekh investment in Rosseti for the implementation of the digitalization project. The state corporation should become a partner of Rossetei in digital projects with a volume of 1.3 trillion rubles. until 2030, the parties also do not exclude participation in the management bodies of each other and the creation of a joint venture.

In Rostekh, Rossetakh, the Energy Ministry, Rosimushchestvo (owns 88% of Rossetei) and Dmitry Medvedev's office, the possible transaction is not commented on, in the office of Deputy Prime Minister Arkady Dvorkovich said that the proposals must first be analyzed and worked through. According to a source from Kommersant, Rostekh will be a part of Rossetei's capital, most likely through additional issues (the seventh in 10 years).

Fedor Kornachev from Raiffeisenbank noted that the share in the additional share issue can not be sold for less than 1 ruble. (nominal value of the ordinary shares of the holding company). Quotations of ordinary shares of "Rossetey" on the Moscow stock exchange on April 23 grew by 5.87%, to 0.847 rubles, prefs - by 2.53%, to 1.66 rubles. To get 30% of the capital, you need to buy at least 85.2 billion shares at 18% more expensive than the market. The state will directly control 62% of the shares of the state holding, says Fedor Kornachev.

The key question is why Rostekh is involved as a shareholder for digitalization. "Rosseti" has repeatedly stated that they will be able to implement the project themselves, due to the growth of the debt load of subsidiaries - the debt / EBITDA ratio should increase from 1.9 to 2.6. But at the same time, the holding recognized a deficit of 300 billion rubles, which they expected to "expand" with the help of regulatory measures (see "Kommersant" on February 1). A number of interlocutors of Kommersant believe that the joint venture or tender purchases would be sufficient - apart from Rostek, no one else in the Russian market has the necessary competencies. One of the sources at Kommersant assumes that Rostelecom wants to guarantee the market for its entry into the capital of Rossetei: it will require the creation of a separate cluster of microelectronics (smart metering systems, telemechanics, digital sensors, cybersecurity and control systems - more than 265 items in total). Mr. Kornachev notes that with the additional issue in Rosseti, "living money will come, and for this, maybe, Rostekh is needed, although even in this case the mechanism of the joint venture for a particular project with Rostekh financing could be enough."

At the same time Rostek is under US sanctions. Partner NAFKO-Consultants Irina Mostova assesses the risks of expanding sanctions on Rosseti as moderately high. She notes that under the CAATSA law (on countering US adversaries) sanctions can be imposed on organizations in which the capital of the blacklisted individuals (SDN list) owns more than 33%. The package is 30% below this, the lawyer says, "but it's worth noting that inclusion in the SDN makes the company" toxic ", that is, any cooperation with them can lead to US reaction." Lidings' partner Stepan Guzey notes that to reduce risks, Rosset will be able to provide "unconditional proof" that the new shareholder does not have a significant impact on the company's work (for example, that Rostek is an institutional investor and will not introduce its representatives to the board of directors "Rossetei"). "But these measures are not a panacea, all the same risks remain," he concludes.

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