* Russia begins sale of 10 pct stake in VTB, worth $3.6 bln
* Generali eyes $300 million stake, TPG funds $100 million
* Placement pricing expected on Feb. 14 - source
* VTB sale part of wider $33 bln Russian privatisation
* VTB should offer a discount to attract investors -analysts
(Adds analysts quotes, releads)
By Paola Arosio and Olga Popova
MILAN/MOSCOW, Feb 7 (Reuters) - Russian bank VTB has landed Italy's Assicurazioni Generali SpA as a key investor in a $3.6 billion fundraising roadshow that is seen as a test of overseas appetite for Moscow's privatisation drive.
Russia's second-largest lender has pledges worth some $400 million from the Italian insurer and U.S. private equity firm TPG Capital, but analysts expect it will need to offer a discount of between 5 and 15 percent to lure more buyers.
Russia's $33 billion three-year privatisation drive is the country's biggest state asset sale since the collapse of the Soviet Union and VTB is seen as a prime asset.
"Having two investors at the beginning of the roadshow is not bad... I think VTB should offer some discount to attract investors as it is hard to sell such a big stake in one go," Rustam Botashev, an analyst with UniCredit Securities, said.
Bank of Moscow said a discount of at least 5 percent would attract investors, while Leonid Slipchenko, an analyst with Uralsib, argued that a price between 10 and 15 percent lower than the current level would be needed.
Details of Generali's interest in acquiring $300 million worth of shares or GDRs in VTB emerged in the placement prospectus, a copy of which was obtained by Reuters, as the bank kicked off its investor roadshow on Monday.
Generali is interested in buying a "maximum" 1 percent stake in VTB worth around $300 million as a financial investment as it seeks to diversify into a high-growth area, a source close to the issue told Reuters.
Affiliated funds of U.S. private equity firm TPG Capital will follow Europe's third-biggest insurer and buy shares worth $100 million, the document showed.
VTB's roadshow, which will take in investors in Europe and the U.S., is expected to last until Feb. 13.
SHARES UNDER PRESSURE
Based on VTB's current market capitalisation of around $36 billion, Generali could get just short of 1 percent and TPG almost 0.3 percent of Russia's second biggest bank, which is putting a 10 percent state-owned stake on offer.
"There is uncertainty over the buyer of the remaining stake, ... keeping VTB's shares under the pressure," said Slipchenko.
TPG had originally been expected to buy the bulk of the 10 percent being touted by VTB in a closed sale.
In luring investors, VTB faces competition from bigger rival Sberbank, which is due to offer some 7.6 percent of its shares for sale this year or next, as well as from a range of IPOs from private Russian firms planned this year.
KOKS, Russian coking coal and pig iron producer, last week postponed a $520 million listing, citing unfavourable market conditions.
The pricing of the VTB placement -- organised by Deutsche Bank, Merrill Lynch and VTB Capital -- is expected on Feb. 14.
VTB's shares traded at 10.1 kopecks on Monday, or a quarter cheaper than its spring 2007 initial public offering (IPO) -- levels to which CEO Andrei Kostin expects to return by 2012.
The shares have fallen more than 5 percent since the end of January, after the market was disappointed by its decision to sell the 10 percent via a secondary share placement rather than directly to a TPG-led consortium.
The Kremlin's top economic adviser Arkady Dvorkovich told Reuters Insider last week that public offerings would likely be more successful than private sales.
Moscow is looking to reduce its stake in VTB to 50 percent plus one share over the next three years from 85.5 percent now.
There will be no further sale of state-owned VTB shares for at least three months after the close of the deal, the bank said in the prospectus.
(Additional reporting by Oksana Kobzeva, Lisa Jucca, Conor Humphries and Katya Golubkova; Editing by Will Waterman and Alexander Smith)