MOL revealed the final terms of its deal with Magnolia Finance Limited. According to the company, it will sell 6,007,479 A series treasury shares (5.58% of total shares) to Magnolia at a price of HUF 20,515 per share. Following the deal, MOL will hold 1,404,217 A series and 578 C series treasury shares (together, some 1.3% of total shares).
Based on the MOL shares it purchased, Magnolia sells EUR610 million perpetual, convertible bonds to international institutional investors. The securities will be exchangeable to series A MOL shares in a period between 20/03/2011 and 12/03/2016. The securities were issued at face value, and pay 4.00% interest per annum in the first 10 years, based on an exchange rate of HUF 26,670 per share. MOL also signed a swap contract with Magnolia, according to which MOL has an option to buy back all or some of the MOL shares under certain conditions, at a volume weighted average price during a certain period before exercising the option right.
Although MOL has no direct or indirect stake in Magnolia, it will consolidate it in its IFRS financial reports. It is still an open question for us what MOL will do with its remaining 1.3% own shares. This amount is too much for the employee incentive program, we believe. Originally MOL planned to sell 6%+ shares, but recent currency disturbances in Hungary made investors more cautious when placing their bids. MOL now should do something with its remaining 1.3% own shares to be able to call down its option on 10% state-held MOL stake. (Note that according to Hungarian rules, a company cannot hold more than 10% own shares). We do not believe that the company will sell this amount on the market, but will look for another solution soon. We keep our Buy recommendation on the stock with our target price of HUF 25,730.