MTS India claims refuted by AMSOST..

As per MoneyLife Article published today(reproduced below).....the company has claimed it has begun initiatives to meet the minority shareholders for offering a exit option (Highlighted in red below) .  AMSOST would like to categorically point out that NO SUCH offers or initiatives are in our current knowledge.


We at AMSOST would like all shareholders to write to the company to find out about the exit options.
The e-mails may be directed to the Co. Secy Sh. Rashid Malik at rashid.malik@mtsindia.in
Alternatively the emails may be sent to amsost@gmail.com and we will forward the same.
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Sistema Shyam blames SEBI, BSE and NSE for not listing the company
March 01, 2012 05:55 PM |
Moneylife Digital Team

The mobile operator, in which Russian government has a stake, was quick to invoke its right under BIT signed between India and Russia after its licence got cancelled by the apex court. However, for over 42 months it has sidelined a high court decision and is blaming the regulators for non-listing

Sistema Shyam TeleServices (SSTL), which operates under the MTS brand in India, has said that the failure of its listing is a consequence of differences in perception on part of the statutory agencies—the Securities and Exchange Board of India (SEBI), National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE). The company was asked by the Rajasthan High Court to initiate listing process within 18 months starting from 8 August 2008. It is now over 42 months and the company has yet to fulfil the condition.

Surprisingly, earlier this week, SSTL’s parent Sistema JSFC sent a formal notice to the Government of India for honouring the ‘Bilateral Investment Treaty’ (BIT) to protect its investments in the company. This follows a judgement by the Supreme Court to cancel 122 telecom licenses, including 21 licenses of SSTL.

Sistema is the majority shareholder with 56.68% stake while Shyam Group and the Russian government hold 23.98% and 17.14% stake, respectively, in SSTL. Minority shareholders, who have allegedly been sidelined and not given appropriate valuation for their investment as well as an exit option by SSTL have 2.2% stake in company.

In an email reply, SSTL said, “...the company had made every possible effort to get the shares of the company listed in terms of the scheme and the failure of listing was a consequence of differences in perception on part of the statutory agencies, namely, SEBI, NSE and BSE. On account of disinclination expressed by SEBI; for allowing listing via the automatic route despite the in-principle approval granted by BSE, listing became a virtual possibility and to that extent implementation of the said clause (i.e. Clause 3.7) became impossible.”

The company is now citing adverse market conditions, especially after the judgement from the apex court for keeping its decision on hold for listing on Indian bourses. “The company has faithfully and scrupulously initiated the process of listing with the active involvement of internal committees of highest levels and with the advice of the merchant banker of international repute. But everyone would agree that in the current situation after the judgment of SC on licenses, all such big strategic issues cannot be processed further and are bound to be kept on hold till attaining the matter legal and regulatory finality from the government,” it said.

According to the scheme of arrangement passed by the Rajasthan High Court in 2008, the shareholders of Shyam Telecom (STL), a listed company, were allotted shares of Shyam Telelinks (STLL). At that time Shyam Telelinks was valued at Rs455 crore with 85% stake hold by promoters and rest by minority shareholders. As per the high court ruling STLL was asked to initiate listing process within 18 months starting from August 2008.

In September 2007, Sistema bought 10% stake in STLL for about $11.4 million and said that it would increase the stake to 74% following an approval from the Foreign Investment Promotion Board (FIPB). Following the stake sale, STLL, which used to operate CDMA and wireline services only in Rajasthan circle at that time, changed its name to Sistema Shyam TeleServices (SSTL).

STLL applied for licenses in 21 circles on 25 September 2007 (the date on which the first cut off date for 2G licenses was announced and subsequently this date was announced as revised cut off date). On the very next day (26th September) Sistema announced that it bought a 10% stake in STLL. As per the requirement of getting the licenses, the applicant should have a net worth of Rs11,380 crore and paid-up capital of Rs1,138 crore. Shyam Telelinks, at that time, had a net worth of Rs1,156.58 crore only. However, following stake sale to Sistema, the company was able to include the Russian conglomerate’s net worth (about Rs158,856 crore) as well, to fulfil the license condition.

While the high court was approving the scheme of arrangement for STLL, the company become the first new mobile operator to get a pan-India start-up spectrum for starting its mobile services. In January 2008, Sistema provided guarantee of $520 million of total $630 million (82.5% of total amount) to be paid for obtaining the licences by STLL despite having a shareholding of 10%. Subsequently, on 18 January 2008, Sistema increased its shareholding in SSTL to 51% from 10% for which it had signed a share purchase agreement in October 2007.

When Sistema first bought 10% stake in STLL for $11.4 million, the mobile operator was valued at around Rs1,450 crore. In January 2008, SSTL paid Rs1,653 crore for 2G licenses in 21 circles. A week later, Sistema increased its stake in SSTL to 51% by paying $46.7 million that shows there was not much change in SSTL's valuation.

According to a petition filed in December 2011 by Prashant Bhushan in the Supreme Court in March 2011, Rosimushestvo, the Russian Federal Agency for State Property Management, paid Rs12,669 crore for a 17.14% stake in SSTL. This deal increased the valuation of SSTL to Rs73,914.8 crore, several times higher than its original valuation when Sistema first brought stake in the company. However, SSTL has been left out of the 2G investigation because of the government’s intervention, Mr Bhushan had said in his petition.

In all the hype around stake sale, purchase and valuation, minority shareholders, who held about 15% in STL were left high and dry. Following stake sale by STL and to Sistema, minority shareholders’ stake got reduced to a mere 2.5%. Sistema, in a filing to the London Stock Exchange, said that on 23 May 2008 it bought additional 21% stake at minimum of Rs156 per share from the Indian promoters with an option of upping this amount if the fair value in September in 2009 was even more. However, when the Russian Federal Agency bought the stake in SSTL, the company had said that it would issue fresh equity shares at Rs49.31 per share for an investment of about $676 million. Both the times, minority shareholders were not provided any exit option at that value.

“In view of the changed conditions after SC judgment, the management has begun its initiatives to meet the minority shareholders and discuss the company’s current status, significant and serious legal and financial challenges before the company and also any alternate to the listing including exit option. This process will continue simultaneously along with the company’s fight for licenses and at the appropriate time, the whole matter will be placed before the board for a reasonable decision/direction in the matter,” SSTL said in the email reply.

However, Association of Minority Shareholder of SSTL, in an email clarified that they have not recieved any offer/ initiative for exit option from the company.