UPDATE 3-Russia's MegaFon to sell shares in London

Tue Oct 9, 2012 12:28pm EDT

* MegaFon to complete IPO in fourth quarter

* Offer likely to raise around $2 bln-sources

* To offer stake of around 15pct - source

* MegaFon says Russia focus is key advantage

By Megan Davies and Maria Kiselyova

MOSCOW, Oct 9 (Reuters) - Russia's second biggest mobile operator, MegaFon, announced its plan to sell shares in London this year and was expected to raise up to $2 billion from investors seeking a stake in the rapidly growing Russian market.

The initial public offering could value MegaFon at $13 billion and become the biggest by a Russian company since that of internet firm Yandex last year. MegaFon is controlled by Russia's richest man, Alisher Usmanov.

Announcing the offer on Tuesday, MegaFon stressed its focus on the Russian domestic market, where it has been outpacing rivals such as Vimpelcom that also have entanglements abroad.

"We are a pure Russian player," chief executive Ivan Tavrin told Reuters in an interview on Tuesday. "About 99 percent of our revenues come from this country."

The share offer is the second part of a restructuring through which Usmanov took control of MegaFon by buying out rival tycoon Mikhail Fridman and part of Nordic telecoms group TeliaSonera's holding.

Russian companies have been jostling to take advantage of a revival in the European new issues market. Russia just sold a $5 billion stake in Sberbank while private healthcare group MD Medical has announced plans to list shares in London.

TeliaSonera will sell part of its remaining MegaFon stake through the listing, giving it a big return on an initial investment of less than $180 million in 2001.

The rest of the offering would come in the form of treasury stock bought by MegaFon through the deal in April which gave Usmanov 50 percent of the company plus one share to end years of shareholder infighting. MegaFon said its proceeds would go to repay debt.

As an attraction for investors, MegaFon had the best subscriber growth and clearest data strategy in Russia as well as having rolled out fourth generation services before rivals, said Bruce Bower, a portfolio manager at Moscow-based fund manager Verno Capital.

"The Russia focus is also a huge differentiator," he said, pointing to Vimpelcom's expansion outside Russia and problems MTS has faced in Uzbekistan.

SMALLER THAN EXPECTED

The total offering would be equivalent to 15 percent of MegaFon's equity, one source familiar with the matter said. That could bring in up to or around $2 billion, two sources said. The sale is for less than the 20 percent stake which had previously been expected.

MegaFon was not pressed for money so did not need to sell a bigger stake, Metropol analyst Evgeny Golosnoy said.

"They may be expecting a better price in the future," he said.

MegaFon did not say how big a stake either it or TeliaSonera would sell. The Nordic company, which currently has a 35.6 percent stake, had been expected to sell a 10.5 percent share and MegaFon 9.4 percent.

TeliaSonera would keep at least 25 percent plus one share after the share offering, it said in a statement.

A MegaFon IPO of around $2 billion would be bigger than Yandex's $1.43 billion share sale in New York last year and around the same size as Rusal's $2.2 billion IPO in Hong Kong.

A surprise in the line-up of banks running the deal was the absence of Goldman Sachs, which sources had expected to be a lead manager. Morgan Stanley and Sberbank were appointed joint coordinators with Citi, Credit Suisse and VTB as joint bookrunners.

Tavrin did not comment when asked why Goldman was missing.

One source familiar with the matter said Goldman had stepped back due to unspecified shareholder concerns that were not related to Usmanov. The Uzbek-born tycoon has announced that he would fold his MegaFon stake into a new holding company.

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