The pipe will feed

Transneft mey leave its shareholders without money. 
Origin source
"Attracting investment, increasing purchasing power, increased efficiency of the economy and governance" - so in April the "straight line" with the Russians described the essence of the crisis, President Vladimir Putin plan. In the context of the national economy, the sanctions are desperately short of money, so the government is considering the privatization of some of the largest state-owned companies.

In response, the leadership of the corporation "Transneft", seems to do everything, so that investors have forgotten the way to Russia and do not interfere with twist-established schemes.

Big scandal flared up around the payment of "Transneft" dividends for 2015 to its shareholders. However, rather to say otherwise - the management of "Transneft" actively draws in the state in scandal, his name covering its not very interesting action, which resulted in a budget-and minority shareholders risk being left holding the bag.

This must - forgive

"We have one shareholder - the State. We do not have minority shareholders ... This is not really "- with a straight face, he said in December 2014, the President of" Transnefti "Nikolay Tokarev. Lyapni publicly something like the head of some foreign corporations - the very next day he would be standing in line at the unemployment office. After all, in the civilized world a shareholder - a sacred figure, it puts the company money. But Nikolai Tokarev studied not in financial Universities.

After all, it is only formally "Transneft" belongs to the state - 21.9% of the shares in the hands of private shareholders. However, they belong only to the preferred shares: they do not entitle holders to participate in the vote, but they guarantee a dividend, the amount which by law can not be lower than payments on ordinary shares. And even if due to some reason there is a disproportion and preferred shares account for a smaller amount, in this case, should follow a surcharge, equalizing the amount of dividends. During the long years of "Transneft" properly complied with this rule. However, "Vedomosti" newspaper reported last week on the payment of dividends for 2015 "Transneft" will send 100% of net profit under RAS, but the ownersm of preferred shares in the case will get only 10%. This means that per one preferred share payments may be 2.5 times less than ordinary. That is, "Transneft" actually decided to "throw" their minority investors.

Surely everyone here the question arises: how can this be? Back in 1998 the Russian government had approved the charter of JSC "Transneft". In it was present point by the number 12.3, which literally read: "Holders of preferred shares are entitled to a fixed annual dividend of 10% ... Moreover, if the dividend paid per share exceeds liable to pay dividends on preferred shares, the size of dividends on preference shares shall be increased to the amount of dividend paid on ordinary shares "(" item on the surcharge ").

However, a year later, this provision disappeared from the statute, and instead came another: "The size of the annual dividend, due on each preferred share is 50 cents" (in accordanceand with the decision of the court 50% of the preference shares with par value of 1 ruble). That is, there was a clear infringement of the interests of investors.

This was done, as the Court subsequently confirmed illegally - without taking into account necessary for such a decision by 2/3 votes of preference shareholders. By the way, at the same time by the same "Transneft" changes in general deprived the latter the right to vote. As a result, one of the minority shareholders rebelled and went to court. In 2001, the Moscow Arbitration Court ruled: The changes will be void. But the thing is that the minority shareholder challenged only decrease the payment amount per preference share more than 200 times - 10% of net profit to 50 cents, and a surcharge on dividends was not worried, because at that time the minority rights of the surcharges were not infringed on dividends (dividends to ordinary shareholders in general have not been paid for the year 1998). Therefore, the trial has touched only the amount of dividends, with the decision of the court is clear that all changes to the charter were illegal. Nevertheless Transneft like "forgot" to return to the charter "item on the surcharge."

In fairness it should be noted that for a long time "Transneft" still trying not to become impudent to limit and paid to minority shareholders, though small dividends, but legitimate proportions (ie the dividend per ordinary share did not exceed the dividends per preferred). However, it was until 2014, when the company suddenly announced: the owner of ordinary shares, that is, the state will receive in the form of dividends for 2013 in 1221 ruble per share and holders of preference - for 724.21 rubles. Has burst a big scandal, even minority shareholders sent a letter to Dmitry Medvedev, Prime Minister's name. As a result, by the end of 2014 justice was restored, including the status quo in the ratio of payments on preferred and common shares. After that, apparently, trying to save the image of the company, the first vice-president of "Transneft" Maxim Grishanin pledged to develop a new dividend policy and does not infringe the holders of preferred shares (the message about this can be found on the company's website). But as they say, the tradition fresh. And now, apparently, the shareholders decided to rob again. However, the patience of investors, seems exhausted. One of the main minority shareholders of "Transneft" - the UCP company - went to court. It requires the "Transneft" forgone pay 97.2 million rubles of dividends for 2013. Only in this way, according to the investor, it will be possible to put an end to lawlessness described.

Who in the "Transneft" to live well

Someone in this regard, the question may arise: maybe, "Transneft" does everything right? Indeed, in a situation where the state does not have enough money to transfer the bulk of dividends to the State would be the best solution. Alas, there are serious doubts that the management of "Transneft" think in this situation it is the interests of the state.
Independent economists have long been the policy of "Transneft" superiors, according to which the bulk of the profits obtained by somehow settles in its subsidiaries. As the reporting figures of its parent company "Transneft" reserves vsegabout 4-20% of the profits of the whole group. In 2013, the IFRS profit of "Transneft" was 14 times (!) Higher net profit under RAS. And by the end of 2014 - 5 times. As a result - the state as the main shareholder receives only 3% of the total profit "Transneft" group. Though still in 2014, Vladimir Putin noted, saying that we have agreed on the general rule of payment of dividends for the state-owned companies - at least 25% of net profit. And what we see in the end? It turns out that "Transneft" is deceiving the president and the government? Pro-minority shareholders have nothing to say ...

I wonder, what with "Transneft" spending money. So, before the collapse of the ruble, Nikolai Tokarev has decided to insure the risks of falling rates. Not the ruble and the dollar .... As a result, after the US dollar exchange rate soared to the heavens, "Transneft" has lost 76 billion rubles, which is almost half of the annual net profits of the company. What can I say - the financier of God ... Almost 28 billion rubles stuck in the accounts Vneshprombank deprived of his license, even 6.6 billion rubles worth of the collapse of the bank "Interkommpy ". Problems have not formed overnight - why in the "Transneft" looked the other way?

Or more interesting nuance. During 2007-2014 years, "Transneft" has sent to charity by 33 billion rubles, which is about 1.5 times the dividend paid by the company during the same period. This raises the question: Is "Transneft" - a charitable foundation? Or charity is only used as a smokescreen to disguise the cancellation of the money?

Against this background, the news that in 2012-2013 for the needs of "Transneft" for $ 25 million was bought 50 US helicopters Robinson - justification of the need for pipelines flyby seem a trifle. However, it later became clear that such helicopters use is prohibited. Anyway, a lot of money from the monopolist's just ... why then Accounting Chamber found that the pace of construction of pipelines, the company is 23% lower than planned?

But the management of "Transneft", seems to be feeling good. Thus, the media reported last week that the "luxury Villa Carolina (Croatia) locatditsya at the disposal of the daughter and the president of "Transneft" son-Mayi and Andrej Bolotov. "

"Surprisingly, with so much happiness - and to freedom" - he used to say Ostap Bender. Perhaps the competent authorities it is worth a closer look to what is happening in the "Transneft"?


Freestyle relation to their minority shareholders, it seems, is a policy of "Transneft". In October last year the company, minority shareholder "Spotlight" is also applied to arbitration with the requirement to recognize the voting preferred shares in connection with the partial payment of dividends. According to the plaintiffs, the monopolist deliberately understate their profits, throwing it into a subsidiary. As a result, it decided to bring in as a co Russian Federation. Interestingly, both are in the top echelons of power to ensure that the management of the company by their actions actually substitutes the entire state?