RUSAL plans up to $2.6 bln IPO; reports poor H1
Monday, Jan 04, 2010
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* IPO key step in RUSAL fundraising drive
* Offer for 1.6 billion shrs in HK$9.10-$12.50 range
* To list in Hong Kong on Jan 27
By Michael Flaherty
HONG KONG, Dec 31 (Reuters) - Russia's UC RUSAL moved closer to its planned $2.6 billion Hong Kong initial public offering by unveiling key details as it aims to raise cash to repay $14.9 billion in debt.
And for the first time, in its 1,100-page listing prospectus, the world's largest aluminium maker detailed key financial information to the public, showing a brutal first half of 2009.
The listing of privately-held RUSAL, controlled by Russian billionaire Oleg Deripaska, would be one of the first major IPOs of a non-Asian company in Hong Kong and the first Hong Kong-Paris dual listing.
RUSAL said it plans to offer 1.6 billion shares in a range of HK$9.10 to HK$12.50 each, with a listing date of Jan. 27. Pricing the IPO at the top of the range would raise $2.58 billion, and at the bottom, $1.87 billion.
The IPO would give RUSAL a market value of around $26 billion. At the offering price, Rusal is valued at about 11 times to 14 times 2010 basis EV/EBITDA, while Aluminum Corporation of China Ltd (Chalco) trades at about 12 times, a source closed to the deal said.
Another top aluminum producer is U.S.-based Alcoa , which has a market capitalisation of $15.6 billion.
The IPO has attracted a list of big name investors including Nathaniel Rothschild's company and Paulson & Co., among others, but has not been without hiccups, delayed for a while by Hong Kong authorities due to caution over RUSAL's massive debt burden.
Eventually Hong Kong authorities, in an unprecedented move, barred the sale of shares to the island's retail market, a hungry group of individual investors that usually are allowed at least 10 percent of an IPO's shares in the city.
"Given the high debt of Rusal and oversupply in aluminium sector, it is not attractive to investors based on fundamental analysis," said Steven Leung, director of institutional sales at UOB-Kay Hian.
Rusal's massive prospectus outlined key issues and long-awaited data, including what's owed to RUSAL's creditors and factors that could impact its debt restructuring and financial future, such as aluminium prices falling more than 20 percent.
The firm said it posted a $868 million loss for the six months ended June 30 compared to a profit of $1.41 billion in the year ago period. The company forecast a full-year profit for 2009 of "not less than $434 million."
Total revenue for 2008 was $15.69 billion, up more than $2 billion from the previous year. Revenues by mid year 2009 hit $3.76 billion compared with $8.35 billion in the year ago period.
The document also addresses issues surrounding the company's CEO and top shareholder, Deripaksa, including the various visas he's been denied and information on a high profile court case.
"The terms of the debt restructuring agreements impose strict limits on the Group's capital expenditure and other uses of available cash which will limit its ability to expand its business and to pay dividends," RUSAL says.
UNDERWRITERS, CREDITORS
RUSAL plans to start pre-marketing of the IPO on Jan. 5, with a roadshow starting on Jan. 11 and pricing on Jan. 21.
BNP Paribas and Credit Suisse are the joint sponsors and global coordinators.
The joint bookrunners are BofA-Merrill , BOCI, Nomura Holdings , Renassiance Capital, Sberbank and VTB Capital, with Rothschild acting as the financial advisor.
In Oct. 2010, RUSAL must repay a $4.5 billion loan from Russia's state-run financing arm VEB, unless it gets an extension. VEB's board is chaired by prime minister Vladimir Putin. Other RUSAL creditors include BNP, which has exposure of around $415 million, Calyon with around $507 million of exposure, and Societe Generale, with roughly $401 million.
Sberbank has exposure of $822.15 million.
UC Rusal, ranked number one in terms of global smelter capacity controls 4.87 million tonnes or 10 percent of the world's smelter stable.
Aluminium on the London Metal Exchange averaged $1,474 a tonne in the first of 2009 versus $2,895 in the same period in 2008. In the second half of 2009 the lightweight metal averaged $1,942/tonne.
RUSAL says a sustained fall of more than 20 percent in the price of aluminium could adversely affect its ability to meet certain targets and financial covenants under the debt restructuring agreements.
(Additional reporting by Don Durfee and Kennix Chim) (Editing by Jonathan Hopfner and Valerie Lee)