The High Court of London removes the interim measures that prohibited Crispian Investments Roman Abramovich and Alexander Abramov, who owns 6.3% of MMC Norilsk Nickel, to sell about 4% of this stake. Such limitations were established by the court earlier in the case of Oleg Deripaska's RusAl (27.8% of MMC), which believes that the alleged sale of 4% of Norilsk to another majority shareholder, Interros Vladimir Potanin (30.4% of MMC), violated stock agreement. The parties agreed that RusAl and Interros will buy 4% of MMC from Crispian in proportion to their stakes in Norilsk Nickel, but this deal may be rolled out if the court recognizes the rightness of the aluminum company.
The High Court of London on March 8 approved the agreement between Oleg Deripaska's RusAl and Roman Abramovich-Abramovich Crispian Investments and Alexander Abramov and Whiteleave Holdings, part of Vladimir Potanin's Interros group, regarding the terms of sale of the stake in Norilsk Nickel to Crispian. Let us recall that since February 16, Rusal has been contesting a deal to sell 3,99% of Norilsk Nickel's $ 1.47 billion to Bonico Holdings, a subsidiary of Whiteleave, claiming breach of the agreement of the majority shareholders of MMC. Rusal owns 27.8% of Norilsk Nickel, Interros - 30.47%, Crispian - 6.3%.
Kommersant sources familiar with the situation told Kommersant that the parties agreed that Rusal and Whiteleave, who had used the preemptive buyout right after the obligatory shareholder's offer from Crispian, would acquire a slightly less than 4% stake in Norilsk Nickel in proportion to their stakes in MMC .
Thus, Rusal's stake in Norilsk Nickel should grow to 29.7%, Interros to 32.5%. But by agreement of the parties the deal can be deployed if the court recognizes that the offer from Bonico violated the agreement of the shareholders of MMC. The next court session is scheduled for May. The same conditions were called for the journalists who attended the trial, the lawyer of Rusal. Representatives of Rusal and Millhouse Roman Abramovich have not yet commented on the situation. Interros expressed satisfaction with the court's decision and confirmed that they are going to close the deal to acquire Norilsk Nickel shares from Crispian pro rata next week.
At a meeting on February 27, representatives of the companies said that Whiteleave had previously agreed with Crispian to postpone the transaction on February 28 from February 16, but due to Crispian's injunction to dispose of shares, it was impossible, therefore, the deal was postponed for up to five working days after the next hearing, that is, those that passed on March 8. At the same time, a lawyer representing Rusal asked the court to "win back" a deal between the parties. A representative of Crispian estimated losses from the disruption of the deal in the range from $ 271 to $ 821 million.
Recall that a member of the board of directors of RusAl and the CEO of En + Group, Mr. Deripaska (owns 48.13% of Rusal) Maxim Sokov believes that the initial offer for the purchase of shares of MMC Crispian should be made by a "bona fide third party" - not affiliated with the majority shareholders of Norilsk Nickel "A player who can become a new arbiter instead of Mr. Abramovich (he has been performing this role since December 2012). A member of the board of Interros Alexei Bashkirov previously told the court that the agreement does not have restrictions on the purchase of securities by shareholders from each other directly or through affiliated structures. In his opinion, the lawsuit of "Rusal" is designed to prevent the purchase of MMC Vladimir Potanin's shares and is caused by disagreements over the discussed changes in the shareholders' agreement. This, among other things, disagreements over Norilsk Nickel's dividends, the size and capex targets and other principles of partnership between Interros and Rusal in MMC.
Potential withdrawal of Roman Abramovich from the shareholders of Norilsk Nickel was the occasion for the third major conflict of the majority shareholders of MMC, which can launch the "Russian roulette", or "duel" - the mechanism provided by the shareholder agreement to buy each other's packages. According to him, the initiator of the "duel" should invite the partner to redeem his stake with a 20% premium to the average weighted price of MMC shares for six months. The second party, refusing to sell its stake, must buy out the share of the initiator of the "duel" at the price of the offer or ask for more of its shares. After that, the initiator of the "duel" must either buy the papers or sell their own. In case of refusal, he will have to sell the other side 1,875% of Norilsk Nickel's shares for a symbolic $ 1. "Duel", by agreement of shareholders, has become possible since December 2017.
"Rusal" plans to hold a meeting of shareholders to obtain the issuance of an annual mandate to the board of directors to conduct a "duel" with Interros. The company said on February 23 that it is ready to spend up to $ 15.39 billion on the purchase of the Interros package, and the sale of its own stake could bring it from $ 10.62 billion to $ 14 billion. Financing is planned to be organized through debt and equity transactions, details are not disclosed. At the same time, Mr. Sokov clarified that the deal could be structured in such a way that an offer to minority shareholders of Norilsk Nickel (37.6%) would not be required.