MegaFon seeks IPO investors with governance pledge

* Says board will reflect importance of corporate governance

* Statement comes after Goldman drops out

* UKLA declines comment

* Sale of 15 pct stake could raise $2 bln - sources

By Megan Davies

MOSCOW, Oct 11 (Reuters) - MegaFon said the make-up of its board would reflect its focus on good corporate governance, as it sought to attract investors for its planned initial public offering (IPO) after Goldman Sachs dropped out as an underwriter.

The emailed statement came days after Russia's No.2 mobile operator revealed the surprise absence of the U.S. investment bank in the line-up of banks running the deal. Sources had previously said Goldman would be one of the lead banks.

"We believe we can be an attractive new possibility for international investors," MegaFon said a statement in reaction to being asked why Goldman was no longer involved.

"Corporate governance is very important to MegaFon," the statement said, adding the make-up of the company's board would reflect this.

The group's majority shareholder Alisher Usmanov would be represented by a minority of three board directors, and the majority would be made up of two independent directors and two representatives of Nordic telecoms group Teliasonera , which owns 35.6 percent, it said.

Sources in Moscow financial circles struggled to explain Goldman's surprise withdrawal from the IPO. One source familiar with the situation said on Tuesday that Goldman had stepped back due to unspecified shareholding concerns that were not related to Usmanov.

In a recent interview with Reuters, Uzbek-born tycoon Usmanov said he would fold his stake in MegaFon and other assets, such as iron ore miner Metalloinvest , into a new holding company.

The company, Usmanov said, would be co-owned by his partners Farhad Moshiri, with whom Usmanov owns a stake in London soccer club Arsenal, and Vladimir Skoch, father of billionaire Russian lawmaker Andrei Skoch, who helped build up Metalloinvest, the world's biggest iron ore company.

However, other sources familiar with the IPO planning dismissed suggestions that Goldman's exit could have been triggered by comments by Usmanov about how he would consolidate his business empire, noting the broad outline of his plans had been known since April.

Another source familiar with the situation said Goldman had simply failed to be picked for the final line-up.

Goldman declined to comment. GOOD INTEREST

Pre-marketing for the stock offering was continuing and meeting good interest, although some prospective investors were asking questions about Goldman's withdrawal, a source also said.

MegaFon may place a 15 percent stake, worth around $2 billion, with TeliaSonera reducing its stake and MegaFon selling treasury stock.

The IPO's prospectus is still to be signed off by British regulatory authority UKLA. The UKLA signs off on a prospectus - used to market shares to investors - before a company lists, giving its approval that it is satisfied a company has met the listing criteria, according to a source familiar with the rules.

Among the things that the UKLA examines are shareholder structure and ownership. Any particular concerns are typically listed in the "risks" section of the prospectus.

"It is too early in the process at this stage and as with any offering the price range prospectus will only be approved and published by the UKLA nearer the launch of the offering," said MegaFon in an emailed statement, when asked if it had received sign-off for the prospectus.

The UKLA declined to comment.

Goldman ranks joint second with Morgan Stanley for Russia-related equity deals for 2012 so far, behind Credit Suisse at number one, according to Thomson Reuters data. It ranks second for M&A when measured by Russian targets, and 18th for debt capital market bookrunning.

MegaFon plans to sell shares in London this year. The initial public offering could value MegaFon at $13 billion and become the biggest by a Russian company since that of internet firm Yandex last year.

Morgan Stanley and Sberbank were appointed joint coordinators to MegaFon's IPO with Citi , Credit Suisse and VTB as joint bookrunners.

(Reporting By Megan Davies; Additional Reporting by Douglas Busvine; Editing by Helen Massy-Beresford)

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