Share buyback case: workers of Lebedinsky mining complex ask for the protection in London

Yulia Suntsova

As follows from the collective letter to the editorial office of "Novye Izvestia", the conflict between 12 miners and businessman Alisher Usmanov has been proceeding for two decades.

In 2007, ZAO Gazmetall (the legal successor - ZAO HC Metalloinvest), as the holder of 95% of the shares of Lebedinsky Mining and Processing Integrated Plant (LGOK*), bought out a minority stake from other shareholders. (Amended at the beginning of 2006, the Law "On Joint Stock Companies" allowed the owner of 95% of the company's shares to forcibly redeem minority shares).

On October 10, 2007, the registrar SR Rekom LLC debited securities from the custody accounts of minority shareholders: ordinary registered uncertified shares of the issuer Lebedinsky Gorno-Obogatitelniy Kombinat OJSC (LGOK) on the basis of the demand for the buyout of Gazmetall CJSC (successor - HC Metalloinvest CJSC).

The miners themselves, minority shareholders, according to them, learned about the sale of their shares through newspapers and notifications from the legal entity.

In accordance with definition No. 208 of the Federal Law, the majority shareholder of CJSC Gazmetall made a transfer of funds to the notary's account by way of compulsory redemption of shares, based on the determined value of 8015.19 rubles ($ 320) per share.

They issued an open statement. The main message is this: in 2007, they were deprived of their shares through a forced redemption, which was carried out in the interests of the structures of the oligarch Alisher Usmanov.

However, according to the requirements of the federal law, the compulsory redemption of securities can be carried out only at a price not lower than the market value, which must be determined by the appraiser.

Minority shareholders, most of whom are former LGOK employees who have worked at the enterprise since its foundation, did not agree with the valuation of their shares, believing that the cost was artificially lowered several times.

“It can be seen from the documents that in the 2007 financial year, when our shares were written off from DEPO accounts, Lebedinsky GOK earned three times less ($ 1 billion) than a Gibraltar trader ($ 3 billion) who is only engaged in reselling raw materials the plant to end consumers. This difference in income clearly demonstrates why in modern Russia the main capitalist has become an intermediary and not a production worker, why combines with mines work and explode, but offshore companies make money, and why monotowns are dying, and the owners of city-forming enterprises are confidently leading the Forbes ratings", - describe the situation former shareholders.

Juggling reporting on capitalization became possible supposedly thanks to the efforts of a "friendly appraisal bureau".

“Your husband ordered two different estimates of the capitalization of our LGOK through his firm for different purposes, with different initial data, and thus received two figures that were far from each other. The appraisal made by "Gorislavtsev & Co Otsenka" was made for us, the miners, to buy out our shares cheaply, the second appraisal was made for wealthy gentlemen to trade on the London Stock Exchange. The difference is more than three times!", - the former shareholders wrote in an open letter to the wife of Alisher Usmanov, Irina Viner.

The first appraisal was based on the residual value of production assets in a 1.12% stake. The second assessment was made by order of Metalloinvest by world-renowned credit institutions Merrill Lynch, Credit Suisse, Deutsche Bank and Renaissance Capital according to already objective reporting data, taking into account the real profit of Lebedinsky GOK. The purpose of the second assessment of the enterprise was to create the most attractive image of the company for investors before Metalloinvest's IPO (to offer 25% of shares on the London Stock Exchange), the interlocutors explain.

“The official statements of our company, taken by the appraiser as the basis for analyzing the capitalization of the company, have many errors and do not reflect the real profitability due to the fact that the concentration of profits did not take place at the company, as the official representatives of the company claimed, but on the accounts of offshore companies owned by a British citizen. ...In other words, when exporting the national treasure - iron ore products of JSC Lebedinsky GOK, a transfer pricing scheme was used (which was once incriminated to Khodorkovsky). The corpus delicti of Art. 199 of the Criminal Code of the Russian Federation (Tax Evasion)", - writes the former shareholder Andrey Burkin in a statement about the crime addressed to the head of the Investigative Committee of Russia Alexander Bastrykin.

In addition to the demands to attract a "British citizen" under a number of criminal articles, to conduct a legal assessment of the activities of Metalloinvest, the author of the letter to Bastrykin asks to recognize a "foreign agent" as a "foreign agent" on whose foreign accounts the profits of Lebedinsky GOK are illegally concentrated when exporting national resources of Russia...

In support of their words, the authors attach copies of documents to the application: invoices of foreign companies, contracts between an intermediary seller and a buyer of products, correspondence and analytics of company employees.

For almost 15 years, the miners tried to resolve the issue peacefully - they wrote to Alisher Usmanov himself (they even handed the envelopes personally to the guards - and they took them), his wife Irina Viner, to the supervisory and regulatory authorities, appealed to the Arbitration Court ...

“From our law enforcement agencies we receive the responses in the get rid of style: the General Prosecutor's Office sent to the Belgorod, Belgorod prosecutors sent to the department for combating economic crimes, having already lost all the documents during the transfer, according to the old and evil tradition. In a telephone conversation, the major, the head of the department complained: “Where am I, and where is Usmanov!? Please send us the copies of the documents". We sent! And more than once! Only stock replies came. Usmanov's companies as a whole respond to all our statements with one thesis - "Go to court!", - say the interlocutors.

In short, over the years, “small shareholders” have not found defenders in Russia, not a single positive decision was made in favor of minority shareholders.

Then they decided to take the next step - they transferred the voluminous documentation on the financial operations of LGOK to the state anti-corruption authority in London - at the alleged place of registration of Usmanov and (or) his legal entities.

“We have got at our disposal a package of documents formed in the territory of English law”, - the former shareholders say, hinting at the leakage of documents from former employees of Usmanov's structures in Great Britain.

In contrast to the Russian authorized structures, the “foreign comrades”, according to the applicants, quickly and eagerly found in the transactions carried out for signs of actions that fell under the definition of the so-called. fraud - fraud and advised to translate the package of documents into English, notarize and send straight to Scotland Yard ... The miners followed the advice. And they asked the editors of Novye Izvestia and other media outlets to publish it "in order to prevent possible accidents".

The editors of Novye Izvestia sent an information request to Metalloinvest Management Company LLC:

"To the General Director of Metalloinvest Management Company LLC Efendiyev Nazim Tofik oglu

Dear Nazim Tofik oglu!

The former minority shareholders of JSC Lebedinsky GOK, who believe that illegal actions were committed against them in 2007, have applied to the editorial office of Novye Izvestia for publication. They expressed themselves, in their opinion, in the fact that in the interests of ZAO HC Metalloinvest (its successor (s)), a double assessment of the capitalization of OAO Lebedinsky GOK was carried out in one reporting period, with different initial reporting data (in terms of real profit and profitability), in different jurisdictions and for different target audiences; as a result of which minority shareholders suffered property damage.

We ask you, on behalf of the enterprise, to state your own position on these claims of the former minority shareholders and to report on what actions were taken to resolve the conflict".

Our request has not been answered yet. It is possible that the answer will appear after the publication of the material.

* LGOK - Lebedinsky GOK is the largest plant for the mining and beneficiation of iron ore in Russia and the CIS, producing high-quality iron ore and raw materials.