Post by
puma1 on Jun 03, 2016 4:29pm
Registration Rights Agreement - the RRA
decided to check Sedar for the legal name of the Cinven entity that took possession of the VTB shares - there are almost half a dozen seperate entites that took the shares if anyone is interested.
anyway, found the VTB shareholder rules document, the RRA. Taking a fairly brief look given it is huge , it seems that anytime after the end of January under Article 3 they can demand that CXR register for offer and sale all or a portion of the VTB shares held by the group. they can only pull this trigger 3 times in total and no more than once every 12 months.
there is a requirement to register such receipt of notification with the SEC within 20 days , but under a sub-paragraph (b) , it looks like CXR may be able to delay this registration process for up to 90 days. now if Cinven dropped the notice late March then this could explain what triggered the Special comittee and could also explain why MT would not answer why it was initiated when asked in the Q1 call. as well, the 90 days would fall such that closing an auction the end of May would still give time to control stuff under the non-disclosure period.
so, i still think we will see a sale of some part or all of the Cinven stake as being the result of this process. it would also explain why some smaller fund groups are looking at the transaction.
if this is right the trigger price of a deal is the only issue of importance. the stock may not trade up to the price and who knows the level of their desire to unload some of this tied up equity.
there are about 10 documents dated Oct 30th - this is the thrid one starting from the top of the sedar listing.
Comment by
visionaryfool on Jun 03, 2016 4:37pm
A minority share sale makes sense but would not be good for the stock price IMO. You won't see the premium on minority as you would for the entire company. This may depress the stock price even more if they come out with a low ball transaction.
Comment by
puma1 on Jun 13, 2016 11:31am
Lettuce - you forgot your favourite resource - SEDAR - they cannot be a dumper