Raspadskaya minority shareholders (85.6% owned by Evraz Roman Abramovich and partners) filed a complaint with the Central Bank of Russia on Thursday, December 19, said a representative of minority shareholders of the company, managing partner of Law & Capital Viktor Obydennov, the fact of its registration was confirmed by the Central Bank.
The complaint was filed by Leonid Despotuli (headed the investment services and underwriting department of Svyaz-Bank, now a private investor) and Sergey Popov (managing director of the investment company NZT Rusfond). A total of 185 signatures were collected, which is approximately 2% of the company, they said.
Minority shareholders complain that Raspadskaya does not ensure equal and fair treatment of all shareholders. In their opinion, the controlling shareholder receives money from the company by any means other than dividends. For example, a coal company withdraws money through intra-group loans using its subsidiaries and subsidiaries Evraz, the letter says: as of June 30, 2019, the total amount of such loans amounted to more than 21 billion rubles. These transactions are carried out, for example, through the control of Raspadskaya LLC RUK (engaged in the wholesale trade in solid fuels).
Raspadskaya does not provide positive dynamics for dividend payments, although the company's net profit has been growing since 2016, the letter said. This destroys shareholder value and leads to underestimation of the company's shares, minority shareholders conclude. Popov emphasized that their complaint was not speculation in order to receive dividends: they are interested in the qualitative development of the Russian stock market. Popov owns about 0.5% of the company, according to him, he has owned the package for several years and is interested in maintaining it. Despotuli owns 60,000 shares. In his opinion, the situation reduces not only the value of Raspadskaya’s shares, but also the capitalization of the entire Russian market, as a negative precedent.
If the arguments of the complaint are justified, then the joint-stock company or its head may be brought to administrative responsibility by the Bank of Russia, says Vasily Malinin, head of the "commercial disputes" department of Rustam Kurmaev & Partners. Obstruction of the exercise by shareholders of rights certified by shares provides for administrative fines of up to 700,000 rubles. for legal entities, up to 30,000 rubles. for officials, the lawyer lists. “Complaints of minority shareholders do not often lead to administrative liability. There are cases when complaints are a way to put pressure on a company, ”explains Malinin.
Raspadskaya is one of the largest producers of coking coal in Russia. Its dividend policy involves paying shareholders at least $ 50 million if the debt burden does not exceed 2 EBITDA. In August this year, the company for the first time since 2011 announced the payment of dividends in the amount of 1.8 billion rubles. for the first half of 2019 (12.5% of net profit). Dividend yield was 4% in dollars, the representative of Raspadskaya emphasizes. Raspadskaya adheres to high standards of corporate governance and operates within the framework of legislation, he said. In 2012–2015 the company was unprofitable. She increased production, reduced debt and upgraded assets, he continues: “In recent years, coal prices have contributed to this, but before that the industry was significantly under-invested, and Raspadskaya was no exception.”
Since 2015, coking coal has risen in price by 80% to $ 185 / t (FOB Australia terms). But this year, it began to go down in price following steam coal prices, says ACRA senior director Maxim Khudalov.
Since the beginning of the year, prices for coal produced by Raspadskaya have been decreasing, which leads to unprofitability of certain areas and the need to reduce production, the representative of Raspadskaya emphasizes: “The company has been reducing production since August. A dividend policy involves the preservation of the liquidity reserve necessary for the further modernization of assets. A number of coal enterprises in Kuzbass have already announced their intentions to reduce production and personnel in 2020. There are signs of a crisis in the industry, ”he concluded. A representative of Evraz declined to comment.