Translated by

MF of technology (MFT)

Company

Assets

Owners

+ MF of technology (MFT)

"MF of technology" (MFT) — joint venture of MegaFon, Gazprombank, Rostec and USM Holdings, which main objective — project implementation in the field of digital economy.

History

2019

Signing by Sberbank of binding documentation on purchase of 36% of MFT from GPB and Rostec

Sberbank announced on November 19, 2019 signing of the binding documentation on acquisition of 36% in JSC MF Tekhnologii controlling 58.3% of voting shares of Mail.ru Group at JSC Gazprombank (in the amount of 35%) and Rostec state corporations (in the amount of 1%) and becomes the equal partner in this company.

The cost of the transaction will be 11.3 billion rubles. The parties expect receiving necessary approvals from Federal Antimonopoly Service.

The joint-stock structure of "MF of Technology" as a result of the transaction will become the following: MegaFon — 45%, Sberbank — 36%, Rostec — 10%, USM Holdings — 9%. Closing of the transaction is planned until the end of 2019.

Signing by Sberbank of the non-binding agreement with GPB on purchase of a minority share of MFT

Sberbank announced on October 29, 2019 signing of the non-binding agreement on acquisition of a minority share in Technology MF company (MFT) at Gazprombank. The size of a share in Sberbank was not specified.

The binding agreement is going to be signed until the end of 2019, after obtaining all necessary permissions from bodies of corporate management and regulators.

According to representatives of Sberbank, the financial credit institution sees essential potential in the platform of O2O-services (online-to-offline) created jointly with Mail.Ru Group in the field of delivery of food and restaurant business, transport and in a number of other directions.

2018

Changes in Board of Directors

On October 22, 2018 Mail.ru Group announced changes in the structure of Board of Directors of the Company.

JSC MF Tekhnologii nominated Boris Dobrodeyev, Dmitry Sergeyev, Alan Waxman and Sergey Mednov as new directors in Board of Directors of the Company, to replace Sergey Soldatenkov, Ivan Streshinsky, Anna Serebryanikova and Vlad Wolfson.

JSC MF Tekhnologii informed the company that USM is not the individual controlling party of Mail.Ru Group any more and any of shareholders solely does not control Mail.Ru Group through JSC MF Tekhnologii. In economic structure of ownership of JSC MF Tekhnologii of changes did not occur.

JSC MF Tekhnologii reported also today Mail.Ru Group that the CEO (Russia) Mail.Ru Group will be authorized to perform the voting rights reserved for the actions in authorized capital of JSC MF Tekhnologii belonging to PJSC MegaFon and USM. With respect thereto JSC MF Tekhnologii nominated Boris Dobrodeyev and Dmitry Sergeyev in Board of Directors of Mail.Ru Group. Changes in the structure of Board of Directors did not concern the Chairman of the board of directors Dmitry Grishin that in turn provided presence of three representatives of Mail.Ru Group at Board of Directors.

Boris Dobrodeyev is a CEO (Russia) of Mail.Ru Group; Dmitry Sergeyev – the First Deputy CEO of Mail.Ru Group; Alan Waxman is the vice chairman of the board of Gazprombank, has extensive work experience in the international companies; Sergey Mednov is a senior vice president of Gazprombank, specializes in area of finance and technologies.

Formation of JV MF tekhnologii

The MegaFon company announced on May 8, 2018 creation of joint venture JSC MF tekhnologii (MFT) with Gazprombank, Rostec and USM Holdings for digital service development and projects implementation in the field of digital economy. Under the terms of the transaction, MegaFon will enter to joint company 11,500,100 of the stocks Mail.ru Group of class A owned by it (that makes 5.23% of economic and 58.87% of the voting share in Internet holding).

MegaFon together with partners created the joint venture for development of projects in the field of digital economy. Photo: business.tsargrad.tv
MegaFon together with partners created the joint venture for development of projects in the field of digital economy. Photo: business.tsargrad.tv

During the transaction of 100% of stocks MFT were estimated at $450 million. At the time of the transaction a shareholder of "MF of technologies" was Lefbord Investments Ltd, 100% "subsidiary" of MegaFon. Gazprombank will acquire at Lefbord 35% of shares MFT for $157.5 million, Rostec — 11% for $49.5 million and USM Holdings — 9% for $40.5 million. Thus, in ownership of "subsidiary" of MegaFon there will be 45% of the stocks "MF of Technologies".

The transaction price counting on one action assumes 29% an award to the market price of papers of Mail.Ru as of May 4, 2018 that represents more attractive conditions, than purchase of 15.2% of an economic share of Mail.Ru from USM Holdings in February, 2017, specified in the operator.

Meanwhile, in immediate possession of MegaFon there are 21,940,148 more ordinary shares Mail.ru Group that makes 10% of an economic share of the company which the operator is not going to sell.

According to the experts the companies, the conclusion of the transaction is profitable to MegaFon and its shareholders both in strategic, and in the financial plan. As a result of the transaction the operator will receive $247.5 million (before accounting of taxes) that will allow MegaFon to return a part of investments into Mail.ru Group and to reduce a debt load.

According to the results of the transaction Mail.ru Group will get access to credit resources of Gazprombank and will be able to offer users banking products in a digital form. Gazprombank introduces in partnership bank and financial examination, possibilities of cross-sellings of financial products and gives access to sales of non-financial products to clients of bank, Kommersant with reference to own sources familiar with the transaction course writes.

Together with partners MegaFon is going to implement a number of the digital projects including assuming: creation of the software products directed to digitalization of work of the large companies and enterprises, development of solutions based on a blockchain. The most important project, work on which is already conducted, in the company called creation of the financial digital platform based on which the parties are going to develop hi-tech services: payment, credit and other digital products. For this purpose MegaFon, Mail.Ru Group, USM and Gazprombank intend to create Digital JV (DJV) company.

Besides, partners are going to create joint investment fund for investments in the perspective technology companies.

Rostec confirmed to the Kommersant newspaper participation in the transaction, having specified that she fits into the development strategy of corporation in which priority — entry into the fast-growing civil markets.

«
One of the directions of our work — the direct and portfolio investments together with private partners in perspective hi-tech projects where can be used including our competences of the development area and implementations of digital technologies — specified the source of Kommersant close to state corporation.[1]
»

Notes