A deal for the sale of a 3.99% stake in MMC Norilsk Nickel by Crimber Investments Limited of Roman Abramovich and Alexander Abramov to other shareholders of MMC - Rusal, Oleg Deripaska and Interros, Vladimir Potanin, violates the shareholder agreement of Norilsk Nickel, the High Court of London has decided. This means that Interros should return to Crispian about 2% of MMC's shares and get back around $ 740 million, while the Crispian package for sale now costs 24.5% less for the sale than Interros was willing to pay.
The High Court of London granted the claim of Oleg Deripaska's RusAl, which owns 27.8% of MMC Norilsk Nickel, to invalidate the offer of Crispian Investments Limited by Roman Abramovich and Alexander Abramov with a proposal to buy out 3.99% of Norilsk Nickel's shares for $ 1.47 billion "Interros" Vladimir Potanin (30.2% of MMC at the beginning of 2018) and "Rusal". Kommersant was told about this by sources close to the companies, representatives of news agencies from the courtroom are also passing this decision.
The price of $ 234 per share was not the price offered by the "bona fide purchaser-third party", because it was not independent, but was based or related to other agreements between Crispian and Whiteleave (part of Interros .- Kommersant comment), quotes Bloomberg Judge Justice Phillips. Therefore, the Crispian offer to key shareholders of Norilsk Nickel was also invalid and ineffective, the judge said.
We would like to remind that Rusal insisted on the invalidity of the offer, stating that the initial offer for the redemption of the shares of MMC from Crispian was to be made by the "third party-conscientious purchaser", who is not a participant in the Norilsk Nickel shareholder agreement. Only in this case, Rusal believed, Crispian was to send an offer to Interros and Rusal according to their preemptive right of redemption (ROFR). Crispian's original offer was made by Bonico Holdings, a member of Interros, offering to buy a 3.99% stake in Norilsk Nickel for $ 1.47 billion. Interros and Crispian insisted that after the first five-year period of the share agreement, restrictions on the sale of MMC shares , except for ROFR, the participants of the agreement do not (from the testimony of the parties it followed that the ROFR rule was intended to prevent the emergence of an unfriendly strategic investor in the capital of MMC).
At the same time, Whiteleave already bought out about 2% of Norilsk Nickel from Crispian in mid-March and bought comparable volumes from the market, bringing its share to 34.15% (as of May 17). Rusal also accepted the offer of Mr. Abramovich and Abramov, which allowed the company to buy out about 1.9% of MMC, but with the reservation that it will complete the deal only if the offer is legally valid. At the same time, the aluminum company could not close the deal now because of US sanctions, sources told Kommersant. It was also noted in the materials of the court that Rusal declared force majeure.
Capitalization of Norilsk Nickel before the decision (at 17:05 Moscow time) on the Moscow and London stock exchanges was 1.76 trillion rubles. and $ 27.85 billion, respectively. Thus, 3.99% of Mr. Abramovich's and Abramov's package, which became the subject of a dispute, now stand on the market $ 1.11 billion - almost 24.5% cheaper than the price offered by Interros.
In "Rusal" they said that they "welcome the decision of the London Court, which fully confirms the validity of the company's position". In Interros, Millhouse Roman Abramovich and Invest AG Alexander Abramov have not yet commented on the court's decision.
The High Court of London sided with Deripaska
UC Rusal canceled the transaction for the sale of 2.1% of Norilsk Nickel to the structures of Vladimir Potanin
Vedomosti, June 27, 2013
On Wednesday, June 27, the High Court of London ruled - a proposal made by a businessman-controlled Vladimir Potanin structure about the repurchase of Norilsk Nickel's stake from Crispian Roman Abramovich and Alexander Abramov, violated the shareholder agreement concluded in the nickel company in 2012. This is written by Bloomberg from the courtroom, and also confirmed by two interlocutors Vedomosti, close to the various shareholders of Norilsk Nickel.
This means that under the control of businessman Oleg Deripaska, UC Rusal managed to cancel the deal to sell 2.1% of the Crispian package in Norilsk Nickel in favor of the Potanin structures.
I sold 3.99% of the stake in Norilsk Nickel earlier this year, the structure of Potanin Bonico Holdings Co Ltd. She sent a commercial proposal to Crispian Abramovich and Abramov, who intended to sell these shares. Crispian, according to the shareholder agreement of Norilsk Nickel, made a proposal to UC Rusal and the second structure of Potanin - Whiteleave, through which the businessman owns 32.9% of Norilsk Nickel. UC Rusal challenged the validity of Bonico Holdings Co Ltd's original offer, saying that such an offer contradicts Norilsk's shareholder agreement of 2012.
In March, Crispian and Whiteleave agreed in the High Court of London with UC Rusal not to block the sale of 4% of Norilsk Nickel. The key condition of the agreement is that the deal can be annulled if the court recognizes that it violates the shareholder agreement of Norilsk Nickel. As a result, Potanin's Whiteleave closed a deal in late March to buy 2.1% of Norilsk Nickel's shares from Crispian, Potanin disclosed.
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