Joint stock financial corporation. Business structure of JSC AFK "Sistema". Investments in the Swiss-Russian developer of AR solutions for cars WayRay

Founded in 1993, today Sistema JSFC is a major private investor in the real sector of the Russian economy. The investment portfolio of Sistema JSFC consists primarily of Russian companies, representing various sectors of the economy, including telecommunications, retail trade, timber processing, Agriculture, high tech, Banking services, real estate, medical services and hospitality. JSFC Sistema is the controlling shareholder in most of its businesses. Sistema's competencies are concentrated in the area of ​​increasing the operational efficiency of acquired assets through restructuring and attracting industry partners in order to strengthen expertise and reduce financial risks.

The main shareholder of Sistema JSFC is the Chairman of the Board of Directors of Sistema JSFC V.P. Evtushenkov. (59.2% shares).

Sistema's global depositary receipts are traded under the ticker symbol "SSA" on the London Stock Exchange. The Company's ordinary shares are included in the first (highest) level of securities listing of the Moscow Exchange and are traded under the ticker “AFKS”.

JSFC Sistema includes business units “Telecommunications Assets”, “Consumer Assets”, “High Technologies and Industry”, “Fuel and Energy Complex”, each of which combines several business areas.

Telecommunications assets include three areas: telecommunications, mass media and film production.

Telecommunications are the main strategic business direction of Sistema, which includes the mobile and fixed-line communications sectors.

The holding's telecommunications assets include MTS, Comstar-UTS, MGTS, Sky Link, Sistema Shyam TeleServices Ltd. and OJSC Intellect Telecom.

The oil refining assets of Sistema are OJSC Ufaneftekhim, OJSC NOVOIL, OJSC Ufaorgsintez, OJSC Ufa Oil Refinery.

The retail segment is represented by OJSC Bashkirnefteprodukt, which unites 317 gas stations located in the Republic of Bashkortostan.

Among the non-core assets of OJSC Bashkirenergo is one of the largest regional energy systems in Russia.

Company financial indicators
At the end of 2009, consolidated revenue increased by 16.7% compared to 2008 and amounted to $18.7 billion. Operating income increased by 37.6% compared to 2008 and amounted to $4.3 billion.

At the end of 2009, the company's assets increased by 44.1% compared to 2008 and amounted to $42.0 billion, including $12 billion from the acquisition of Bashkir companies.

The material was prepared based on information from open sources

AFKS ₽20 (+117.79%) Forecast 04 Jun 2020 By date Aton Analyst 54% Reliability of forecasts In the first quarter of 2019, Sistema earned RUB 16.64 billion. A year earlier, the company had a loss of RUB 1.24 billion. After paying RUB 100 billion by court decision, the company began to reduce debts and increase profits

03 Jun, 19:38 2743 points made up new record Moscow Exchange index At the peak of trading on Monday, June 3, the Moscow Exchange index reached 2,743 points. This is the maximum in the entire history of trading in Russia. The record was helped by the rise in quotations of Gazprom and Sberbank, which have a large weight in calculating the index

03 Apr, 17:24 AFK Sistema increased revenue to ₽777 billion. What to do with shares The profit of the financial and industrial group AFK Sistema fell by 73%. At the same time, the company's revenue increased by 12%. Experts assessed Sistema's dividend yield and told whether the shares are worth buying

20 Feb, 14:05 AFK Sistema concluded four deals in one day. How will this affect stocks?
The Russian investment company AFK Sistema announced four major transactions for the acquisition and sale of shares in different companies. Investors assessed the news positively. Shares of AFK Sistema rose by 1.54%.

27 Nov 2018, 16:59 The profit of the owner of MTS fell. Why experts assessed the reporting positively
The net profit of AFK Sistema in the third quarter decreased by 1.7 times. However, experts believe that the profit of this company is not decisive for shareholders, and call the reporting strong

08 Aug 2018, 13:04 Don't panic. AFK Sistema shares fell in price due to the risk of new sanctions
The US State Department will consider the possibility of introducing sanctions against billionaire Vladimir Yevtushenkov, the main shareholder and chairman of the board of directors of AFK Sistema. After this news, Sistema shares go down

30 Jul 2018, 17:42 Sistema released Detsky Mir from bail. The stock price will go up
AFK Sistema repaid its debt to Gazprombank, which was secured by a controlling stake in Detsky Mir. This will spur growth in AFK stock prices, analysts are confident

02 Jul 2018, 20:36 Results of the day: Russian market grew up despite the despondency of the West Despite the fact that European and American markets are in the red, the Moscow Exchange index ended the day with growth. There is only one explanation: the market is waiting for good news from the upcoming meeting between Vladimir Putin and Donald Trump

02 Jul 2018, 12:58 Don't panic. AFK Sistema will not pay dividends according to its policy
Shareholders of Sistema JSFC approved the volume of dividend payments based on the results of 2017. This time, payments will be less than the level provided for by the dividend policy, but the company does not intend to abandon it.

22 Jun 2018, 16:09 Under pain of sanctions. Sistema shares fell by more than 10%, MTS - by 6%
Investors are afraid of the imposition of sanctions by the United States against Vladimir Yevtushenkov, the main beneficiary of the corporation. American congressmen claim that Sistema invested in projects in Crimea.

05 Jun 2018, 12:22 Don't panic. Sistema ended the quarter with a loss The reason for the loss is the transition to new reporting standards. By old standards the company is profitable. Analysts see potential for growth in quotes, but from the point of view of dividends they call them unattractive.

AFK Sistema- one of the largest financial and industrial groups Russian Federation. The public owns and manages stakes in enterprises operating in various service sectors. The group’s clients include more than 100 million people not only living in Russia, but also in the CIS countries, Western and Eastern Europe. It ranks 308th in the Fortune Global list for last 2013. The headquarters of the organization is located in Moscow. The corporation continues to expand to this day through mergers and acquisitions of promising, developing enterprises from the service sector.

Assets of JSFC Sistema

"Sistema-Hals" - real estate.

MTS, MGTS, Comstar - telecommunications.

ROSNO - insurance.

"Mass Media Systems" - mass media.

NIIME "Mikron", plant "Mikron", "Sitronics", "Stromtelecom", "Kvazar-Micro" - high technologies.

Retail chain "Detsky Mir" - .

JSCB IBRD – financial sector.

Share capital structure of Sistema JSFC

About ¾ of the share capital belongs to the Chairman of the Board of Directors of AFK Sistema, Vladimir Yevtushenkov. Approximately 20% of securities are traded on the London Stock Exchange in the form of global depositary receipts. The rest of the volume belongs individuals, mainly to current and former top managers of the company. For example, Alexander Leyviman owns 2.6% of the shares, and Alexander Goncharuk owns 1.8%.

AFK Sistema

. These securities are included in the Russian blue chip index. They have a nominal value of 0.09 rubles. More than 9.5 billion securities were issued. Shares of JSFC Sistema have a high level of liquidity. Traded under the ticker AFKS.

GDR (global depository). The IPO procedure was carried out by AFK Sistema in 2005 on the London Stock Exchange. As a result, US$1.3 billion was raised. Deutsche Bank acted as the depository bank. GDRs are converted to ordinary shares in a ratio of 1:20. GDRs have been issued in a circulation of almost 80 million. They are all traded there on the London market with the ticker SSA.

In 2013, the holding's adjusted net profit compared to 2012 increased by 11.1% and amounted to $2 billion, OIBDA amounted to $8.9 billion, which is 5.8% higher than in 2012. Sistema's net debt as of December 31, 2013 amounted to $296.8 million.

The main contribution was made by OJSC Mobile TeleSystems (MTS) and OJSC ANK Bashneft, which reported earlier. In just one year, both of these assets generated approximately 84% of the holding's total dollar revenue. In the case of MTS, total revenue for 2013 increased by 5.3% year-on-year, to RUB 398 billion. The main driver of its growth was the high-margin segment of mobile data transmission in the Russian Federation, which last year increased revenue by 43.4% year-on-year, to RUB 47.4 billion.

Sale of 39.48% shares of MTS Bank to MTS

2018

Investments in the Swiss-Russian developer of AR solutions for cars WayRay

On September 18, 2018, it became known that WayRay had attracted investments in the amount of $80 million. The Russian Direct Investment Fund (RDIF) together with a consortium of sovereign funds (Japan, Saudi Arabia, Kuwait, UAE, Bahrain) took part in the financial transaction, which was led by Porsche. including the Russian-Japanese Investment Fund (created by RDIF and JBIC), as well as Hyundai Motor, Alibaba Group, AFK Sistema, China Merchants Capital and JVC Kenwood funds. Read more.

Sale of part of its shares to MTS

The Board of Directors of Mobile Telesystems (MTS) in July 2018 approved new program ransom own shares(buy-back). The program will operate for two years. It is planned to purchase shares worth up to 30 billion rubles. The buyout will be handled by Bastion, a 100% subsidiary of MTS.

At the same time, it became known that the controlling shareholder of the MTS operator, AFK Sistema, intends to take part in the buyout. The subsidiary of AFK Sistema, Sistema-Finance, entered into an agreement with MTS for the purchase and sale of its shares.

The number of shares that AFK Sistema will sell to MTS will depend on total number shares that MTS will buy, and at the same time it will be proportional to the share of AFK Sistema in MTS.

Shares of AFK Sistema fell by 10% after proposals from the United States to impose sanctions

Russian securities investment company AFK Sistema began to fall after the publication of a letter from members of Congress Mark Walker and Ilean Ros-Leytinen to the heads of the Ministry of Finance Steven Mnuchin and the State Department Mike Pompeo with a call to study the possibility of including Russian billionaire and the main beneficiary of AFK Sistema Vladimir Yevtushenkov on the sanctions list. Congressmen noted that he was mentioned in the “Kremlin report” along with other Russian billionaires.

In addition, American congressmen emphasize that Yevtushenkov’s activities fall under the Countering America’s Adversaries Through Sanctions Act (CAATSA). The document provides for the extension of restrictions to everyone who carried out operations in Crimea or heads companies that carried out any activities on the peninsula. The authors of the letter indicated that the basis for extending sanctions to Yevtushenkov are investments made by his company in the construction of various facilities in Crimea.​

2017

Settlement agreement on the claim of Rosneft

AFK Sistema, whose asset is MTS, signed a settlement agreement with Rosneft, Bashneft and the Republic of Bashkortostan in December 2017. Under the terms of the agreement, the parties withdraw all claims and renounce all mutual claims, and Sistema undertakes to pay Bashneft 100 billion rubles by March 30, 2018.

AFK Sistema filed a claim against Rosneft for 330 billion rubles

AFK Sistema filed a lawsuit against Rosneft and Bashneft in the Moscow Arbitration Court: the company demands compensation for damages in the amount of about 330.45 billion rubles. This is stated in a message from Sistema received by RBC.

The amount of claims corresponds to the amount of dividends that Sistema received in 2009-2014. from Bashneft during the period of ownership of this company, minus taxes.

The plaintiffs point to an earlier decision by the same court that AFK Sistema illegally owned Bashneft. The plaintiffs call the size of the dividends paid “unprecedented.”

AFK Sistema consistently withdrew from Bashneft cash necessary to ensure the normal, uninterrupted and technically safe operation of society,” Rosneft said in a statement. “The result of this activity was a violation of the timing and quality of repair services, wear and tear of equipment, which led, in particular, to accidents at the factories of the Ufa group. All this necessitated the need to attract multibillion-dollar additional funds to ensure the industrial safety of Bashneft enterprises.

The court recovered 136 billion rubles from AFK Sistema based on the claim of Rosneft

In August 2017, the Arbitration Court of Bashkortostan recovered 136.4 billion rubles from AFK Sistema and its subsidiary Sistema-Invest in favor of Rosneft and its subsidiary Bashneft. Rosneft demanded 170.6 billion rubles. Sistema shares rose in anticipation of the court's decision, after the announcement they accelerated their growth to 3.9 percent, but then began to decline by 2 percent.

Technical default

AFK Sistema announced the occurrence on July 17, 2017 of a technical default on the corporation’s credit obligations in the amount of about 3.9 billion rubles.

As stated in a statement by AFK Sistema, the onset of a technical default is due to the ongoing seizure of the shares of MTS, Medsi and BPGC belonging to the corporation and JSC Sistema-Invest, imposed by the Arbitration Court of the Republic of Bashkortostan as part of the consideration of the claim of NK Rosneft, ANK Bashneft and the Republic of Bashkortostan to AFK Sistema and JSC Sistema-Invest for the recovery of 170.6 billion rubles. losses allegedly incurred by JSOC Bashneft in connection with its reorganization.

At the same time, AFK Sistema emphasized that failure to comply with certain conditions for a number of loan obligations, which creates grounds for a technical default, is due solely to the court decision to seize the above assets and is “purely formal in nature.” The Corporation services and plans to further service its credit and financial obligations timely and in full.

The corporation considers interim measures in the form of seizure of its assets to be unjustified and continues to take the necessary actions to lift this arrest. For this purpose, AFK Sistema filed a complaint with the Eighteenth Arbitration Court of Appeal.

Rosneft arrests assets of AFK Sistema

AFK Sistema announced that it had received from the Moscow office of the Federal Bailiff Service a resolution to initiate legal proceedings and a copy of the writ of execution of the Arbitration Court of Bashkortostan. In accordance with these documents, the court as interim measures seized a number of assets of Sistema and its subsidiary, Sistema-invest.

31.76% of the shares of the mobile operator Mobile Telesystems (MTS), 100% of the shares of the medical company Medsi and 90.5% of the shares of the Bashkir Energy Sales Company were arrested. The report from AFK Sistema states that the bailiffs not only seized these shares, but also prohibited the corporation from receiving dividends from them, although the court ruling itself did not say this.

Rosneft demands to recover 106.6 billion rubles from AFK Sistema

To understand the essence of the claims, you need to look at the history of the issue. In 2005, AFK Sistema became the owner of blocking stakes in six enterprises of the Bashkir fuel and energy complex, paying $600 million for them. In 2009, paying another $2.5 billion, AFK Sistema acquired controlling stakes in these enterprises and consolidated them on the basis of Bashneft in order to get rid of the complex ring ownership structure. According to Rosneft, at this moment there was a withdrawal of assets, as a result of which the plaintiffs lost indirect ownership in the Bashkir Energy Sales Company and Ufaorgsintez, and also lost the right to the debt of AFK Sistema to the Bashneft company itself. Rosneft calculated that 106.6 billion rubles will compensate for the losses incurred.

The question that immediately arises is why it was AFK Sistema that turned out to be the last one. As we remember, in December 2014, the stake in Bashneft owned by AFK Sistema was transferred to the state by court decision, and in October 2016, Rosneft bought this stake from the Federal Property Management Agency. It is quite strange to make a claim not to the seller, but to the previous owner. Generally speaking, such a situation would be possible if, as part of a criminal investigation, it turned out that the previous owner caused material harm - for example, in the form of withdrawal of assets. However, representatives of the Federal Property Management Agency did not find anything that would indicate the withdrawal of funds from the company. In fact, Rosneft accuses AFK Sistema of violations, without having evidence of harm, as well as a causal connection between the actions of the previous owner and the alleged damage.

A separate question is about the purchase price and the amount of possible compensation. In August 2016, First Deputy Prime Minister of the Russian Government Igor Shuvalov announced an assessment of the state’s share in the Bashneft company - according to him, the total volume of ordinary shares owned by the Russian Federation is worth from 297 billion to 315 billion rubles. Thus, the starting price was 306 billion rubles. Two months later, Rosneft paid 329.7 billion rubles for a 50.08% stake in Bashneft. Thus, compensation for the alleged withdrawal of assets will allow Rosneft to reduce the cost of purchasing a valuable asset by a third. On the other hand, a loss in court will cost AFK Sistema four years of work in austerity mode and an increase in debt burden - according to the roughest estimates of experts, based on the company’s operating results for 2016.

It is difficult to say how likely such a development of events is. On the one hand, there have been no such precedents until now. Moreover, Rosneft’s behavior radically changes all the open and unspoken rules of the game on the economic field. At the same time, the company uses aggressive tactical moves to achieve a strategic goal - gaining a dominant position in the Russian oil market. And the main instrument of this struggle is the use of close relationships with the top officials of the state. None of Rosneft’s competitors have such an effective administrative resource at their disposal.

Creation of Cosmos Group for hotel business management

2011

Restructuring and Mikhail Shamolin appointed president of AFK Sistema

In March 2011, it became known that AFK Sistema was completing the transformations begun during the crisis. The corporation changed its structure and turned into an investment fund. Sistema's industry divisions will be disbanded, and instead two business units will be created, the assets of which will be divided according to maturity:

  • “Basic assets”, which included MTS and the Bashkir fuel and energy complex, and
  • “Developing assets”, which will include high-tech, industrial and consumer assets.

Instead of Leonid Melamed, MTS General Director Mikhail Shamolin was appointed president of Sistema. Melamed will remain a member of the board of directors of Sistema and chairman of the board of directors of RussNeft. Felix Yevtushenkov will manage the Basic Assets business unit, and the head of the developing assets block has not yet been found, the owner of AFK Sistema, Vladimir Yevtushenkov, said in an interview with Vedomosti.

Sistema's core assets include those companies that pay industry average dividends and have a reasonable debt load - less than four EBITDA indicators, says Potekhina; the second category includes companies that do not yet pay dividends, have a high debt load and do not have a stable market share in their industries.

In 2011, the reorganization of Sistema-Invest OJSC was carried out through a merger with Bashkir United Energy Systems CJSC, UNH-EnergoInvest CJSC, UNPZ-EnergoInvest CJSC and Novoil-EnergoInvest CJSC, which previously belonged to the enterprises of the Bashkir Group FEC.

Changes in the structure reflect the transformation of AFK from an operating holding company into an investment fund, Potekhina said. Sistema’s management will not be involved in the operating activities of controlled companies, but will focus on finding new assets and financial transactions, Yevtushenkov told Vedomosti: Sistema will pay more attention to the return on assets than to their financial indicators.

The upcoming changes in Sistema's management ideology were announced back in the summer of 2010, and in October 2010, the corporation's board of directors approved this transition. The whole "system" Last year consistently moved away from the operational management of its subsidiaries, notes Troika Dialog analyst Evgeny Golosnoy. Now the transformation is being completed, agrees Potekhina.

Golosnoy believes that moving away from full control over the operating activities of assets is correct, but doubts that Sistema will be able to become a pure investment fund: it owns controlling stakes, which means it should be involved in shaping the development strategy of companies, and not just looking for attractive projects for investment and determine entry and exit points.

The development of the strategy will take place at the level of the boards of directors of subsidiaries, which will include Sistema managers, says Potekhina; “offices” will be created under the boards, to which some of the employees of the Sistema divisions to be disbanded will move. The staff of the AFK itself will be significantly reduced, Potekhina said.

Yevtushenkov explained the replacement of Melamed by the fact that he “for the fifth time” asked to be released into the operational business. By nature, he likes to get to the bottom of things, to all the details, and he needs an operating company.

Shamolin was not the only candidate for Melamed’s place, Yevtushenkov continues, the fact that he and Melamed are similar in character, strategic vision and work style played in his favor. In addition, Shamolin has experience foreign work(he worked at the consulting company McKinsey) reminds Yevtushenkov.

MTS will be replaced by MTS-Ukraine CEO Andrey Dubovskov instead of Shamolin. “We in Ukraine tried to catch up with Kyivstar for many years, replaced three managers, but, unfortunately, we kept losing the market. Dubovskov was the only one who managed to reverse this trend, he even had plans in 2011 to reduce the gap [with Kyivstar] to zero,” says Yevtushenkov. According to him, Shamolin himself recommended Dubovskova to Yevtushenkov as a replacement for himself.

  • Together with OJSC Bank of Moscow, the company OJSC RTI was created; the sale of a 63% share of AFK Sistema in OJSC SITRONICS to OJSC RTI was approved.
  • VAO Intourist and Thomas Cook Group Plc. completed a transaction to create a joint venture based on the tourism and retail business of VAO Intourist.
  • In August and October 2011, during two share repurchase programs, shares and GDRs of Sistema JSFC, as well as ADRs of MTS, were acquired for a total amount of approximately US$ 90 million.
  • The transaction on the entry of the Government of the Russian Federation into the authorized capital of SSTL was completed; the Government acquired a 17.14% stake in SSTL for approximately US$ 600 million.
  • The transaction for the sale of 100% of the stake in Sistema Inventure CJSC (24.4% of authorized capital OJSC MGTS) to OJSC MTS for 10.56 billion rubles.
  • A new dividend policy of the group was approved, according to which the amount of minimum dividend payments is 10% of net profit under US GAAP, and special dividends are also provided in the amount of 10% of net profit from transactions with incoming cash flow.
  • AFK Sistema acquired a 100% stake in OJSC Donskoye from the state for 476.5 million rubles. JSC Donskoye is located in Rostov region and has a land fund of 25.4 thousand hectares.
  • AFK Sistema acquired 100% of the shares of OJSC Stud Farm named after. First Cavalry Army,” owned by the state, for 303 million rubles. JSC Stud Farm named after. The First Cavalry Army" is located in the Rostov region of the Russian Federation; the total area of ​​agricultural land owned by the farm is 21.5 thousand hectares, including 17.5 thousand hectares of arable land.
  • A new organizational and management structure was approved, in accordance with the new investment model of the group.

In 2011, the company had two business units, the assets of which were divided by maturity:

"Underlying assets":

"Developing assets":

  • CJSC GC "Medsi"
  • JSC "Navigation Information Systems" (NIS)
  • "Mass Media System", which owns the following media assets:
    • "Literary newspaper"
    • newspaper "Russia",
    • advertising agency Maxima,
    • newspaper "Metro"
    • IA "Rosbalt",
    • LLC "System Multimedia"
    • LLC "CTV"

Purchase of NVision Group

In January 2011, it became known that AFK Sistema, or more precisely, the holding company owned by it “

  • The sale of 27.6% of Sistema-Hals OJSC for $70 million was completed.
  • The transaction for the acquisition by Sberbank of Russia of a 25%+1 stake in OJSC Detsky Mir - Center as a result of an additional issue of shares by private subscription for RUB 3.4 billion has been completed. (approximately $113 million).
  • An agreement was signed on the creation of a joint venture between VAO Intourist, a subsidiary of JSFC Sistema, and Thomas Cook Group Plc., as well as the sale of a controlling stake in the tour operator and retail business of Intourist for $45 million.
  • An agreement was signed with the Government of the Russian Federation on its participation in the capital of Sistema Shyam TeleServices Ltd. for an amount in Indian rupees equivalent to $600 million and calculated at the exchange rate. The deal was completed in March 2011.
  • The reorganization of telecommunications assets was completed (an agreement between OJSC Comstar-UTS, OJSC AFK Sistema and OJSC Svyazinvest), including the exchange of shares in Sky Link and MGTS.
  • Acquired 49% of shares of OJSC NK RussNeft.
  • JSFC Sistema acquired a share of 51% of the authorized capital of M2M Telematics LLC. In accordance with the agreements reached, AFK Sistema will purchase the remaining 49% of the authorized capital of M2M Telematics LLC in the period from 2012 to 2015.

Share bonuses to managers and members of the board of directors for 2009

On July 16, 2010, it became known that AFK Sistema paid managers remuneration for 2009. The remuneration was paid in AFK shares on the balance sheet of Sistema itself, a representative of the corporation said. According to Sistema's report, at the end of the first quarter it owned just over 2.3% of its own shares. Each of the 10 members of the board of directors, including the founder and main shareholder of Sistema Vladimir Yevtushenkov and President Leonid Melamed, received 0.0009% of the corporation's shares - according to the results of the latest trading of Sistema's GDR on the LSE, such a package is worth $110,000. Melamed becomes a shareholder of Sistema for the first time, the company said in a statement.

A loan from the EBRD for €120 million and the purchase of its stake in Sitronics for $87 million

In July 2009, Sistema announced that it had attracted a three-year loan worth €120 million from the European Bank for Reconstruction and Development (EBRD). It was announced that the loan provided by the EBRD to Sistema would be used to finance high-tech projects of Sitronics. Also, AFK Sistema bought from the EBRD its stake in Sitronics - thus, the bank exercised the put option received in September 2006 during the transaction to acquire 3.074% of shares in Sitronics from AFK Sistema. The transaction amount, according to two sources close to it, is about $87 million. The obligations will be refinanced through a loan.

3.2%, on the London Stock Exchange and raised $1.3 billion during it

Listing on exchanges

Depository receipts of AFK Sistema were listed under the symbol “SSA” on the London Stock Exchange. Shares of AFK Sistema were listed under the symbol "AFKS" on stock exchange RTS, under the symbol “AFKC” on the MICEX Stock Exchange and under the symbol “SIST” on the Moscow Stock Exchange.