Vodafone Won't Significantly Raise Polkomtel Stake - Source

Britain's Vodafone Group PLC (VOD.LN) won't significantly raise its shareholding in Polish mobile phone operator Polkomtel, where it already holds 24.39%, a person familiar with the matter told Dow Jones Newswires Wednesday.

Vodafone's decision means an initial public offering for Polkomtel is now the most viable option for Polish state-controlled shareholders to exit the investment, as they look to sell off their non-core assets, the person added.

"For many years, Vodafone has been declaring its interest in upping its stake significantly. Now, for the first time, it has given up the plan and is no longer interested," the person said.

A Vodafone spokesman at the company's U.K. headquarters declined to comment on the issue.

Poland's top mobile phone operator by revenue, Polkomtel was created in 1995 by mostly Polish state-controlled heavy-industry companies and two foreign partners; AirTouch International, which later merged with Vodafone, and Denmark's TeleDanmark Communications, later TDC A/S (TDC.KO).

In 2006, Vodafone signalled its interest in increasing its 24.39% stake in Polkomtel, and, following TDC's decision to sell its Polkomtel stake, in late 2008 exercised its right to buy more shares.

Poland's oil refiner PKN Orlen (PKN.WA) with 24.39%, copper miner KGHM (KGH.WA) with another 24.39%, and power grid Polska Grupa Energetyczna with 21.85% have all expressed their interest in selling their shares as part of their drive to dispose of non-core assets . PKN Orlen said Monday it hired Nomura Securities to advise on the sale, while PGE declared Tuesday it would start a search for an adviser.

All Polkomtel shareholders have the right of first refusal to buy the shares.

For its part, the Polkomtel executive board hired UniCredit CAIB to analyze the possible divestment options, although no formal decision has yet been made on the preferred transaction structure, the source said.

"Various scenarios are being analyzed that would help the Polish companies exit Polkomtel," the source said.

Plans for an initial public offering would require unanimous agreement of all major shareholders, the person added.

According to the company's current charter, the consent of 85% of shareholders is required for the change of the no-competition clause that binds shareholders within Poland. If Polkomtel was to organize an IPO, that clause would need to be revised since it would be discriminatory for other Poland-based telecommunications operators that might be willing to buy shares on the market.

Analysts believe the IPO would allow Vodafone to control Polkomtel without increasing its own participation, as the post-IPO ownership structure would likely be dispersed.

"In the stock market scenario, the operator could be floated, but only if Vodafone agrees, and for Vodafone, that solution may turn out to be good," said DI BRE brokerage analyst Michal Marczak. "It would not need to buy out all the remaining shares and still control the business."

If it happens, the value of Polkomtel shares on offer could reach 12.9 billion zlotys ($4.41 billion), making it one of the largest initial offers in the history of the Warsaw Stock Exchange.

Marczak estimated the total market capitalization of Polkomtel at PLN15 billion to PLN17 billion once floated, noting that the company's entry to the Warsaw Stock Exchange would also provide an attractive asset for investors and put pressure on France Telecom SA (FTE)-controlled Telekomunikacja Polska (TPS.WA), which has a market cap of PLN22 billion.

-By Marcin Sobczyk, Dow Jones Newswires; [phone]; [e-mail]