Minority shareholder asks central bank to block MICEX- RTS merger

Evrofinance Capital, a 6.2 percent shareholder in Russia’s MICEX exchange, has asked the central bank to block MICEX’s merger with the country’s RTS stock exchange, Kommersant business daily reported on Friday.

Evrofinance Capital CEO Oleg Prexin has written to the central bank and other state-controlled shareholders, who together hold a 64 percent share in the MICEX, asking them to vote against the merger at an extraordinary shareholders’ meeting on August 5.

The paper quotes him as saying the merger will only benefit RTS shareholders.

In February, the two exchanges agreed the merger which is to be completed by the end of the year. The deal requires approval from shareholders of both exchanges.

Under the deal, the MICEX is to buy RTS shares from stakeholders – 35 percent of their share value in cash and 65 percent as stakes in the newly merged exchange. The share swap rate was set at 1:3.

If the newly formed exchange does not hold an IPO within two years, RTS shareholders will receive an option to buy back 36.4 billion rubles of stock. But Prexin said the deal “will cause significant damage to Russia’s financial infrastructure,” because the MICEX’s own funds will shrink to almost half.

Prexin also said the swap rate was unfair as a little-known appraisal firm, which was hired to do the valuation, has undervalued the MICEX by $1.8 billion and overvalued the RTS. He suggested creating a holding company based on the MICEX instead, Kommersant said.

Evrofinance Capital told the paper they also proposed two scenarios for the development of the exchange to the MICEX board of directors – to hold a $1 billion IPO, taking place in 2012, or an alliance with one of the world’s leading trading floors.

A board member told Kommersant the directors voted against including these scenarios on the agenda.

MICEX President Ruben Aganbegyan said the risks described in the letter did not exist and the schemes proposed by Evrofinance Capital would not work.

An RTS shareholder told the paper that “the existing scheme is a compromise between interests of all shareholders, those of MICEX and the RTS.”

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