The dispute about 4%: how UC Rusal accused Potanin and Abramovich of conspiracy

UC Rusal accused Vladimir Potanin of collusion with Roman Abramovich when agreeing on the terms of the purchase of 4% of Norilsk Nickel, and an additional incentive was a deal on the Baim deposit. Potanin denies all this.
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UC Rusal of Oleg Deripaska believes that Whiteleave companies Vladimir Potanin and Crispian Roman Abramovich and Alexander Abramov colluded, agreeing on the terms of selling 4% stake in Norilsk Nickel, owned by Crispian, to make them unprofitable for UC Rusal. Maxim Sokov, the president of En +, the main shareholder of UC Rusal, said this in the High Court of London (RBC has a transcript of the court session).

The London court on Monday, May 14, is essentially considering the claim of UC Rusal, which disputes the terms of sale of 4% of Norilsk Nickel. The defendants are Whiteleave and Crispian. As part of the preliminary hearings, the parties have already agreed that this stake is proportionally purchased by the major shareholders of the company - Whitelave Potanin (before the transaction owned about 30% of Norilsk Nickel, in mid-March, according to an agreement in court, bought 2.1% from Crispian for $ 778 million) and UC Rusal (27.8%). However, Deripaska's company, having acquired the right to buy 1.9%, called the announced price of securities too high (for its package it had to pay about $ 700 million), and the deal itself - forced: in the opinion of UC Rusal, if the whole package is sold, Potanin will lose balance between the main shareholders of the company.

UC Rusal also saw an "additional incentive" for Roman Abramovich to agree to the conspiracy that Potanin made it clear that Norilsk Nickel will buy from the structures of the businessman Baimskoye deposit, follows from the testimony of Sokov. At the same time, Deripaska has always opposed this transaction, pointing to the lack of infrastructure in the Arctic zone where this deposit is located, and the need for significant long-term investment in the project - more than $ 5 billion minimum for five years. According to Sokov, this project is also not liked by another shareholder of UC Rusal - Glencore (8.75%).

But the president of Norilsk Nickel Potanin is ready to buy this asset, in spite of the disagreement of other shareholders, and is going to use for this, as Sokov put it, his "presidential reserve" of $ 80 million. He believes that Potanin and Abramovich, basically agreeing on this deal, Specifically inflated the price of Norilsk Nickel shares in the offer of Crispian, so that UC Rusal could not accept it. All this may be part of the plan to sell Potanin all 6.3% of Norilsk Nickel, owned by Crispian, said in court Sokov; The remaining 2.3% of the package Crispian his company will subsequently be able to buy at a more attractive price, believes Sokov. According to him, he came to this conclusion after a meeting with the largest shareholder of Norilsk Nickel in January.

Vladimir Potanin denies in his testimony for the court (RBC has a copy of the written testimony) that these two transactions - the sale of 4% of Norilsk Nickel and the Baim deposit - are interrelated. "We did not offer any" additional stimulus "to Abramovich," he says. Baimskoye deposit is attractive for Norilsk Nickel in that its reserves are located close to the surface, so they are relatively easy to mine, notes the president of Norilsk Nickel. According to him, Abramovich's team is solving problems with the energy infrastructure and year-round navigation. In addition, the government recently confirmed preliminary that beneficial tax benefits will be provided for this project. Resources of the Baim deposit - 23 million tons of copper (reserves - 7 million tons) and 70.5 million ounces of gold.

Potanin also claims in his testimony that he tried to prevent the emergence of a new corporate conflict with Deripaska and offered him to give up the right to preferential repurchase of a part of the company's shares from Crispian. According to him, during the meeting with Sokov on February 1, he discussed various options and hoped that the head of En + would help to reach an agreement with UC Rusal. "I knew that such a waiver of the law would be costly, and I tried to agree on its price. This was my main objective of the discussion, since I had to understand what concessions I should go for UC Rusal to withdraw from the deal. In fact, it turned out that the expected concessions to UC Rusal (a larger flow of dividends, a more stringent and rigid right of veto, put option, etc.) were unrealistic, "the businessman explained.

The conflict between Potanin and Deripaska began in 2008, after UC Rusal bought a stake in Norilsk Nickel. Deripaska favored generous dividends, since UC Rusal had to service its big debt, and Potanin insisted on significant investment in development. In 2012 they managed to agree on a world one with the help of Abramovich. That, having bought a minority stake in Norilsk Nickel, became the guarantor of compliance with the agreement, according to which the company's dividends were fixed at a high level (at least 50% of EBITDA and at least $ 7 billion in the first three years). The agreement also provided for a ban on reducing the share of Abramovich to less than 2.5% until December 2017. At the end of this period, Crispian decided to sell most of its stake in Norilsk Nickel - 4 out of 6.3%.