History

Sistema dates back to 1993, when the corporation acquired
assets in the first telecommunications, electronics, tourism, trade,
oil refining, construction and real estate.

1993-1994

Investments in oil & gas sector

 

 

Commenced development of oilfields in the Komi Republic and construction of Kedr-M fuel stations in Moscow. Sistema forms a sub-holding, Sistema-Invest, aimed at managing new projects.

Sistema forms Sistema-Hals

Sistema-Hals becomes a sub-holding that combines Sistema’s enterprises operating in the Moscow construction market.

Creation of Vimpel Communications

Sistema becomes a founder of Vimpel Communications (VimpelCom), Russia's pioneer in mobile telephony services.

Initial acquisition phase

Acquisition of assets in telecommunications, electronics, tourism, retail, oil and oil products, construction and real estate.

Sistema’s foundation

Sistema JSFC founded in 1993.

1995-1996

Sistema enters MGTS

Sistema acquires initial stake in MGTS, Moscow’s leading fixed line telecoms company.

 

 

 

 

Acquisition of MTS

Sistema reinvests proceeds from VimpelCom sale to buy a 40.4% stake in Mobile TeleSystems and begins to jointly develop the company with Deutsche Telekom.

IPO of VimpelCom

VimpelCom was the first Russian company to successfully IPO on the New York Stock Exchange (NYSE), raising 110.8 $mln. Sistema sold its stake in VimpelCom during the public offering.

New management

Eugeny Novitsky is appointed as President and member of the Board of Directors of Sistema.

1997-1998

Creation of insurance holding

An insurance holding is formed on the basis of ROSNO.

 

 

 

1998 Financial Crisis

Sistema is one of the few large Russian corporations that does not find itself on the verge of default during the 1998 crisis, and fully settles its financial obligations.

Creation of Sistema-Telecom

Sistema-Telecom holding is created on the basis of Sistema's telecommunications department to manage its stakes in telecoms.

2000-2002

MTS IPO

The IPO of MTS on the New York Stock Exchange is successfully completed raising $323 mln.

 

Disclosure of shareholding structure

Sistema is one of the first Russian companies to use the institute of independent directors, and the first large non-listed Russian company to disclose its shareholding structure.

World Economic Forum Membership

Sistema becomes a member of the World Economic Forum (WEF), joins the special program for the corporate governance development and adopts all the principles recommended by the WEF.

High-tech KNC established

Management company KNC, bringing together the Zelenograd high-tech enterprises, is established to ensure more effective development of the electronics industry operations.

Increase of stakes in subsidiaries

Sistema’s stakes in MTU-Intel, Intourist, MBRD, East-West United Bank are increased. Additionally, 50% in Golden Line and 100% in STROM Telecom, the Czech Republic, are acquired.

Allianz AG invests in ROSNO

Sistema agrees a partial sale of ROSNO to one of the world's largest insurance groups Allianz AG. As a result of the transaction Allianz owns 47.2% of ROSNO, Sistema’s stake is 49%.

2003

Sistema acquires a stake in Belkamneft

Sistema acquires a 33% stake in Belkamneft (Udmurtia) from Udmurtia Government and with other Belkamneft shareholders (28.1%) establishes United Oil Company. As part of this reorganization Sistema sells the Kedr-M fuel stations network.

 

Participation in Skylink Moscow project

Sistema announces its participation in the project for creating a mobile communications operator in the IMT-MC-450 (CDMA2000) standard. Skylink is established to implement the project.

Control over Comstar

Control gained over Comstar (50%) and Kosmos TV (50%). The total amount of the transaction is approximately $35 mln.

Creation of IAC

The International Advisory Council of Sistema is formed from leading Russian and international business figures.

Control over MTS

Sistema acquires additional 10% in MTS from Deutsche Telecom and becomes major shareholder with 50.4% share in the largest cellular operator in Eastern Europe.

2004

Sistema sells its oil assets to Russneft

Sistema sells its oil assets to Russneft: 100% stake in Sistema-Neft and 50% stake in the United Oil Company (which held controling stake in Belkamneft). Sistema also divests Consortium K-12 and Baikal Oil that were acquired at the end of 2003.

 

 

 

Sistema's shares listed on RTS

Sistema’s ordinary shares are included in Quotation List B of the RTS stock exchange under the AFKS ticker symbol.

Control acquired over Kvazar-Micro

Control is acquired over the Kvazar-Micro corporation (Ukraine) that operates in the IT and system integration sector.

Sistema is the Best Corporate Borrower

The Euromoney magazine recognizes Sistema JSFC as the Best Corporate Borrower in Eastern Europe.

Partnership of Sistema and Alcatel

Sistema and Alcatel sign a contract to roll out Russia's first broadband entertainment network which establishes a platform to provide multimedia services to Sistema's retail customers.

2005

Sistema's GDRs listed on LSE

Following IPO, Sistema’s GDRs are listed on the official quotation list of the London Stock Exchange under the SSA ticker symbol. The IPO raised $1.56bn and at the time was the largest IPO in the history of Russia and Central and Eastern Europe.

 

Establishing of Sitronics

OJSC SITRONICS is established to consolidate assets under KNC’s management – Kvazar Micro and CJSC Sitronics.

Restructuring of high-tech assets

Sitronics consolidates 100% of Kvazar-Micro

Sistema acquires stakes in BashTEK

Sistema buys $502.9m worth of minority stakes in Novoil, Ufa oil refinery, Ufaneftekhim, Bashneft, Ufaorgsintez, Bashnefteprodukt and Bashkirenergo.

Sistema starts trading onсthe MSE

Sistema ordinary shares began trading on the Moscow Stock Exchange under the SIST ticker symbol.

Sistema's stake in MTS increases

Sistema increases its stake in MTS by 2.3% to 52.8%

Acquisition of 74% in DTV and CTV

Sistema acquires 74% in Digital TV and Radio Broadcasting (CTV) which form the basis for Sistema's media business.

Fixed telecom assets consolidation

Sistema completes the consolidation of the fixed telecom assets at Comstar-United TeleSystems. The consolidation results in Comstar-UTS holding 99% in MTU-Inform, 100% in Telmos, 100% in MTU-Intel and 55.62% in MGTS.

New management

Sistema announces appointment of Vladimir Evtushenkov as the company's President, and appointment of Eugeny Novitsky as the Chairman of the Board of Directors.

2006

SITRONICS and Siemens AG set up a Joint Venture Innovative Research Center Ltd.

Siemens AG and Sitronics signed an agreement and established a joint venture Innovative Research Center Ltd.

 

New management

Alexander Goncharuk is appointed as President and CEO of Sistema.

Sistema-Hals IPO

Sistema-Hals raises $409 mln in an IPO on the London Stock Exchange.

Comstar-UTS IPO

Comstar-UTS raises $1 bln in an IPO on the London Stock Exchange.

2007

Sistema sells ROSNO to Allianz

Sistema sells 47.4% of ROSNO to Allianz for $750mln with an option to acquire the remaining 3% of ROSNO from Sistema in several years.

 

 

 

Sitronics IPO

Sitronics raises $2.35bn in an IPO on the London Stock Exchange.

Acquiring additional stake in MBRD

Sistema increases stake in MBRD to 98.9%

Listing on the MICEX

The shares of Sistema are listed on the MICEX (quotation list B) under the AFKC ticker symbol.

Sistema acquires SSTL

Sistema acquires 10% of SSTL and later the same year signs an agreement to acquire a further 41% stake. In addition Sistema enters into a call option to raise the stake from 51% to 74%. The transaction is worth $46.74m.

Acquisition of a stake in Dalcombank

Sistema acquires a 20% stake in the authorized capital of Dalcombank in Khabarovsk and then acquires additional 28.16% of shares. As a result, Sistema increases its stake in the bank's authorized capital to 48.16%.

Development of Healthcare business

Sistema acquires a 100% stake in American Hospital Group and a 20% stake in Medexpress clinics chain. Later Sistema consolidates a 100% shareholding of Medexpress clinics chain.

Acquiring additional stake in SITRONICS

Sistema increases stake in SITRONICS to 60%.

2008

The merger of healthcare assets

Sistema completes the merger of its healthcare assets into the Medsi Group of companies holding, 100% of which is owned by Sistema.

 

Sistema joins the Top-10 best employers

Sistema voted as one of the top 10 best employers in Russia, in a survey of managers’ community, compiled by E-xecutive.

Set up of the largest movie complex

Sistema’s shareholding in the new company is 51%; the stake of RWS management is 49%.

Restructuring of financial assets

MBRD consolidates 66% of East-West United Bank

Acquisition of stake in Dalcombank

Sistema acquires additional 50.48% shares in Dalcombank. Later the same year Sistema increases its stake in Dalcombank (Khabarovsk) from 98.65% to 100%.

New management

Leonid Melamed is appointed as President and CEO of Sistema.

2009

Sistema acquires control in BashTEK companies

Sistema acquires control in BashTEK companies and transfers the first $2 bln tranche. As a result, Sistema’s ownership in Bashneft increase to 76.5%. The second US$ 500m tranche was agreed to be paid after 14 months.

 

Sale of 3% of ROSNO to Allianz

Sistema completes its exit from ROSNO by selling the remaining 3% stake to Allianz for 34 mln EUR.

Sale of Sistema-Hals

VTB Bank exercises a call option for a 31.5% stake in Sistema-Hals. This transaction was the second stage of an agreement signed in April 2009 when VTB acquired an initial 19.5%. As a result, VTB increases its stake in Sistema-Hals to 51.24%.

Sistema sells its stake in Comstar-UTS to MTS

Sistema completes the sale of a 50.91% stake in Comstar-UTS to MTS for approximately $1.32 bln.

2010

Sberbank acquires stake in Detsky Mir

Sistema sells 25%+1 share in Detsky Mir Center to Sberbank of Russia through an additional share issue. Detsky Mir-Center issues 743 shares with a par value of RUB 100, representing 25% + 1 share of the Company’s share capital after the additional issue. The shares will be placed at approximately RUB 4.6 mln per share.

 

Exit from Sistema-Hals

Sistema sells remaining 27.6% stake in Sistema-Hals. The stake is bought by Blairwood Limited and Stoneflower Limited which acquire 13.8% of Sistema-Hals shares each. The total value of the transaction is $70m.

Acquisition of NIS

Sistema acquires a 51% stake in NIS (25.5% from RTI-Systems Concern and 25.5% from SITRONICS). NIS is the federal operator of satellite navigation services responsible for commercialization of GLONASS system.

Acquisition of M2M Telematics

Sistema acquires 51% in the authorized capital of M2M Telematics. Sistema has a right to acquire the remaining 49% stake in the period from 2012-2015 in accordance with the agreement between the companies.

Acquisition of 49% of RussNeft

Sistema signs an agreement to acquire 49% of RussNeft, a top 10 Russian oil company for c.$100 million

2011

Establishment of RTI for Sistema’s high-tech assets consolidation

Sistema begins reorganization of its high-tech investments. The group sells a 15% stake in the newly formed holding company (OAO RTI) for RUB 3 bln to Bank of Moscow and in turn contributes its 97% stake in RTI Systems and RUB 2.88 bln in cash. In July, Sistema sells its 63% stake in Sitronics to RTI.

Acquisition of agricultural assets

Sistema acquired 100% stake in OJSC Donskoe for RUB 476.5 million and 100% stake in OJSC “First Cavalry Army Stud Farm” for RUB 303 million. Both land clusters are located in Rostov region with a combined land of 39 thousand hectares.

Petrochemical JV

Bashneft and Petrochemical Holding establishes United Petrochemical Company as a vehicle to assess possible investments in petrochemical sector.

Sale of MGTS

MTS acquires 29.05% stake in MGTS from Sistema for RUB 10.56 billion.

Partial sale of Intourist to Thomas Cook

Intourist and Thomas Cook Group establish a joint venture involving Intourist’s tour operating and retail business. Thomas Cook acquires a 50.1% stake in the JV for a total stock and cash consideration of US$ 45 million.

Reorganization of energy assets

Sistema announces reorganization of its shareholding in Bashkirenergo via its subsidiary Sistema-Invest. Previously, partly owned through Bashneft, Sistema’s interest in Bashkirenergo is transferred to Sistema-Invest. Reorganisation creates simpler and stand alone ownership structures in the Groups’ energy investments.

Rosimushchestvo acquires stake in SSTL

SSTL increases its authorized capital by INR 28,894.5m (approximately $647m). Rosimushchestvo acquires a 17.14% stake in SSTL on behalf of the Russian Government for INR 26,988m (approximately $600m).

New organisational structure

Sistema’s Board of Directors approves new organizational structure, designed to reshape Sistema from an operating holding company to an investment company model. Investments were divided into two portfolios: core assets and developing assets.

New management

In March 2011 Mikhail Shamolin, formerly CEO and President of MTS, was appointed as CEO and President of Sistema.

2012

Acquisition of 100% SG-trans

Sistema won the privatisation tender to acquire 100% ownership stake in SG-trans, Russia’s largest independent provider of specialised railcars for transportation of liquefied petroleum gas, for RUB 22.77 billion.

JV with members of the Louis-Dreyfus family

Sistema and members of the Louis-Dreyfus family established a JV in the farming business in Russia. JV combined both parties’ agricultural assets, totaling approx 90k hectares.

Medsi merger with SUE assets

Medsi commenced a merger of assets with the State Unitary Enterprise Medical Centre (“SUE”). Medsi initiated an additional share issuance via a closed subscription. SUE paid for the shares issued to it with its property, which has a market value of RUB 6.043 bln, and will receive a 25.02% stake in the integrated company.

Exit from power generation

Bashkirenergo was split into Bashkirian Power Grid Company (transmission and distribution grids) and Bashenergoactiv (power generation assets). Sistema-Invest obtained a 92.48% voting stake in Bashkirian Power Grid Company and received RUB 11.2 from INTER RAO. Sistema no longer has any interest in the power generation assets.

RTI consolidates 100% of SITRONICS

As a result of Voluntary Tender Offer and later squeeze-out procedure RTI's total ownership stake in SITRONICS amounted to 100% of SITRONICS' share capital. Delisting of SITRONICS from the London Stock Exchange took place on August 23, 2012.

Acquisition of NVision

RTI Group and NVision Group Managing Company LLC completed the deal for the strategic integration of RTI Group's and CJSC NVision Group's information and communication technologies assets. RTI Group paid a total cash consideration of RUB 3 billion, and contributed certain assets, and now owns a 50%+0.5 share stake in NVision Group.

Acquisition of 50% Financial Alliance LLC

Sistema acquired 50% of Financial Alliance LLC, a professional railcar operator, from Bashneft for RUB 3.41 billion (US$ c110 mln). Bashneft acquired 50% of Financial Alliance in August 2012 by transferring its fleet of approximately 4500 railcars to it.

2013

Sale of RussNeft

Sistema sold its 49% stake in RussNeft for US$ 1.2 bln.

 

 

Restructuring of transportation assets

Sistema sold of its 70% and 15% of SG-trans to Financial Alliance and Unirail for RUB 12.0 bln and RUB 2.5 bln, respectively. Sistema retained 100% of SG-trading.

New motivational programme

Sistema’s Board of Directors approved a new motivational programme, based on cash generation and share price performance principles.

UPC acquisition

Sistema acquired a 98% stake in United Petrochemical Company, vertically integrated petrochemical group, from Bashneft for RUB 6.2 bln. Later UPC established a JV with a subsidiary of Alpek for the construction of petrochemical plants in Bashkortostan.

Acquisition of BNSA

Sistema acquired a 100% stake in Bashneft-Services Assets, an oil services company, from Bashneft for RUB 4.1 bln.

Reorganisation of Sistema Invest

The reorganisation proposed the separation of Sistema Invest's assets to eliminate cross ownership at Bashneft.

Acquisition of Business Nedvizhimost

Sistema acquired 51% of Business Nedvizhimost, which owns 76 properties with total area of 178,000 sq m, from MGTS-Nedvizhimost for RUB 3.2 bln. Later Sistema acquired another 49% for RUB 3.1 bln.

2014

Investment in forestry and pulp and paper

In September 2014, LLC LesInvest, Sistema’s subsidiary, acquired from the Bank of Moscow 100% of OJSC Segezha Pulp and Paper Mill and 100% of LLC Derevoobrabotka-Proekt together with all debt obligations to the Bank of Moscow on debt free cash free basis.

Increased stake in NVision Group

The total value of the deal amounted to US$ 82.5 million, US$ 37.5 mln of which paid in cash, and US$ 45 mln in Sistema shares. Sistema's ownership in CJSC NVision Group amounted to 88.75%.

Increased stake in Business Nedvizhimost to 100%

In April 2014, Sistema acquired 49% of the ordinary shares of CJSC Business Nedvizhimost from CJSC MGTS-Nedvizhimost, for RUB 3.1 bln. As a result, Sistema now owns 100% of the company.

Investment in OZON

In April 2014, Sistema acquired a 10.8% stake for US$ 75 mln in OZON. MTS, Sistema's telecoms subsidiary, also acquired a 10.8% stake at the same valuation. As a result, two representatives from Sistema and MTS joined OZON's Board of Directors.

Record dividends

In July 2014, Sistema paid out record dividends in the amount of RUB 19.9 bln, corresponding to dividend yield of 5%.

Sistema invests in Concept Group

In October 2014, Sistema acquired a 40% stake for a total consideration of approximately RUB 1 billion in a holding company that owns Concept Group, one of Russia's leading fashion clothing retailers by revenue growth. In accordance with the terms of the signed documentation Sistema has an option to increase its shareholding in Concept Group to a controlling stake within three years.

Sistema participate in additional share issue of MTS Bank

In October 2014, Sistema signed a binding agreement with its subsidiary MTS Bank to acquire 2,474,818 ordinary shares of the Bank's additional share issue for RUB 9,460,684,754.

Sistema transferred Bashneft to the Russian Federation

In December 2014, Sistema transferred Bashneft to the Russian Federation as a result of civil proceedings about unlawful privatisation of Bashneft. Sistema was not party to those events and filed a claim for the recovery of damages from sellers, as a result of the seizure of the Bashneft shares.

2015

Acquisition of Kronshtadt Group

In October 2015 Sistema acquired 100% of shares in JSC Kronshtadt Group and assets belonging to the Group from Industrial Investors Group for RUB 4.8bn. Kronshtadt Group combines a range of Russian innovative companies that manufacture high-tech products and world-class solutions for aircraft engineering, security, transport and development of natural resources (including in the Arctic region). The Group has a number of key technological competences and unique intellectual potential in mathematical modelling and engineering of complex informational systems as well as engineering and production of commercial unmanned aerial vehicles (UAVs), modern comprehensive training simulators, visualisation systems, and on-board & land-based electronic navigation equipment. Because Kronshtadt Group's competences are highly complementary to RTI (another Sistema subsidiary), the companies will work in synergy to strengthen their market position and create a platform for future growth.

Development of Segezha Group

In February 2016, LLC LesInvest, a Segezha Group company, acquired a controlling equity interest in OJSC Lesosibirsk Woodworking Plant No.1, one of Russia's largest producers of sawn timber, fibreboards, planed timber, and furniture from Angara pine, based in the Krasnodar region. LWP No.1 processes more than a million meters of round timber annually and has access to an allowable cut of 2.9 million cu. M. a year.

Monetisation of a stake in Detsky Mir

In December 2015, Sistema's subsidiary CJSC DM Finance sold 23.1% of equity shares in OJSC Detsky Mir to the Russian-China Investment Fund (RCIF) for RUB 9.75bn. As a result, RCIF is now entitled to nominate two directors on Detsky Mir’s board out of ten.

Investments in real estate

In December 2015, LLC Razvitie, a joint venture of Sistema and LSR Group, won an open tender for the right to acquire 100% of LLC ZIL-Yug for RUB 34.2bn. The terms of the tender envisage an eight-year instalment plan. Razvitie will have to make no further payments in 2016 (as it already paid a RUB 1.5bn deposit in 2015), but will pay RUB 2.5bn in 2017 and one-third of the total amount in 2023. Sistema plans to invest no more than 10% of the amount now attributed to it based on its stake in Razvitie (or no more than RUB 1.7bn), and expects to find co-investors to cover the rest of the expenses. LLC ZIL-Yug owns development rights for 109.9 hectares in the southern premises of the now-defunct automobile manufacturer ZIL (23 Avtozavodskaya St.). The development project envisages construction of 1.5. sq. m. of real estate, including 1.1m sq. m. in housing, 0.35m sq. m. in commercial real estate and 0.05m sq. m. in infrastructure. The city will finance about 40 ha of infrastructure, including new roads and landscaping of adjacent areas. Sistema's subsidiary Leader-Invest, charged with managing the project on Sistema's behalf, already has another project in the same industrial park, called Nagatino i-Land.

Increase of ownership in Medsi Group to 100%

In October 2015, Sistema acquired 25.02% of shares in CJSC Medsi Group from State Unitary Enterprise Medical Center of the Moscow Mayor and Government Administration ("GUP") for RUB 6,116bn, with half to be paid on a one-year instalment plan. The increased ownership in Medsi Group will give Sistema more flexibility in expanding the chain of private clinics, building new facilities, and making the company more manageable.

2016

Detsky Mir Group’s IPO

In February 2017, Detsky Mir’s shares were listed on the Moscow Exchange. The offering price was set at RUB 85 per share. The company’s market capitalisation at the start of trading was approximately RUB 62.8bn. The shares WERE admitted to Level 1 of the List of Securities Admitted to Trading on Moscow Exchange under the ticker DSKY. Sistema owned 72.57% of the company’s shares before the Offering and sold 145,055,738 shares, which corresponds to approximately 19.6% of Detsky Mir’s share capital, with the possibility to exercise the overallotment option, increasing the number of shares sold to 166,814,099 (approximately 22.6% of the company’s share capital). Following the offering Sistema’s stake in Detsky Mir amounted to 50% plus 1 share. As a result of the transaction, Sistema raised approximately RUB 14.2bn (before underwriting fees and other expenses).

New progressive dividend policy

In April 2016, Sistema’s Board of Directors adopted a new dividend policy. In line with the new policy, total dividends recommended for each reporting year will be, at a minimum, the higher of either an amount equivalent to a dividend yield of at least 4%, or RUB 0.67 per ordinary share In April 2017, the Board of Directors approved amendments to the dividend policy: total dividends recommended for each reporting year will be, at a minimum, the higher of either an amount equal to a dividend yield of at least 6%, or RUB 1.19 per ordinary share. Sistema’s calculation of the average dividend yield on its ordinary shares shall use the weighted average price of one ordinary share of the Company traded on Moscow Exchange in the relevant reporting period: full year or six months

Sale of the transport business

In August 2016, Sistema sold 50% of SG-trans to a group of non-affiliated buyers for RUB 6.0bn. The Corporation remains the owner of assets previously spun off from SG-trans, including SG-trading and real-estate assets.

Private equity fund with Rusnano

In September 2016, Sistema and Rusnano launched a joint private equity fund specialising in investments in high-tech companies and projects. The fund will have up to USD 100m under management. Sistema and Rusnano each own 50% of the fund, and will allocate cash funds as soon as it becomes necessary to finance specific transactions. The private equity fund has been established for an initial seven-year term, which may be extended for an additional three years. The average investment size being targeted is USD 5-20m. In the future third party investors will also be able to invest in the fund. For more details about the fund, see Other Investment Activities: Funds.

Development of the hotel business

In November 2016, Sistema’s subsidiary Sistema Hotel Management agreed to acquire nine Regional Hotel Chain (RHC) hotels from VIYM, a company managing the private equity funds in the CIS and Europe, for RUB 2.6bn. The hotels include Courtyard by Marriott Paveletskaya (Moscow), Holiday Inn Express (Voronezh) and seven Park Inn hotels in Astrakhan, Volgograd, Izhevsk, Kazan, Novosibirsk, Sochi, and Yaroslavl, and have a total of 1,379 rooms with floor space of 87,613 sq m. The hotels have total external debt of RUB 4bn. All of the hotels were built over the past five years and do not currently require any capital investments. The hotels opened in 2014-2015 – Holiday Inn Express (Voronezh), Park Inn (Volgograd), Park Inn (Novosibirsk) and Park Inn (Sochi) – have significant potential for increased profitability when they achieve their target performance indicators. For more details about Sistema’s hotel business see: Other Investments.

Changing ownership stake in MTS

During 2016, Sistema conducted a number of transactions to sell MTS shares, bringing Sistema’s effective stake in MTS’s share capital to 50.03%. As a result of the sales, Sistema raised RUB 18.1bn in 2016; an additional RUB 4.7bn was received in the first quarter of 2017 from participating in MTS’s share buyback programme.

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