According to Kommersant, Russian Railways can pay up to 20 billion rubles by the end of 2018 to the state. dividends on ordinary shares of property. Private companies often use this practice, lawyers say, but its meaningfulness for the state raises questions for them. According to “Kommersant”, in the case of Russian Railways, we are talking about the transfer of objects used by the prosecutor’s office and the police, a number of assets to Sochi, as well as passenger cars for 12 billion rubles, which can be transferred to the Crimea.
Russian Railways is going to realize the government’s right to pay dividends on ordinary shares with property, not money, the sources told Kommersant. The board of directors of the company will discuss the issue until the end of May. For preferred shares will be cash dividends, said one of the interlocutors of “Kommersant”.
Two sources, “Kommersant”, familiar with the situation, clarified that for ordinary shares we are talking about the equivalent of about 20 billion rubles, of which 1 billion rubles. The facilities of the Sochinsky freight yard of the Veseloe station and the main distribution center of the Olympic Games in Sochi are worth about 7 billion rubles for the buildings occupied by the police and prosecutor's office, and another 12 billion rubles for rolling stock. One of the interlocutors of “Kommersant” clarifies that we are talking about cars, not locomotives, the other adds that these are passenger cars.
A new or almost new long-distance passenger car costs about 40 million rubles, which gives a batch of about 300 units, calculated the head of Infoline-Analitics Mikhail Burmistrov. It is unlikely that the state will withdraw wagons in a high degree of wear and tear, although the extension of passenger cars, unlike freight, is not prohibited, in practice their modernization is too expensive and gives too short-term effect, the analyst believes. For Russian Railways, the transfer of cars will not create problems: a subsidiary of the monopoly Federal Passenger Company (responsible for Russian Railways for passenger traffic) has signed a contract with the Tver car-building plant Transmashholding for 237 billion rubles, which will update the fleet.
In JSC Russian Railways declined to comment. The Ministry of Transport reported that their position on this issue was sent to the Federal Property Management Agency, without explaining what it is. In the Ministry of Finance and the Ministry of Economy did not respond to the request "b". In the apparatus of the profile Deputy Prime Minister Maxim Akimov, “Kommersant” was briefly explained that the payment of dividends by property is supported without going into details.
The possibility to pay dividends with the property of Russian Railways received in 2018. In March, the Ministry of Transport developed a draft of the relevant act: the explanatory note stated that it “would allow balancing the interests of both the shareholder and the company, ensuring an optimal procedure for transferring property to the shareholder (to federal ownership) with subsequent use for state needs”. In October, the government decided to make amendments to the charter of Russian Railways, allowing the monopoly to pay dividends on ordinary shares with property, if such a decision is made by the general meeting of shareholders. Since the monopoly is 100% controlled by the state, the decision of the assembly is drawn up by a government decree.
In other large state-owned companies, no operational comments were given. A source in one of them indicates that Russian Railways is 100% owned by the state and “approaches suitable for it are irrelevant in the presence of minority shareholders”.
The charter of some monopolies, including Gazprom, specifies that the company pays dividends only in cash.
Russian Railways itself has long asked for permission not to pay dividends on ordinary shares, but to use this income to finance infrastructure development. In the complex plan for the modernization of infrastructure, such an opportunity is provided for, it is also consolidated in the long-term development program of Russian Railways until 2025.
“Russian legislation provides for the payment of dividends with property, there is nothing extraordinary in terms of the relationship between the joint stock company and its shareholders,” says NAFCO partner Pavel Ikkert. “To prevent such transactions from withdrawing assets, the condition for the excess of net assets or net income of the company over the size of the share capital after the payment of dividends. And of course, such a possibility should be provided for by the charter. "
At the same time, the practice of paying dividends in property is mainly used in the private sector, where shareholders are directly involved in business management, adds a lawyer. In the public sector, this happens much less frequently simply because the assets that can be transferred to the state are non-core for it, they need to be sold to generate income, and this, as a rule, requires additional costs and increases the administrative burden. “Taking into account that the decision to pay dividends with property can only be made by the general meeting, that is, it is impossible without the knowledge of the shareholder-state, it is obvious that in the case of Russian Railways, this decision is agreed. But the reasons for its adoption may be different, "- said Mr. Ikkert.
Three sources of “Kommersant”, familiar with the discussion of the dividend policy of JSC RZD, argue that the state needs cars, in particular, to ensure the renewal of the fleet of Crimean Railways, which are not part of JSC RZhD, but directly controlled by the state.