Moscow, Dec 21 - U.S. investment bank Goldman Sachs has walked away from a mandate to advise Russian baby food and dairy products producer Nutritek on a planned initial public share offer in the first quarter of 2007, banking sources said on Thursday.
The sources said Goldman Sachs was concerned about risks related to Nutritek's past use of schemes to minimise tax. A Goldman Sachs spokeswoman in London declined to comment.
Russian investment bank Renaissance Capital and brokerage Troika Dialog are advising Nutritek on the IPO, while Deutsche Bank may be appointed as the western bank adviser, the banking sources said. Deutsche Bank officials declined to comment.
Banking sources say Nutritek wants to raise $300 million in an IPO that may value it at between $800 million and $1 billion.
Konstantin Malofeev, managing partner of Marshall Capital Partners, a private equity fund which owns a 70 percent of Nutritek, said the company had yet to formally announce any IPO mandates and declined to talk about the listing plans. He declined to comment on Goldman Sachs, Troika Dialog and Renaissance Capital.
Malofeev said the company had no tax issue.
"We are going with the best business practices for our industry. We are not using VAT optimization schemes," he said.
Malofeev said Nutritek's tax rate for 2005 was 11.7 percent, rising to 18 percent in the first half of 2006.
Russia levies a flat tax of 24 percent on corporate profits but many companies use offshore schemes to minimise tax.
Even if companies axe such schemes before an IPO, some investors worry that tax authorities may challenge past accounts with back-tax claims going back over three years.
"We would look at this company taking the tax situation into account," said Alexander Branis, a fund manager at Prosperity Capital, which manages more than $2 billion in assets.
"All else being equal, this is a worry for investors. There is a risk the company could run into trouble with the tax authorities based on past sins," said Branis.
But Malofeev dismissed such concerns: "Raising our tax rate from 11 percent to 18 percent is more than enough to stop any tax investigation of our company," he said. "When we go to the IPO we will make all the necessary disclosures and provisions."
Banking sources expect any risks from the use of tax mimimisation schemes to be disclosed in an IPO prospectus, to avert any future shareholder litigation.
Such schemes were common in Russia before the taxman hit oil major YUKOS in 2004 with massive back-tax claims.
In 2005, Russia's Constitutional Court found that such tax practices, even if committed over three years ago, could be prosecuted if a suspect acted in bad faith.
Nutritek, established in 1990, is Russia's third-largest producer of dairy products and children's food and the only major producer of diet products.
The company says it had average annual sales growth of 36 percent in 2000-2004 and had sales of $267 million in the year ended March 31, 2006.
Templeton Strategic Emerging Markets Fund II, headed by fund manager Mark Mobius, bought a 2 percent stake in Nutritek parent company Nutrinvestholding for $11.8 million, earlier this year.
Last year, 22.1 percent of Nutrinvestholding shares were sold in a private placement for $63.4 million.
Finland's FIM Fund Management has a 3.81 percent stake in Nutritek, U.S. Third Point investment funds 3.46 percent, Cayman Islands-based Seneca Capital 2.08 percent, and Switzerland's Clariden Bank holds 2.04 percent.