UPDATE 1-Orascom Telecom closer to delisting after stock tender-source

Fri May 24, 2013 10:58am EDT

* 10 pct of shares tendered in buyout offer-source

* Russia's Altimo offered $1.8 bln for OTH minorities

* OTH parent Vimpelcom wants to delist Cairo telecoms group

* Wants to avoid risks, have direct management control

* Altimo biggest owner of New York-listed Vimpelcom

By Asma Alsharif and Maria Kiselyova

CAIRO/MOSCOW, May 24 (Reuters) - Egypt's Orascom Telecom (OTH) is closer to being delisted, sources said on Friday, after holders of around 10 percent of its stock agreed to be bought out.

Russia's Altimo, the biggest owner of OTH's parent Vimpelcom , made a $1.8 billion offer in March to buy out OTH minorities and sources said Vimpelcom wanted to delist OTH from both the Cairo and London stock exchanges.

Delisting should allow Vimpelcom to cut the costs of its Egyptian office, avoid regulatory risks and political instability as well as improve efficiency by placing OTH assets under direct management by Vimpelcom.

OTH management last week advised shareholders to reject the offer, saying it was too low. But Altimo on Tuesday confirmed the offer price at $0.70 per share.

A source close to advisers on the offer said that in addition to the 10 percent tendered by holders of London-listed global depositary shares, three funds holding another 3 percent of OTH shares in the form of GDSs between them had expressed interest after the offer expired on May 22.

They may convert their GDSs into common shares to qualify for the offer made to holders of Cairo-traded stock who have until May 27 to accept the offer, the source said, adding there is a possibility it will be extended by up to five days.

The source could not provide information on the amount of shares tendered in the Egyptian part of the offer.

"If 10 percent tendered in London, you would normally expect more in Cairo where the forex component is more important and liquidity is lower," another source familiar with the deal said.

"Most people tender on the last day which is Monday. The offeror is positive that he will reach a successful closing," the source added.

Together with subsidiaries, Vimpelcom owns 51.92 percent of OTH which has mobile businesses in Canada, Algeria, Pakistan and other emerging markets such as Bangladesh.

Some analysts have warned the delisting could expose low corporate governance standards as OTH minority shareholders are being forced to sell their shares at a set price or be left holding an untraded stock.

To approve the delisting, 75 percent of shareholders present at a meeting should vote for it, said Ivan Kim, an analyst at VTB Capital.

But as it is rare that 100 percent of shareholders show up, Altimo and Vimpelcom will likely need to own less than 75 percent of shares between them to have it passed, analysts said.

One analyst, who asked not to be named, said the OTH shareholders may be reluctant to tender their shares due to ongoing uncertainty over the fate of Orascom's most lucrative asset, Algeria's Djezzy.

Algeria wants to nationalise Djezzy and has pushed Vimpelcom into discussing a sale of 51 percent. The talks are at a delicate stage, a source has told Reuters.

A positive resolution may boost the stock well above the offer price, the analyst said.

"So far I just can't imagine on what assumptions minority shareholders should act," he said, with speculation that Algerian President Abdelaziz Bouteflika was seriously ill clouding prospects for a resolution to the talks.

"The offer has not yet closed so we cannot comment on any numbers," Altimo told Reuters when contacted for comment.

Orascom could not be reached for comment.

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