* Jan. 27 IPO key to debt repayments
* Offer for 1.6 billion shrs in HK$9.10-$12.50 range
* Co values itself at up to $26 bln
* Discloses profit, Deripaska on visas, court case
(Adds details, background)
By Michael Flaherty and Robin Paxton
HONG KONG/MOSCOW, Dec 31 UC RUSAL plans to raise
up to $2.6 billion in a landmark Hong Kong IPO next month and is
betting on aluminium price growth to repay nearly $15 billion in
debt and restore profits after a miserable first half of 2009.
The world's largest aluminium maker on Thursday unveiled a
1,141-page prospectus for the first Russian share float in Hong
Kong, detailing its finances in public for the first time and
answering concerns related to billionaire owner Oleg Deripaska.
"The valuation appears to be very aggressive," said Chris
Weafer, chief strategist at Russian investment bank UralSib.
UC RUSAL is the jewel in the crown of Deripaska's business
empire and helped its majority owner to the head of Russia's
rich list before the economic crisis more than halved the value
of the aluminium produced by its Siberian smelters.
UC RUSAL is offering 1.6 billion shares, or a stake of about
10 percent, in a range of HK$9.10 to HK$12.50. The Jan. 27
listing will be among the first major IPOs of a non-Asian firm
in Hong Kong and the first Hong Kong-Paris dual listing.
The company spent most of this year in talks with creditors
to secure Russia's biggest ever restructuring deal, clearing the
way for it to go public. Pricing at the top of the range would
raise $2.58 billion, and at the bottom, $1.87 billion.
"A valuation closer to $1.5 billion for that stake had been
considered by many potential investors as more appropriate,"
The offer price values UC RUSAL at 11 to 14 times 2010 basis
EV/EBITDA and means the company values itself at upto $26
Aluminum Corp of China Ltd (601600.SS) (2600.HK) trades at
about 12 times, a source close to the deal said. Another major
aluminium producer, U.S.-based Alcoa (AA.N), has a market
capitalisation of $15.6 billion.
The IPO has attracted a list of big name investors,
including Nathaniel Rothschild's company and U.S. hedge fund
Paulson & Co [ID:nLDE5BS16M], but has not been without hiccups.
It was delayed by Hong Kong authorities due to caution over
RUSAL's massive debt burden and approval was granted with an
unprecedented proviso barring the sale of shares to Hong Kong's
retail market, a hungry group of individual investors usually
allowed at least 10 percent of an IPO's shares in the city.
UC RUSAL said its debt obligations would also impose "strict
limits" on capital expenditure and dividend payments.
RUSAL revealed an $868 million net loss for the six months
ended June 30 versus a year-earlier profit of $1.41 billion and
said growth in aluminium prices would be crucial to recovery.
It cited a base case average forecast of an 8.6 percent
annual rise in aluminium prices between 2009 and 2013. But
should prices undergo a sustained fall of more than 20 percent,
RUSAL's ability to meet debt targets could be compromised.
The third page of the prospectus carried a warning in red
ink that RUSAL may cease to continue as a going concern should
it fail to comply with repayment terms or be unable to extend,
refinance or repay a $4.5 billion loan from state bank VEB.
The VEB loan, which comes due on Oct. 29, 2010, was one of
the key concerns cited by Hong Kong authorities when examining
the IPO proposal. RUSAL said it would seek to extend it or ask
state-run Sberbank SBER03.MM to assume the debt.
VEB, which has pledged to buy about one third of the shares
on offer at the IPO, has security over RUSAL's stake in Russian
miner Norilsk Nickel (GMKN.MM). As of Dec. 17, 2009, the stake
was worth 51 percent more than the debt owed to VEB.
VISAS, COURT CASE
As aluminium prices have rebounded from seven-year lows in
February, so too have RUSAL's fortunes. The company forecast a
full-year 2009 profit of at least $434 million.
Aluminium on the London Metal Exchange MAL3 averaged
$1,474 a tonne in the first half of 2009 versus $2,895 in the
same period last year. In the second half of 2009, the metal --
used in construction, cars and packaging -- averaged $1,942.
RUSAL's 2008 revenues were $15.69 billion, up over $2
billion from the previous year. Revenues by mid-year 2009 were
$3.76 billion, compared with $8.35 billion a year earlier.
The prospectus also addressed issues surrounding Deripaska,
who confirmed he had been denied a U.S. visa on several
occasions but had subsequently visited the country, most
recently in August and October 2009.
RUSAL said Deripaska, its chief executive, had informed the
company he was not, to the best of his knowledge, under
investigation by any U.S. authority.
Deripaska also said he "strongly denies and will vigorously
resist" claims by Michael Cherney, who has brought a London
court case against his former associate related to payment for
his interest in aluminium assets now controlled by UC RUSAL.
While Deripaska opposes the claim, UC RUSAL acknowledged its
majority owner's influence would be significantly reduced should
he lose the case and use UC RUSAL shares to fund the payment.
Deripaska's En+ Group owns 53.35 percent of UC RUSAL and its
share is expected to drop to 47.59 percent after the IPO.
UC RUSAL plans to start pre-marketing of the IPO on Jan. 5,
with a roadshow starting on Jan. 11 and pricing on Jan. 21-22.
BNP Paribas (BNPP.PA) and Credit Suisse CSGN.VX are the
joint sponsors and global coordinators.
The joint bookrunners are BofA-Merrill (BAC.N), BOCI, Nomura
Holdings (8604.T), Renassiance Capital, Sberbank and VTB
Capital, with Rothschild acting as the financial advisor.
BNP, with exposure of around $415 million, is another of UC
RUSAL's creditors. Calyon has around $507 million of exposure,
Societe Generale around $401 million and Sberbank $822 million.
For a related graphic click on: tinyurl.com/yzbefye
For a related factbox and Q&A click [ID:nGEE5B21L0]
For a factbox on the prospectus, click on [ID:nLDE5BU08F]
For a UC RUSAL timeline, click on [ID:nLDE5BU09D]
(Additional reporting by Don Durfee and Kennix Chim in Hong
Kong, Polina Devitt in Moscow)
(Editing by David Cowell)