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National telecommunications (NTK)

Company

JSC Natsionalnye Telekommunikatsii (NTK) is included into National Media Group Ltd and is one of the chief cable operators in Russia.

Owners:
Rostelecom - 50%

Content


Rostelecom is ready to give to $1.45 billion can cost him for $265 million cheaper. Surgutneftegas

Assets

Owners

+ National Telecommunications (NTK)

Assets

JSC Natsionalnye telekommunikatsii (management company) controls:

The companies entering into the NTK group provide services of analog and digital television, broadband Internet access and telephony. The group locates modern network infrastructure in 7 cities of Russia: in Moscow and Yekaterinburg – on FTTB technology, in St. Petersburg, Novosibirsk, Kurgan, Elektrostal and Sredneuralsk – on HFC (DOCSIS) technology.

The subscriber base of Group for the end of September, 2010 totaled about 5.0 million subscribers, including 4.5 million subscribers of TV and 431 thousand subscribers of broadband access.

In Moscow the Group services 3.1 million subscribers (from them 140 thousand subscribers of broadband access), in St. Petersburg – 1.5 million subscribers (from them 186 thousand subscribers of broadband access), in Yekaterinburg – 240 thousand subscribers (from them 94 thousand subscribers of broadband access) and also 165 thousand subscribers in other cities of Russia.

Besides, NTK makes thematic channels for cable networks and also is engaged in aggregation of content for cable and Internet platforms.

Performance Indicators

Financial performance (IFRS, 9 months 2010):

  • revenue – 7.4 billion rubles,
  • EBITDA – 3.6 billion rubles.

The net debt for the end of 2010 made 2.8 billion rubles,

Board of Directors

On June 29, 2009 in JSC Natsionalnye Telekommunikatsii the annual general shareholder meeting at which the following structure of Board of Directors of the company in number of 9 people was approved took place:

#Засыпкин Andrey Vladimirovich is the deputy CEO of National Media Group Ltd; #Зацепин Nikolay Viktorovich is the CEO of JSC NTK; #Концерев Mikhail Rudolfovich is the CEO of National Media Group Ltd;

  1. Кудряшов Roman Gennadyevich is the chief financial officer of Sberbank Capital LLC;
  2. Логиновская Lyudmila Aleksandrovna is the chief of legal department of JSC Surgutneftegas;
  3. Морозов Mikhail Nikolaevich is the CEO of Konsultinfo Ltd;

#Праскурин Andrey Vitalyevich is a Deputy General Manager for Economics and to finance of National Media Group Ltd;

  1. Румянцев Vladimir Aleksandrovich is the head of department of media, the TV set and high technologies of Department of direct investments of JSC Gazprombank;
  2. Яковицкий Alexey Andreevich is the CEO of VTB Capital Ltd.

History

2012

Rostelecom announced in March, 2012 acquisition at Gazprombank 28.2% of stocks of National Telecommunications holding (NTK) for 13.8 billion rubles. Now Rostelecom became the individual owner of holding. At the same time Rostelecom purchased from NTK of three of his child cable operators – "Novsibirsky Antenna and Cable TV Broadcasting", Moscow region Elkatel and Eltelekor - for 148.3 million rubles and also redeemed from holding debts of these companies for the total amount of 190.1 million rubles.

"National Telecommunications" were created in 2005-06 by Suleyman Kerimov's structures a join path of the capital monopolist of cable television Mostelecom and National Cable Networks holding which included the St. Petersburg monopolist "TV Company St. Petersburg Cable Television" and a number of regional TV-operators. Now the operators belonging to NTK, in addition to analog television, provide services of digital TV and Internet access under the Onlime brands in Moscow and "your TV" and Your Internet in regions.

In 2008 Kerimov sold NTK. 51.8% of shares of holding were acquired by "National Media Group" (NMG)", created by Bank of Russia. The chairman of the board of directors of this bank is Yury Kovalchuk who together with the brother Mikhail are considered as longtime friends of the prime minister Vladimir Putin. Then the remained shares NTK were redeemed by two other shareholders of NMG – Severstal and Surgutneftegas and also structures of three state banks: Gazprombank, Sberbank and VTB.

At the beginning of last year Rostelecom redeemed from NMG and its shareholders 71.2% of stocks NTK for $950 million (27.9 billion rubles). Under the law Rostelecom had to offer the remained shareholders of holding from among state banks the offer on the redemption of their shares in NTK at the transaction price from NMG – 281.9 rub for an action that makes 11 billion rubles for all packet which was available for them in 38.95 million actions (28.2% of total number). However banks refused to sell the shares.

But VTB Capital and Sberbank-Capital, without public afishirovaniye, sold to Gazprombank 11.6% and 8.3% of stocks NTK belonging to them. It allowed Gazprombank became the only thing, in addition to Rostelecom, the owner of NTK. Now Rostelecom redeems its packet at the price of 355 rub for an action, having paid for all packet 2.85 billion rubles bigger, than he offered a year ago. All NTK holding cost Rostelecom 41.7 billion rubles.

Thus, in a year the price of NTK grew by a quarter – from 38.94 billion rub to 48.34 billion rubles. Rostelecom explains it with improvement of financial and operational indicators of holding. According to preliminary data revenue of NTK for 2011 grew by 14% up to 10.8 billion rubles, and OIBDA indicator for the same period increased by 27%, having reached 4.4 billion rubles. The subscriber base for the end of 2011 of NTK exceeded 5.1 million subscribers, including 195 thousand subscribers of digital paid TV (growth by 59%) and 530 thousand subscribers of broadband access (growth - 39%).

2011

  • In January, 2011 it became known that the National Telecommunications holding (NTK) for which Rostelecom is ready to give to $1.45 billion can cost him for $265 million cheaper. Surgutneftegas and Severstal owning on 10% of NTK[1] are ready to exchange instead of sale them for stocks of joint Rostelecom].

About negotiations on this subject it is told in materials for a meeting of the Board of Directors of Rostelecom which will discuss on January 31, 2011 purchase of 21.8% of stocks NTK. It is supposed that it will be one of the interconnected transactions on purchase by three "subsidiaries" of Svyazinvest state holding — Rostelecom, North-West Telecom and Uralsvyazinform — 71.8% of NTK at "National media group", Surgutneftegas and Raybrook Ltd. (it is controlled by Severstal). At the same time also debts of NTK to shareholders on 3.9 billion rubles should be redeemed. It is going to close the deal in January-February, 2011, just on the eve of creation of joint Rostelecom (other "subsidiaries" of Svyazinvest will join the company).

Negotiations on exchange initiated Raybrook Ltd. and Surgutneftegas, according to Board of Directors of Rostelecom. Council is informed that the option of exchange is possible, confirmed a source, close to the company. The draft decision of council provides only share purchase, but council can charge to management to work also option of exchange, he adds.

Taking into account the purchased debts of NTK and possible redemption of stocks at her minority shareholders (according to the obligatory offer) all transaction can cost "subsidiaries" of Svyazinvest $1.45 billion. Including it is necessary to pay $132.5 million for packets of Surgutneftegas and Severstal. And capitalization of joint Rostelecom at the time of its creation will make, by calculations of consultants of Svyazinvest, at least $14 billion. Yesterday the total cost of ordinary shares of Rostelecom and also ordinary and preferred shares of the companies attached to it (all of them will be converted into ordinary shares of Rostelecom) was on MICEX 384 billion rubles ($12.5 billion at the rate of the Central Bank for today). Proceeding from it Surgutneftegas and Severstal could receive 0.95-1.05% of the united company.

Quite recently the government discussed how not to allow loss of state control over joint Rostelecom, the analyst of Troika Dialog Evgeny Golosnoy reminds. Increase in authorized capital by 2% does not create such risk. Nevertheless, most likely, Rostelecom in case of exchange will prefer to pay off not with new, but treasury shares, Golosnoy assumes. Interregional "subsidiaries" of Svyazinvest just redeemed from minority shareholders, not concordant with reform, the actions equivalent to 2.68% of the united company, and on December 29, 2010 Boards of Directors of five of seven of these companies (except the CenterTelecom which redeemed an equivalent of 0.42% of joint Rostelecom and Dalsvyaz which redeemed an equivalent of 0.27%) approved entering of these papers into authorized capital of Mobitel controlled by Svyazinvest.

  • On February 7, 2011 Rostelecom announced closing of the transaction on acquisition together with Uralsvyazinform and SZT of 71.8% of stocks of National Telecommunications company (NTK) 27,907 million rubles as Sellers were supported by "National Media group", Surgutneftegas and Raybrook Limited company.

The structure of property of NTK to the transaction with Rostelecom looked so:

Assessment of 100% of stocks NTK, proceeding from the transaction price, made 38,886 million rubles that on official exchange rate on a payment date is equivalent to $1,325 million.

Within the transaction Rostelecom acquired 21.8% of shares NTK and also bills of exchange of the companies of the NTK group for total amount of 1,241 million rubles Uralsvyazinform and SZT acquired in total 50% of shares NTK and the bill of exchange for total amount of 2,446 million rubles.

According to the president of Rostelecom Alexander Provotorov, "acquisition of NTK will allow the united company created based on Rostelecom to reach a leading position in the Russian market of paid TV and also to considerably strengthen positions in the largest cities of Russia, having provided thereby the new horizons of opportunities for growth and value creation for shareholders".

Consulting services in questions of the transaction were rendered by Renaissance Capital investment bank.

Notes