By Maria Kiselyova and Anastasia Teterevleva
MOSCOW (Reuters) - MegaFon's initial public offering will give investors the chance to buy into a Russian telecoms company that is outpacing its peers in a growing home market and, unlike them, shielded from tricky overseas operations and complex corporate disputes.
MegaFon, controlled by Russia's richest man Alisher Usmanov, plans to float ordinary shares in Moscow and global depositary receipts in London within weeks.
Analysts estimate that the initial public offering of a stake of about 20 percent in the company could raise at least $3 billion, making it the biggest in London since trader Glencore <GLEN.L> floated in May 2011.
Nordic co-owner Teliasonera <TLSN.ST> will offer a 10.5 percent stake, while MegaFon will sell 9.4 percent of treasury shares and is expected to repay debt it took on to buy a part of tycoon Mikhail Fridman's holding.
Telecoms companies are benefiting as Russia's middle class grows and disposable incomes rise, giving them the chance to boost profits by selling add-on services based on fast wireless access to the internet.
Ownership of smartphones designed to surf the web also remains low, promising growth in data which should offset typically flat revenues from voice calls made by mobile-loving Russians, who own an average of 1.6 SIM cards per person - more than most other countries.
The cut-throat market is dominated by three players, MTS <MBT.N>, MegaFon and Vimpelcom <VIP.N>, which together control 80 percent of the pie, while Sweden's Tele2 <TEL2b.ST>, state-controlled Rostelecom <RTKM.MM> and unlisted MOTIV and Smarts share the rest, AC&M subscriber statistics show.
MegaFon, which makes 99 percent of its revenues in Russia and is outpacing rivals in domestic sales growth, has invested aggressively in infrastructure to become a leader in 3G and is at the forefront of the rollout of fourth-generation technology.
It has also been strengthening its distribution by seeking to buy into Russia's No.1 cellphone retailer Euroset, half-owned by Vimpelcom.
With its local focus, analysts say, MegaFon is likely to attract investors burned by exposure to Vimpelcom and MTS, which have both hit trouble outside Russia.
"MegaFon does not have such risks. It gives investors a clear case. It is a well-focused story," said Konstantin Belov, a Moscow-based telecoms analyst at Uralsib.
Analysts at Uralsib estimate MegaFon's IPO will raise around $3 billion, based on an enterprise value - effectively the cost of taking over a company's equity and debt - of 4.8 times its forecast earnings before interest, tax, depreciation and amortisation (EBITDA), for 2012.
That works out at a slight discount to rival MTS <MTB.N>, which is valued at an EV/EBITDA ratio of five times.
London-based Nomura Securities analyst James Britton said Nomura expected a valuation of at least five times EBITDA.
Other analysts were more optimistic, with some saying the market could value MegaFon 10-15 percent higher than MTS.
Alexander Vassiouk, a telecoms specialist at Prosperity Capital Management, one of the biggest investors in Russian stocks with around $4 billion under management, also said he did not think there should be a discount to MTS.
"Geographically, MegaFon's business mix is less risky than MTS because MTS has businesses in Uzbekistan, Turkmenistan and Ukraine - countries where political and currency risks are higher than in Russia," he said.
Analysts said risks attached to the lack of track-record of MegaFon's new management and majority shareholder, its relatively weak position in the fixed-line market and generally struggling financial markets explained why the expected premium was not greater.
"We think the business models are very comparable and therefore the valuation of MegaFon versus MTS will boil down to the assessment of the corporate governance risk, or how the minority investor will be treated by the company and its controlling shareholder," said Tibor Bokor, a London-based analyst at ING.
MTS recently took a $1.1 billion writedown after a court in the Central Asian state of Uzbekistan revoked its license, resulting in a $682 million quarterly net loss.
It said on Monday a court had ordered the confiscation of its local unit's assets.
Vimpelcom's moves to diversify away from Russia have exacerbated frictions between its two main owners, with Norway's Telenor <TEL.OL> claiming the expansion distracted the group's focus from Russia where Vimpelcom lost market share to MegaFon. Vimpelcom is also facing the nationalization of its Algerian business.
MegaFon's listing will follow this week's $5 billion sale of a state stake in Russia's top bank Sberbank <SBER.MM>, and could compete with that of Spain's Telefonica <TEF.MC>, which wants to list between 10 and 20 percent of its German unit O2, a financial source said last week.
MegaFon's likely inclusion post-IPO in the MSCI Russia index <.MIRU00000PUS>, benchmarked by many emerging market fund managers, will attract large institutional investors, said a Moscow-based trader with a western bank.
Foreign investors often face difficulties in the oligarch-dominated Russian business world, with shareholder conflicts leading to gridlock on strategy and blocking dividend payments, depressing stock prices.
While Usmanov owns 50 percent plus one share of MegaFon, the risk of a destructive shareholder dispute is significantly lower, said Stanislav Yudin, an analyst at Moscow brokerage Aton, as its shareholder has control, in contrast to Vimpelcom.
A long-running corporate war at Vimpelcom flared up in February when Telenor <TEL.OL> overtook Fridman's Altimo as the biggest shareholder. Following a court case, Vimpelcom suspended dividend payments and a European listing.
"MegaFon has a controlling shareholder who is somewhat balanced by TeliaSonera, which is a very rational and quite peaceful investor. Besides, there appears to be no grounds for a conflict for now, so I would expect them to coexist peacefully and run the company in a constructive way," Vassiouk said.
After the $1 billion London IPO of internet group Mail.Ru <MAILRq.L> in 2010, as well as his early investment in Facebook, Usmanov "is not a dark horse for investors anymore but an example of a smart investor," said Yudin at Aton.
Expectations of healthy dividends, following a special payout in April, are another factor seen spurring demand for the company's shares.
"It is a classic defensive dividend story," said Uralsib's Belov. As major M&A and expansion opportunities are limited, "logic tells us MegaFon will be a strong dividend payer."
(Additional reporting by Megan Davies in Moscow and Simon Johnson in Stockholm; Writing by Maria Kiselyova; Editing by Megan Davies, Douglas Busvine and Helen Massy-Beresford)