Before the New Year, the Federal Property Management Agency put up for sale the seized shares of the Transammiak company, through which ToAZ products are exported. The Togliatti court imposed a ban on the sale of shares. At ToAZ, what is happening is called "the continuation of the raider attack."
On December 21, 2020, an announcement appeared on the site for posting information on trading torgi.gov.ru that Intorginvest was collecting bids for the purchase of Transammiak shares.
Transammiak owns the Togliatti - Odessa product pipeline, through which the products of ToAZ, owned by Sergei Makhlai F 105, are exported. Togliattiazot is one of the ten largest ammonia producers in the world. In 2020, ToAZ pumped 2,355,000 tons (out of 3 million produced) through the Togliatti - Odessa pipeline of the Transammiaka. The shares of Transammiak were arrested in December 2020 by the decision of the Basmanny Court.
The tender for the sale of Transamiyak shares with a starting price of 947.8 million rubles was to take place on 25 January. 5 563 658 shares, which is 93.8% of the capital, were put up for sale by the Federal Property Management Agency, following the order of the bailiff, who, in turn, acted on the basis of the decision of the Komsomolsk District Court of the city of Togliatti, which was issued back in July 2019 ... Then the judge satisfied the civil claim of the Uralchem company, which is owned by the former member of the Forbes list Dmitry Mazepin F 63, against the owners of Togliattiazot and the owners of the intermediary company through which the products were exported, Nitrochem Distribution AG, for a total amount of 87.7 billion rubles. Of these, Uralkhim, as a minority shareholder of ToAZ, received 10 billion rubles. To find the money, they had to put up for sale the property of a company related, as the court found, to ToAZ.
On January 12, an urgent statement appeared on the Transammiak website. It warned potential buyers of the company's shares that the court's verdict, on the basis of which the shares are being sold, “was executed in violation of the rules of substantive and procedural law” and could be canceled in cassation, and the estimate of “Transammiak” was underestimated. Applicants were asked to think about the consequences.
On the same day, the judge of the Tolyatti Central District temporarily, pending a final decision, by his ruling (available to Forbes) banned the auction. She agreed with the plaintiff - Transammiak - that there is a risk of selling at a lower value. The plaintiff presented the opinion of the appraisal company Swiss Appraisal Russia and CIS, which believes that the real price of the shares is 2.57 billion rubles (almost three times higher than the starting price set at the tender). In court, Forbes confirmed the authenticity of the definition. Finam analyst Alexei Kalachev told Forbes that he would "estimate Transammiak at 2.5-3 billion rubles, if not more."
“This is a continuation of the raider takeover by Mr. Mazepin,” Sergei Makhlai told Forbes. “I thought that the nineties were over, but they turned out to be back, and with the same illegal methods they are trying to pocket a successful enterprise for free.”
“The court established that Sergei Makhlai, who was ordered to recover the amount of damage through the screen company, was ordered to recover the amount of damage by the verdict that came into force,” Uralkhim answers. - Organization of a tender for the sale of a debtor's property in a civil claim is a well-known procedure for enforcing foreclosure provided by law in the event that the debtor fails to fulfill the obligation voluntarily, and in addition, it is important to understand that the majority of the funds obtained in this way are intended to compensate for harm, caused to Togliattiazot itself by the fraudulent actions of its beneficiaries, while Uralchem is entitled to just over 11% of the damage.
History of the conflict
Uralchem bought the first 7.5% of ToAZ in 2008 from Renova Viktor Vekselberg F 12. Makhlai's relationship with Renova was complicated. Criminal cases were initiated against the then owner Vladimir Makhlai, Sergei's father, for violations during the privatization of the pipeline and for non-payment of taxes to ToAZ for 2002-2004. The charges were dropped only by 2008. And Mazepin, having bought a stake, immediately began to increase it: in the same year, another 2.47% was bought from the market through brokerage firms.
Makhlai Sr. did not trust Mazepin and refused to Uralchem's demands to provide financial statements and the list of shareholders. The company explained that they did not want to "open up". In 2009, Uralchem, in search of information, filed 17 lawsuits against ToAZ. And since 2012, criminal charges have rained down. The Makhlaevs and their European partners were charged with the use of transfer prices, and in early 2013, Uralchem appealed to the Samara Investigative Committee, accusing the Makhlaevs and their managers of fraud for an interested party transaction without the permission of shareholders. “Initially, relations with ToAZ and Transammiak were planned as business and productive, aimed at developing the nitrogen industry and making a profit,” says a representative of Uralchem. “However, when the completely unacceptable and criminal practice of embezzlement and withdrawal of proceeds to offshores in favor of majority shareholders was disclosed, Uralchem was forced to turn to the law enforcement system for protection.”
Togliatti - Dublin
The criminal case, as a result of which the shares of "Transammiak" are now being put up for sale, was initiated at the request of "Uralchem" against Makhlaevs, ex-general director of the plant Yevgeny Korolev, as well as Beat Ruprecht-Wedemeier and Andreas Zivi from the intermediary company Nitrochem back in 2012 ... They were accused of stealing products. The investigation proved that the Makhlai sold products to foreign intermediaries at low prices, and they resold them at market prices. Since they all live abroad, in 2019 they were sentenced in absentia to serve in a colony for a term of eight and a half to nine years.
The verdict (available to Forbes) claims that the products sold in 2007-2012 by Nitrochem were stolen, and the funds that came from Nitrochem allegedly went to an "organized group" of owners and managers. Attorney Denis Simachev, who represented ToAZ at the trial, told Forbes that taxes, salaries were paid from this money, which was transferred to the company's accounts, raw materials were purchased, equipment was modernized and dividends were paid to shareholders, including Uralchem. He allegedly presented documents confirming this to the court, but they were not taken into account. Simachev cites as an example an allegedly unreliable examination, the arithmetic error of which was even admitted during the investigation by one of the experts, not to mention the fact that for their conclusion the experts deliberately chose prices below market prices, and they did not cite cases when products were sold at a higher price. As a result, the court did not even deduct the funds actually received by ToAZ from the “hypothetical amount of the market value” of the products calculated by the experts, and did so, according to the lawyer, in order not to correct the civil claim filed by Uralchem for 87.7 billion rubles. "The criminal case itself is the result of a corporate conflict unleashed by a minority shareholder - Uralchem - to put pressure on management and employees," Simachev said.
Back in 2016, four offshore companies - Bairiki Incorporated, Kamara Limited, Instantania Holding Limited and Trafalgar Development Limited (BKIT companies), which own a majority stake in ToAZ, filed a lawsuit with the High Court of Ireland against Mazepin, Uralchem, Eurotoaz Limited and others. accusing them of conspiracy to inflict "catastrophic losses" and take over the business. BKIT demanded damages, and Uralchem undertook a written commitment to refrain from demanding the execution of the Russian sentence (the company already had orders of execution) until the end of the proceedings in Ireland. The hearings were postponed several times, most recently until February 2021.
Meanwhile, in March 2020, the Russian company ELA, which owns approximately 0.01% of ToAZ shares, turned to the Togliatti prosecutor (the appeal is at the disposal of the editorial board) with a request to “conduct an audit and assess the inaction of Uralchem. Alexey Filimonov, General Director of ELA, considered that “the trial in Ireland cannot be a reason for depriving PJSC Togliattiazot and its shareholders of their right to compensation for harm”. Lawyer Simachev believes that Uralchem himself initiated this in order to circumvent the ban of the Irish court. It was not possible to contact ELA. “As a claimant in a civil claim within a criminal fraud case, Uralchem is obliged to act reasonably and in good faith, not only in its own interests as a commercial organization, but primarily in the interests of the person it represents - Togliattiazot PJSC. Therefore, we will take legal measures aimed at ensuring the execution of the sentence in the part of the civil claim, ”says a company representative.
In December 2020, the prosecutor of the Komsomolsk district of Togliatti appealed to the district court with a "petition to clarify doubts and ambiguities arising in the execution of the sentence" in the execution of the decision on the civil suit of 2019. And on December 30, the judge ruled (forbes has at its disposal) to revoke the writ of execution from Uralchem and send them to the bailiff-executor “to recover harm”. The bailiff decided to put the shares of "Transammiak" up for sale. In court, however, the representative of Uralchem objected to the revocation of the writ of execution on the basis that, according to the law, they have the right to present the sheets for execution within three years.
On December 4, 2020, the Basmanny Court of Moscow, in a ruling (at the disposal of Forbes) on the seizure of property in a criminal case initiated back in 2012, allowed the seizure of the property of Transammiak, because, as the investigation considered, ToAZ and Transammiak »- affiliated companies.
In the opinion of Sergei Makhlai, since Uralchem cannot recover the shares of Togliattiazot due to the obligation to the High Court of Ireland, they also decided “to seize the shares of Transammiak for almost nothing. “They seem to argue that the shareholders of Transammiak should be responsible for the claims brought against the shareholders of ToAZ! - he is indignant. - This is absurd!
“It is wrong to believe that the shareholders of ToAZ and Transammiak are different persons,” objected in Uralchem. “Both the main beneficiary of ToAZ and the actual owner of Transammiak is US citizen George Mac, aka Sergey Makhlai, which has been confirmed by two courts.” When asked whether Uralchem has an interest in purchasing Transammia, the company's representative replies: Uralchem has always considered the possibility of acquiring additional assets on legal and commercially advantageous grounds, and with regard to Transammia shares, Uralchem admits participation in competition and may be interested in purchasing shares if the price is attractive. "
Alexey Kalachev from Finam suggests that the story will not end with an attempt to hold a tender for the sale of Transammik shares, because “it is very convenient to control the foreign exchange part of Togliattiazot's sales through this company. “There are many oddities in this case that I cannot reasonably explain,” he wonders.