Scherbovich Foundation explained the reason for buying shares of Transneft

Transneft has been at war with a minority shareholder, UCP Foundation, owned by Ilya Scherbovich, for the last six months. The purpose of UCP is to sell to the monopoly its own shares. Now, the Foundation insists that it bought the shares of Transneft upon the latter's approval and having exactly that deal in mind. 
Origin source
"Conceptual agreement"

Back in November 2011, UCP and "Transneft" agreed that the Fund will buy shares of the monopoly on the market, so that later, perhaps, to sell them the monopoly itself. This follows from the document entitled "Conceptual agreement" signed by the head of the UCP Ilya Scherbovich and head of "Transneft" Nikolay Tokarev (copy of the document is at the RBC).

The document, according to the wording, is not binding, the lawyer of the Moscow City Bar Association Alexey Melnikov. It does not specify the price, which means that the agreement is not legally binding and does not violate the rights of other shareholders, he said. Literally paper should only be what ShCherbovicha Fund notifies the "Transneft" announced plans "to implement the project by buying" her preference shares amounting to 21.89% of the share capital (ie to collect all the preferred shares on the market) for "optimal" price. "Transneft", in turn, assures that it will take "all necessary steps to redemption from UCP consolidated packageagreed price "(the figures in the document is not specified).

UCP representative Irina Lanin RBC confirmed that the agreement is "genuine" and UCP have the original of this document. "Transneft" denies this: "It is impossible to imagine circumstances in which such a document could be made", - told RBC representative of the company Igor Demin. The very paper he described as "crudely fabricated".

Whatever it was, in 2011, UCP fund actually collected on the market about 71% of the total number of preferred shares, or 15.5% of its share capital (data of "Transneft" on January 2016, the representative of the UCP did not confirm the amount of the package, but acknowledged that the fund - "significant" shareholder of the company). And at the end of last year ShCherbovicha fund could actually sell shares to the monopoly.

The fact that at the end of 2015 UCP was willing to sell "Transneft" a package of "market price", RBC previously told a source close to one of the parties to the negotiations. At that time, 1.1 million preferred shares of "Transneft" on the Moscow Stock Exchange were worth 194.3 billion rubles., Or about $ 2.8 billion (as at theday). According to another interlocutor, UCP requested for the package $ 2.9 billion. "Transneft" refused, and the deal never took place.

nonclassical buyback

Arrangements UCP and "Transneft", if they were (in 2011) - is a kind of non-classical buyback, the analyst "VTB Capital" Michael Rasstrigin: with him, the company, for example, there is no need to inform the minority that it is considering the possibility of withdraw from the market (ordinary shares of "Transneft" are not listed).

Why in 2011, "Transneft" would require cooperation with UCP - is unclear until the end. But, for example, in early 2008, only leading the monopoly, in an interview with "Vedomosti" Tokarev called the theme of "preferred shares" "very sensitive" for the company. "I do not care how they [the preference shares of" Transneft "] are listed, how much are. Marshall dividend policy of "preferred shares" does not consider it necessary ", - he said. His position in the same interview, he explained as follows: in the late 1990s, "almost all" package of preferred shares of "Transneft" eyealsya in the hands of "only three owners." Tokarev Their names are not called, but noted that it is "very wealthy people" who do not need the money the state company "For them, a million fewer million has no more payments on the shares by and large values."

In different years including major minority "Transneft" were holding "Interros" (in 2003, its structure was sold about 20% of "preferred shares" of "Transneft", "portfolio investors"), funds of Prosperity Capital Management, East Capital International and Vostok Nafta Investment (in 2010, for three owned approximately 17%). Since then, he said, the number of large minority shareholders increased to four, and in December 2014 Tokarev said that the company was only one major minority shareholder: "They are no longer four, and the only one left. And it is natural persons "(under" Interfax quoted ").

Shareholders in conflict

UCP is now suing to "Transneft" about the size of dividends for 2013. In addition, the Fund seeks to court documents from the state-owned financial transactions and assets of monopoly, accusing it of billions of dollars of losses on hedges on operationstion (only in 2014 on these transactions, the company lost 75.3 billion rubles.).

Minority shareholders of "Transneft" previously been dissatisfied with the dividend policy of the company and insisted that she paid more dividends. For example, in May 2008, Alexei Navalny demanded by state-owned companies to explain why it spends billions to charity, thus understating the financial basis for payments to shareholders.

Claims UCP are not random, I'm sure the representative of "Transneft": "Having failed in attempts to" Provisional Government "for $ 3 billion package bought up non-voting shares of" Transneft ", he [Scherbovich] went for broke," - said in response to a request RBC Demin.

UCP representative counters that the initiator of the failed deal to buy back preferred shares of "Transneft" at the end of last year had a monopoly itself. "The proposal addressed to the UCP to sell their shares received from [the first vice-president of" Transneft "Maximus] Grishanina. Nobody from the UCP with such a proposal in the "Transneft" did not apply ", - said RBC Lanina of UCP.

Can the presence of a "conceptual agreement", if it was, etc.UCP able to further proceedings to the monopoly - is unclear. Judging by the text of the agreement, the relationship of "Transneft" and UCP could be similar to the agency, but if the case goes to court, the fund Ilya ShCherbovicha have to prove it, says Head of Corporate law firm Sameta Margarita Sologubenko. "Differences may arise between the parties concerning whether they were reached between binding agreements, - the lawyer says. - The court will take into account the evidence of negotiations, correspondence. If one would follow that "Transneft" has confirmed its intention to buy out the actions consolidated package, the court may admit the truth of the fund. "