Transneft defended its right to live according to the charter

Ilya Scherbovich's UCP lost a court action.
UCP Foundation of Ilya Scherbovich could not prove in court the illegality of the charter change "Transneft" (the fund 71% of preferred shares). The new edition, in the opinion of the Fund limits its right to receive the interim dividend. Until now, "Transneft" did not pay them, but now there UCP something to fight for: the government monopoly discuss payment of dividends of 60 billion rubles. for the first nine months of 2016.

The Moscow Arbitration Court yesterday dismissed the claim UCP fund Ilya ShCherbovicha (owns more than 70% of the preferred shares of "Transneft") to the pipeline monopoly. The plaintiff demanded to change the charter of the company and allow the owners of preferred shares receive the interim dividend. The dispute arose after the adoption of the new version of the charter in June 2016, which states that "preferred shares are non-voting and entitle their holders only entitled to a fixed dividend on the company's operation results for the year." An earlier version included the phrase "shareholders - owners of preferred shares are entitled to a fixed annual dividend."

According to the UCP, a new version contradicts the legislation and constitutes a threat of violation of rights of holders of preferred shares to receive the interim dividend, leaving such a right only to holders of common shares. Also it indicates the fund that it has the right and the other - "for example, the right to obtain information on the repurchase of shares" (quoted by "Interfax"). If UCP has been right to take part in the vote as the owner of 32% of the preferred shares of "Transneft", the company could block any decision.

But, according to "Transneft", the new edition of the impugned statute points duplicates similar provisions of the old version of the document. As explained by the representative of the company in court, "the article meant that they (the owners) are not entitled to vote on the agenda (meeting of shareholders), the shareholders' rights are described further, for Moreover, the statute does not contain all the mandatory rules ". In "Transneft" noted that satisfied the court decision.

Managing Director of UCP Irina Lanin told "Kommersant" that the fund is not yet acquainted with the reasoning part of the court's decision, which will be available next week. She noted that the UCP interpreted summer (2016) changes in the statute of "Transneft" as illegal ban owners of preferred shares to receive the interim dividend. "If the court confirms that meant something quite different and our rights have been violated, we will not mind We are the official explanation of the court will arrange." - She explained.

The question of the first in the history of "Transneft" interim dividend rose from the federal budget problems filling in the fall 2016. Ministry of Economy has prepared for us an appropriate directive on charging of 58.9 billion rubles. dividends for the first nine months of 2016. In fact, the amount is the difference between how much "Transneft" had to pay at the April order of the government (the dividend for 2015 by 50% more net profit - IFRS or RAS), and how much the company actually paid (12.8 billion rub. against the maximum possible 71.7 billion rubles.).

In addition to the charter of "Transneft" the UCP tries to challenge and the difference in the calculation of dividends on common shares and preferred shares and recover c "Transneft" the difference in 2013. The claim amount - more than 100 million rubles. In November 2016 Arbitration dismissed this claim.

Alexey Kryukov from "Uralsib" notes that the situation with the payment of dividends on preferred shares in the "Transneft", is very rare, but have not been able to prove that their size difference is illegal. At the same time, says expert, UCP clearly weaker position in the dispute, taking into account the fact that the owner of all the ordinary shares of "Transneft" is the state, which is unlikely to want to share dividends from minority shareholders.