Norilsk Buyback in Doubt Amid Freeze

Norilsk Nickel shareholders who signed up for a $1.8 billion share buyback will be able to sell only 7.2 percent of shares tendered, as the offer, which remains subject to a Siberian court case, was 14 times oversubscribed.

The buyback remains in doubt, however, as Norilsk confirmed Wednesday that it received a court injunction freezing the process pending a ruling in a case brought by one-quarter shareholder United Company RusAl, which opposes the offer.

"The market didn't really believe the buyback was going to occur," said James Fenkner, managing director of Red Star Asset Management, which owns shares in Norilsk.

RusAl, controlled by Oleg Deripaska, has challenged Norilsk chairman Vladimir Potanin's plan to spend $1.8 billion in a global credit squeeze to buy stock at more than three times its current value.

Norilsk offered on Aug. 22 to buy back up to 7.95 million shares, or 4 percent of its stock, at 6,167 rubles each. Its shares closed Wednesday on the MICEX at 1914.93 rubles, 74 percent below its May peak, as nickel prices plummet and investors leave Russia.

If all the shares are bought, it will cost Norilsk 49.01 billion rubles ($1.8 billion).

"Paying out that much in the current environment doesn't make much sense," Fenkner said. "The company won't turn around until global sentiment for base metals turns around."

Norilsk received applications for 110 million shares, or 58.5 percent of its share capital, implying that some of its biggest shareholders -- which include billionaire Alisher Usmanov, as well as Potanin and RusAl -- had tendered shares.

"As the free float for the company is about 40 percent, this implies at least 34.6 million shares owned by the major shareholders were tendered, or 18.3 percent of the shares outstanding," Alfa Bank said in a note.

Norilsk said it would buy back shares on a pro rata basis. Shareholders whose applications had been accepted should sign an agreement with Norilsk's registrar before Nov. 27, the company said, and payment would occur within 15 days of the transfer.

Its statement, however, did not mention the decision by an arbitration court in Krasnoyarsk to freeze the buyback.

Citigroup analysts said in a note that the buyback was the main supporting factor for Norilsk's share price in recent weeks.

"Without that, Norilsk's shares may be under pressure given the poor fundamental outlook for platinum group metals and base metals." Norilsk is also the country's largest platinum producer and the world's biggest miner of sister metal palladium.

A Norilsk spokesman, acknowledging the court injunction, said the company risked further court proceedings brought by shareholders should its original proposal be blocked.

"This may result not only in the company paying out the announced sums of money, but in seeing its reputation damaged both in Russia and abroad," he said.