According to Alfa Bank analyst Anna Kurbatova, in general, when a company cannot maintain the current shareholder structure and status (rights) of shares and/or significant changes occur at the asset level (spin-offs, mergers), there are two options that can be offered to shareholders in exchange for their existing shares - shares of another company or cash. In her opinion, it is also possible to combine these two options by offering shareholders both securities of another company and cash.
Yandex NV has about 88% of israel whatsapp number database its share capital in free float, she reminds. "A certain part of these securities belongs to Russian minority investors. In the event of receiving a conversion offer from the company, they could take advantage of it by exchanging shares of the Dutch holding for shares of a new Russian company that owns Yandex's main assets. Depending on the conversion rate, minority shareholders could receive a significant share in the new holding, while a pool of large Russian investors is laying claim to a controlling stake in it," Anna Kurbatova explains.
The deal scheme initially assumes that a group of strategic investors will receive at least 51% in the new Russian Yandex, recalls Konstantin Belov, an analyst at the Sinara investment bank. At the same time, the remaining part, in theory, will remain the property of Yandex NV at the initial stage, and in the event of conversion, minority shareholders will directly receive some of the shares, he added. "A relatively liquid market for shares of the new Yandex in Russia will immediately emerge. This, in particular, will make it possible to continue the work of incentive programs. Plus, it will give a market valuation of the asset, which, in my opinion, should only be beneficial to the new strategic investors," says Belov.
According to the analyst, Russian minority shareholders who own shares through both Russian and foreign infrastructure are primarily interested in the conversion. "Their exact number is unknown, but unofficial estimates suggest that there could be about 20% of such shareholders, of which about half are in the Russian infrastructure. Accordingly, the scale of the conversion could not be that large," he believes.
Reorganization without the possibility of converting minority shareholders' shares would be an extremely unprofitable and unfair scenario for them, given that the sale of assets remaining in the Russian circuit will most likely occur at a discount to their fair value, and as a result of the restructuring, minority shareholders will remain shareholders of the Dutch Yandex NV, which will no longer control the most attractive part of the business, notes Konstantin Belov. Such a scheme would contradict the logic of the latest regulatory decisions, which are generally aimed at protecting the interests of Russian shareholders who own rights to companies operating in Russia through foreign structures, such as in the case of the law on economically significant organizations, and at supporting the development of the Russian stock