In early February, UCP Ilya ShCherbovicha fund filed in the Moscow Arbitration Court lawsuit against two "Transneft". The purpose of claims - to request documents from the company about its transactions with derivative financial instruments for 2014-2015, as well as more disclosures about financial assets and operations of the company during the same period. The texts of both actions is at the RBC information they have on the site and the Moscow Arbitration Court. The reason for going to court - rejection of "Transneft" voluntarily provide documents in response to three requests (copies also have RBC), aimed, since last year, a representative of UCP Industrial Holdings Roman Zaitsev President of "Transneft" Nikolay Tokarev.
Controversy about losses
UCP - one of the minority shareholders to rupneyshih "Transneft" (see the FAQ.). And the fund "very worried" about a significant loss of the company and its subsidiaries in 2014 and 2015 from transactions with derivative financial instruments, according to one of Zaitsev requests Tokarev name. At the end of 2014 net loss of "Transneft" IFRS due to these operations amounted to 75.3 billion rubles. (Almost 10% of revenue)and for the first 9 months of 2015 -. another 3.2 billion rubles, says Zaitsev. Losses from foreign exchange differences for the 21 months amounted to 71.2 billion rubles. Thus, the total loss amounted to nearly 150 billion rubles., He concludes.
"Transneft" to insure against depreciation of the dollar, as well as special tools are bought from one of the state banks to lower borrowing costs, said the company's IFRS report for 2014. Zaitsev in a letter Tokarev wonders why the company is doing, because it operates in rubles. As of December 31, 2014 the debt of "Transneft" in the currency exchange exceeded its assets by 128.75 billion rubles. Consequently, the depreciation of the dollar could be an adverse event for the company, but on the contrary - it was profitable. As a result, the dollar has not depreciated, but on the contrary, has risen in price (in relation to the ruble), and derivative transaction resulted in a multibillion-dollar losses (see. Certificate "" Transneft "transactions), he writes.
Press-service of "Transneft" on the written request of RBC did not answer. The representative of the company explained that its position on these issues is reflected in the statements.
and the loss of "Transneft" on financial transactions in the last year drew attention to professional investors Rosimushchestva Association (IPA). In subsequent correspondence with the Federal Property Management Agency, First Vice-President of "Transneft" Maxim Grishanin explained that transaction hedges were concluded to "minimize foreign exchange risks" arising from the fact that about 90% of its "Transneft" costs shall be in rubles and 89% " provisionally free "of funds have been placed in foreign currency. From his explanations, it follows that the transactions for hedging currency risks have been reduced potential loss of "Transneft" in the case of ruble corporate bonds and reduce the cost of maintenance of "Transneft" at 65 billion rubles. (Copy of the letter addressed to Grishanina former head of the Federal Property Agency Olga Dergunovoj have RBC).
Grishanin also pointed out that the assessment of damages "Transneft" of derivatives transactions is "exaggerated character." The loss is more loss of profits and it is paper, not money, he insisted.
Zaitsev in correspondence with the company argue with this thesis. According to the report "Transneft", liabilities by 62.6 billion rubles. one of the options "were performed and paid in cash in full," he pointed out the representative of the UCP. Transactions have caused "huge damage" to the company, the state and other shareholders, insisted Zaitsev: two years have been lost "astronomical sum", at times in excess of dividends paid to the state and other shareholders in the past 20 years.
Transactions of "Transneft"
"Transneft" bought put options and sold call options on the dollar:. In 2013 - to $ 4.2 billion, in 2014 - to $ 2.7 billion in options, purchased in 2013, had a term of execution from May 2013 to October 2014 and purchased in 2014 - in August-December 2014, just when there was a devaluation of the ruble. Selling a call option means that the company has made a commitment to sell the dollar at a predetermined price, and the purchase of a put option giving it the right to sell the dollar at a certain price. This combination is equivalent to a short position on the dollar, which is opened in order to capitalize on the fallasset. If the exercise price above the market, the company earns, if it is below - lose. Counterparties "Transneft" did not disclose, but the source said RBC Savings Bank, that the bank sold barrier products "Transneft". However, according to him, the company's losses (and hence the bank's earnings), they were not so big - about a billion rubles. Individual transactions hedging really were concluded in 2013 with the Savings Bank, and were approved by the Shareholders' Meeting of "Transneft" as an interested party transaction (both companies controlled by the state), to the letter of the first vice-president of "Transneft" Maxim Grishanina Federal Property Management Agency, sent May 7, 2015.
Losses on financial transactions is not the only complaint UCP. Back in mid-March, the fund filed in the Moscow Arbitration Court lawsuit against the pipeline company by RUB 97.2 million. - In so much appreciated his fund lost profits from the allegedly underpaid "Transneft" for 2013 dividends.
Now UCP also through the courts trying to get information about how the management of "Transneft" manages liquiditygovernmental assets of the company. According to the IFRS report for 2014, the "Transneft" was about 595 billion rubles. (About $ 10.6 billion at the exchange rate at the end of 2014) of financial assets and cash. They were formed mainly due to undistributed net income and retained on the balance sheet "from year to year", although they would be directed to the payment of dividends, it follows from the letters addressed Zaitseva "Transneft".
Last year the requirements of investors association deal with transactions of "Transneft" Grishanin letter Rosimushchestvu linked with an attempt to "discredit the leadership of the company." At UCP goal - the same as the employee insists "Transneft".
UCP representative Irina Lanin is rejected. According to her, the Foundation wants to restore a legitimate proportion of payments between common and preferred shares, as well as to find out why the company has such a large financial loss. "We want to understand this statement and discuss them with lawyers, the company's management and board of directors", - she says may get redress some of these have.Bytkov for the state and other shareholders and to prevent the recurrence of similar situations in the future, concludes Lanin.
"Transneft", as follows from the UCP action, requested more time to provide minority shareholders the documents referring to the large volume of requested materials. The first request for documents about Zaitsev sent in December 2015. Not having received the documents until the end of January, the fund decided to go to court. According to the law on joint stock companies, and the direction of the Central Bank of the company must provide the documents requested by the shareholder within seven working days, this period may be extended, but not more than 20 working days if the amount is significant documents, the complaint says.
The famous Ilya Scherbovich
"Rosneft" began in 2007 when the oil company Yukos was declared bankrupt, the buyer most of its assets. Sale of assets of Yukos have been reported to "Vedomosti", supervised personally by Igor Sechin, who was at that time the post of "Rosneft" Chairman of the Board of Directors. At one of the auctions, where the auction was played, which included trading house Yukos, TradersKie structure and headquarters, announced their participation of "Prana". According to the managers of Yukos, on the eve of the auction to get acquainted with the tender documents by proxy of "Prana" employees came UCP fund Ilya ShCherbovicha and United UFG Financial Group, where Scherbovich previously served as head of the investment banking department, wrote "Vedomosti". At the end of three hours of trading lot was the most expensive of all the assets of a bankrupt company - its price rose from 22.1 billion to 100.09 billion rubles. Later, "Rosneft" acquired bought much of "Prana" assets of 87.58 billion rubles.
Employees UCP itself Scherbovich denied connection to the "Prana". "The UCP had no relation to the story of" Prana ". At that time I was still working in the "Deutsche Bank". We bankers then really engaged and interested in the subject of Yukos of its assets. [...] But the development of this story has not received ", - he said in an interview with Vedomosti Scherbovich in 2014.
"In contact with"
In April 2013, when Scherbovich worked in the board of directors of "Rosneft", your packages social network "VKontakte" his foundation UCP sold Vyacheslav Mirilashvili (40%) and Lev Leviev (8%). The founder of "VKontakte" Pavel Durov said at the time that the transaction is contrary to the charter of "VKontakte", as the other shareholders were not notified of the negotiations took place. However, the Scherbovich nothing wrong with the deal have not seen. "Our situation was unique: yes, our purchase was not agreed with other shareholders (they would still not agreed). But after the deal is closed, we have made it clear to our partners that we do not need control, and our goal - to capitalize and grow the company, "- quoted ShCherbovicha" Vedomosti ". The transaction price was not called. At the end of 2012, experts estimated the entire social network at $ 1.5 billion. In September 2014 UCP sold its 48% "VKontakte» Mail.Ru Group Alisher Usmanov for $ 1.47 billion (as a result of the transaction Mail.Ru Group has consolidated 100% of the shares social network). Transaction was preceded by a loud corporate scandal.
The Court has appointed the consideration of UCP claims for documents on the transactions with derivative financial instruments at June 28, the complaint formaterials on financial assets will be reviewed on 8 November.
According to the law on joint-stock "Transneft" Companies really should give UCP as a shareholder majority of the requested documents, said the head of the department of corporate law Sameta Margarita Sologubenko. However, she said, the company is obliged to disclose in detail in the financial statements and report to shareholders the results of derivative transactions only if they have had a significant impact on its financial condition.
ShCherbovicha Foundation does not disclose its stake in the "Transneft". But according to the lawsuit filed on extra payment of dividends in the spring of 2014, when was formed the list of persons entitled to dividends for 2013 at the UCP Industrial Holdings was 170.3 thousand. Preferred shares. At the time of sending letters Tokarev December 10, 2015 -. 251.95 thousand preferred shares, as at the time of submission of claims of requested documents (February 10, 2016-th.) - 480.8 thousand preferred shares, or 6.77% of the share capital. According to the information of "Transneft" on January 20, 2016, UCP owned 1.1 million preferred shares (15.5% of the share capital, andand 71% of preferred shares). UCP representative claims that this information is "not true", but admits that the fund - "significant" shareholder.