"Ю Би ЭС Банк" рекомендует продавать акции "УРСА Банка"
7 апреля 2009 года
Extraordinary shareholder meeting to approve the merger
URSA Bank will hold an extraordinary shareholder meeting on 8 May in the form of absentee voting. The main point of the agenda is to approve the merger of MDM Bank and URSA Bank and the number of ordinary and preferred shares to be issued by URSA Bank for the purpose of converting shares of the merged MDM Bank and MDM Holding into URSA Bank. The record date for participation in the meeting is 20 March, 2009.
Share buyback offered to those not supporting the merger
Shareholders voting against the reorganization or not participating in the voting can redeem their shares. The buyback price is Rb9.96 ($0.298) per common and per 3rd class preferred share which suggests 15% upside to a $0.26 closing price.
Size of the buyback program limited to 10% of URSA Bank’s net assets
According to Russian legislation, the total size of the buyback should not exceed 10% of the bank’s standalone RAS net assets as of the date of the reorganization decision. According to the bank’s guidance, this figure will be c$80 mn. If total redemption claims exceed the limit, applications will be met on a pro-rata basis. Listed preferred shares (of which there are c284 mn) account for 21.1% of the total share capital.
Upgraded to Neutral; PT increased based on 30% share redemption
Assuming all minorities tender their shares to the buyback, the holders of preferred shares would be able to sell c30% of their total holdings (based on the c$80mn guidance). Our prior PT of $0.13 was based on the average of target P/BV and P/E multiples; we now incorporate a 30% share redemption at $0.298 to arrive at a new PT of $0.19 ($0.13* 7/10) + ($0.298 * 3/10) = $0.19). We change our rating to Neutral based on the current valuation.
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