UPDATE 1-MegaFon to post results as awaits IPO approval -sources

Wed Nov 7, 2012 2:09pm EST

* Third-quarter earnings due Nov. 8 -sources

* IPO still to be signed off by regulator -sources

* May have to push listing back to next year -sources

By Megan Davies and Kylie MacLellan

MOSCOW/LONDON, Nov 7 (Reuters) - MegaFon is due to announce third-quarter results on Thursday, sources said, moving a step closer to a planned listing, but it may still not have everything in place to complete the sale this year.

The Russian mobile operator plans to raise around $2 billion from an initial public offering (IPO) this year, but several sources familiar with the matter said it may still have to delay the sale until next year if it does not get the green light from UK regulators soon.

Any delay would be the second for MegaFon, majority-owned by Russia's richest man Alisher Usmanov, which announced plans for the offering in early October but later said it would put off launching a roadshow until after releasing its third-quarter results.

The first delay was also due to the need to include MegaFon's plans to buy a stake in cellphone retailer Euroset in the issue prospectus, sources previously said.

The third-quarter results are expected to be published on Thursday, two sources familiar with the matter told Reuters.

One source put a 60 percent probability on an IPO being kicked off within the next 10 days. Three other sources also said the IPO ran the risk of being delayed to next year. The IPO may run up against a timetable issue in marketing to investors with the U.S. Thanksgiving holiday and Christmas, sources said.

"Our intention is to complete an IPO this year," a spokesman for MegaFon said. The company declined to comment on when the earnings would be released.

One source familiar with the situation said the company is aiming for a listing in November or early December.

SIGN-OFF NEEDED

The IPO has still to be signed off on by British regulatory authority UKLA, the sources said. The UKLA approves a prospectus when it is satisfied that a company has met listing criteria.

"We are looking to launch in 10 days - we need to get the results into the prospectus and get UKLA signoff," said one of the sources familiar with the deal.

"If for any reason there are further questions, delays and the re-launch doesn't happen, I think there's a good chance that it would be Q1."

Sources not involved in the deal had recently said there were rumours that plans for the IPO had been put on hold.

Among the issues that the UKLA typically examines are shareholder structure and ownership. Any particular concerns are typically listed in the "risks" section of the prospectus.

In a recent interview, Usmanov said he would fold his stake in MegaFon and other assets into a new holding company, co-owned by one of his partners Vladimir Skoch, father of billionaire Russian lawmaker Andrei Skoch, who helped build up Metalloinvest.

Goldman Sachs dropped out as an underwriter of the IPO in October, which one source familiar with the situation said at the time was over unspecified shareholding concerns that were not related to Usmanov.

If the ownership structure is a concern to the UKLA, a solution could be that Usmanov does not include MegaFon in his new holding company structure and leaves the telecom company's shareholder base the same, said one of the sources.

However another source familiar with the situation said this is not something being considered or discussed.

The UKLA declined comment. A representative for Skoch could not be reached for immediate comment.

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