Why the minority shareholders are squeezed out from Uralkali

Experts believe that Dmitry Mazepin is trying to take control over the financial flows of the company
Origin source
In August, the company "Uralkali" has opened in Perm and Solikamsk Berezniki two centers on the purchase of shares from the public. In contrast to the dashing 1990s we placed them not in street stalls and in quite decent offices, though they do the same - design redemption "Uralkali" shares from residents of the mining towns.

For Solikamsk and Berezniki "Uralkali" - city-forming enterprise. In the mines and concentrators thousand companies operate. In many families with privatization while maintaining the company's shares. This, of course, not the "oligarchic" package, but the regular dividend, the company over the years regularly paid on the shares, were far more than help in the budgets of working families. Especially now, in the face of deteriorating economic conditions. People were confident in a small but steady income in the form of dividends and rightfully proud mother now.

This idyll lasted until the beginning of 2014, when the company decided to stop paying dividends, and in August 2015 of "Uralkali" shareholder sent a multi-page "memoandum repurchase shares "and opened the very centers for buying. The local press is sent to the document called "a masterpiece of encryption." It did not immediately understand even an experienced international lawyer and simple Solikamsk pensioner - and even more so. And the time to understand what was happening, he had a little bit - SEPTEMBER 25 points on buying close.

"News" tried to find out why, "Uralkali" decided to get rid of the "small" shareholders.

Parish "Uralhima" command

In late 2013, "Uralkali" came under the control of the owner of OAO "United Chemical Company" Uralkhim "Dmitry Mazepin and his team. Mazepin acquired about 20% of the potash giant. About 24% of the securities of "BRIC" are in free float traded on the stock exchanges, including London in the form of global depositary receipts (GDRs). With the advent of Mazepin changed and most of the members of the Board of Directors.

In the hands of Mazepin got one of the most economically successful Russian companies. "Uralkali" produces about 20% of the world kapotash fertilizers, while having the lowest, compared with foreign competitors, the cost of production. Its main scope of the company is exported, generating billions of dollars in annual revenue dollar. Ruble devaluation will further increase the profitability of "Uralkali" and lowered the cost of production. At the end of the first half of 2015 the company's balance sheet, including $ 2 billion in available funds.

According to the most stringent international criteria "Uralkali" - an attractive investment asset. Not surprisingly, the major European, American and Chinese companies and funds, including state among its foreign shareholders. Foreign and Russian experts believe that "Uralkali" share great prospects for growth.

Despite the strong financial position of the company, the new management team, which came together with Dmitry Mazepin, taking over the past year a number of steps that do not have, according to experts, a reasonable economic explanation.

In early 2014 it was announced about the decision not to pay dividends. Pinimaetsya "Renewed investment strategy until 2020", which contains a list of projects that are planned to earnings. In II quarter 2015 the company held the first purchase of own shares (buy-back), and in August announced another buyback, the results of which should be announced in the near future. In June 2015 the Board of Directors instructed the Audit Committee to evaluate the appropriateness of listing in London, which actually marked the plans for withdrawal from the stock exchange - the delisting. Immediately after that, there is information about the intention to merge Mazepin "Uralkali" with "Uralchem".

Combining with "Uralchem" and withdrawal from the London Stock Exchange

Experts believe that the merger will not give any production synergies as the companies producing different products. Behind the idea of ​​an association may be another goal. It becomes clear, if we analyze purchase history "Uralkali" Mazepin, and to compare the financial condition of the two companies.
Package "Uralkali" was purchased by Mazepin "Uralkhim" on credit cf.dstva. And to this acquisition "Uralkhim" was burdened with considerable debt, and after obtaining a loan for the purchase of shares of "BRIC" debt to banks has become even greater. Unlike "Uralhima" financial condition "Uralkali" stable union and it does nothing. Mazepin same combination of the assets and shares of "BRIC" and "Uralhima" will transfer its debt to "inside" of the banks, "Uralkali". In this case, it becomes clear why shares owners refused to dividends - Mazepin need money to solve their own financial problems. At this point, the number of minority shareholders claiming dividends and defining the uncomfortable questions, should be reduced to a minimum, preferably to zero.

Equally ingenious is the story with the declared probable departure from the London Stock Exchange. In Russia, many companies are so long - since 2007 - and a successful history of working on Western stock exchanges. In the eyes of Western investors, the company embodies the openness and the success of the Russian Artisticness. For such companies, the world market leader, withdrawal from the stock exchange - it's an earthquake. Going on such a crucial step, managers and directors are required to consider the interests of the company and all its shareholders, as well as convincingly explain the advantages of leaving the stock exchange exactly are.

Convincing studies of possible reasons for withdrawal from the London Stock Exchange Mazepa team is not granted. At the same time during the last six months strongly emphasized that such care is very likely. Do minority shareholders have formed the belief that the issue has been resolved and they should hurry to sell their stakes on the proposed terms. The same purpose and contributes to the decision to exclude from the depository agreement with a bank commitment to "Uralkali" in the event of withdrawal from the London Stock Exchange to "take reasonable steps to obtain the GDR listing on a stock exchange 'in the European Economic Area. Against the minority shareholders and other works of the board decision - shortening of the time direction in the notification by the Depositary to terminate the GDR program from 90 to 30 days.

And manipulative-to-daybility management positions clearly manifested August 25, 2015 in a conference call with investors. They just asked how even a question about the launch of share repurchase and retirement from the London Stock Exchange and in what repurchase program through the repetition of the logic block is literally on the same terms. In the first half of 2015 the company showed a significant increase in profit and profitability, against which the old redemption price has caused confusion investors.

In response, the board member of "BRIC" Paul James Ostling in the tradition of classic Soviet bureaucrats sent out to the very "Memorandum" and vaguely referred to the opinion of "professional advisers" and "recommendations of lawyers."

Ostling said that given the limitations on the payment of dividends the company has "no other strategic areas for the use of the accumulated funds", except buybacks. This "argument" looks especially cynical, given that less than a year ago, directors of "Uralkali" Board himself voted to change the dividend policy.

indignation investorsditch on the "Aquatic" explanations managers "Uralkali" succinctly expressed by one of the participants: "As for the question of delisting. I understand that, most likely, it will happen, and we are quite disappointed and redemption program, and taking into account the current prices, this multiplier that is applied to the shares of the company ... I understand that squeeze GDR holders at a price of $ 16, that's all. "

"Losses" by accident

In November 2014 there was a failure to "Uralkali" - podtopilo mine "Solikamsk-2." In December 2014 CFO Anton Vishanenko said that the company's losses from the flooding could reach up to $ 1 billion - mainly due to inventory write-offs. During a conference call for investors in March 2015, "Uralkali" management excitedly told to any serious consequences caused the accident, trying to explain the claimed for 2015, almost three-fold - from 14 billion to 33 billion rubles - an increase in capital expenditures. The consequences of the accident and explaining the decision to cease the payment of dividends.

Russian experts who are familiar with the real situation, all this "apocalyptic" information raises many doubts. For example, the statement that because of the accident, the company lost geological reserves and suffered huge losses. According to experts, the accident at the mine "Solikamsk-2" touched already developed areas generally. In other areas of the mine production has been restored and is continuing. This is evidenced by the facts: in the II quarter of 2015. "Uralkali" produced 3 million tons of potassium. A year earlier the figure for the same period was 3.1 million tons, ie falling production almost did not happen.

Characteristically, when the press wrote that the company has successfully overcome the consequences of the accident and in fact "left unscathed," the representative of "Uralkali" "declined to comment." Positive Now Mazepa team quite inappropriately, it only prevents implement a plan to "squeeze out" minority shareholders.

"The updated investment strategy" and share buybacks

As presented to investors in March 2015 "Renewed Investmentst strategy "stated that the company intends to invest in increasing the production capacity of $ 4.5 billion by 2020. Investors have indicated that in the future count on dividends is not necessary, since all the money will go to new projects.
In particular, the construction of a "new mine to resume ore production and loading of the factory" Solikamsk-2 "is planned to spend $ 784 million. On the basis of what appeared to figure it out, it is unclear, since the development of the construction project is at an early stage. Experts consider it grossly overestimated.

A similar situation with the planned construction of a new mine and flotation concentrator "Polodovo" factory, on which, according to the documents "Uralkali" will require nearly $ 2 billion. The construction project is not ready, so reliably estimate future costs is not possible.

All the money that will be spent on new projects, listed in US dollars. However, the main costs will be borne by the company in rubles. It is unclear why the document is not adjusted to the devaluation factor and almostdouble dollar cheaper construction.

In fact, the entire multi-billion dollar "investment strategy update" of the company is a set of numbers ill-founded. Find out where they came from, it was unable even to investors during a conference call.

Did you miss your investors a clear answer to the question of the feasibility of re-buy-Beck. They could not tell the managers that the first redemption of virtually failed, due to the fact that many shareholders did not believe the information provided about the "problems" of the company and did not sell their shares. Instead of the planned almost 16% of the shares during the first redemption of the company managed to acquire only 11% of which minority shareholders sold only 4%. Mazepa managers is not satisfied, and the new redemption was announced just three months later, on the same terms. to get rid of the minority plan should be brought to victory by any means.

who benefits

Why public international company intentionally creates around itself a negative background? For what purpose are cunning managers with information about posledstions of the accident and the numbers of planned investments? Why in fact revised dividend policy? What is the true meaning of the re-buy-Beck and persistent statements about the probability of delisting?

The only version that gives an answer to all these questions: Mazepin team intends to push the minority shareholders of "Uralkali" and, having gone to the London Stock Exchange, to get rid of the control of international exchange regulators. The ultimate goal - to get full control of a successful company with a huge dollar earnings.

Inexperienced in international law the workers holding shares in their own company, once again going to quietly "dissolve". Then you can talk about any number of "corporate loyalty" and "socially responsible business" - no one will believe.

On the nose we are going to keep and foreign minority shareholders "Uralkali". As demonstrated by telephone August conference, they feel cheated.

It may be added that focuses Mazepa managers and international, and under Russian law may rastsenivatsmiling as criminal offenses. In the minority of "BRIC" has every reason to appeal to the courts, including international. Foreign press wrote about a high probability of association of minority shareholders "Uralkali" and feed them class actions.

In the story of "Uralkali", the company is well known on the world market, using more sophisticated tactics - shareholders give vague, ill-founded and tendentiously selected information. Consistently emphasize the "problems" and in no hurry to talk about the economic successes. A legal casuistry shareholders aggressively broadcast a simple message: quickly sell their shares, agree on the price offered, or do not get anything at all.
This policy managers and directors of "BRIC" completely undermines the state's efforts to establish a normal economic climate in the country to attract foreign investors.