"Y" found out what specific claims filed Federal
Antimonopoly Service (FAS) to one of the major shareholders Vimpelcom -
Norwegian Telenor. According to FAS, after a deal with the Egyptian
Naguib Sawiris' Weather Telenor, owned by a foreign state, to monitor
Russian strategic Enterprise "VimpelCom" and is contrary to the law. The other day was the
largest shareholder of Altimo with 40.5% share, but the court is
unlikely to take this into account.
FAS filed in the Moscow Arbitration Court lawsuit against Telenor
and Weather in April this year. The service requires invalidate
the February purchase Telenor 234,000,000 preferred shares of Vimpelcom
(11,26% of votes) in Weather. As follows from the text of the claim (there
is at the disposal of "b"), FAS Telenor accuses of violating the 2nd
part of the 2nd article of the law on foreign investment in strategic
community. In her organization under
the control of foreign countries (53,97% Telenor owned by the Government
of Norway), it is prohibited to establish control over Russian
strategic enterprises. Following the transaction, Telenor received
39.5% of the voting shares in Vimpelcom, while the remaining 18.3% of
the Weather, while Altimo - 24,99%. FAS refers to the 5th article of the law
on which can be controlled by a person who owns at least 50% of the
voting shares of the company, provided that the ratio of votes from
other shareholders gives that person the opportunity to influence the
decisions of the company. "With this the votes
... Telenor has the ability to influence the decisions taken by
Vimpelcom, ie controls the" Archive "," - according to the lawsuit.
In the purchase
agreement Telenor has committed itself for six months in the case of the
meeting of shareholders of Vimpelcom, the agenda of which will include
the issue of re-election of the Supervisory Board, to vote for the
election of two candidates proposed by the Weather, and to increase the
number of members to 11. Based on this, Telenor and Weather indirectly jointly
dispose of more than 50% of the vote Vimpelcom, said FAS. By statute, the board of Vimpelcom decisions by simple
majority. Service believes that the presence of
the representatives on the board of Telenor and Weather allow them full
control over decision-making. Total voting share Telenor and Weather before
more than 50%, but there were stock transaction agreement under which
the supervisory board was to consist of nine members: three from Telenor
and Altimo, and three independent members. This guaranteed
the balance of the rights of Russian and foreign investors in the
"VimpelCom" according to the lawsuit.
In Telenor and FAS refused
to comment on the lawsuit.
A hearing on the merits is scheduled
for October 17. At this point, Weather
little or exits of capital Vimpelcom. August
15, the company sold most of its stake (14.8% of the vote) Altimo. With this share of the Russian investor in the company
rose to 40.5% of the shares. The next day, the company notified
the Telenor's desire to exercise the option to sell 71 million preferred
shares of Vimpelcom (3,44% of votes). Telenor to buy the package before October 1, as a result, its
share will rise to 42.9%. In the same time period in which Telenor committed itself to
introduce the members of the supervisory board Weather Vimpelcom, has
expired, but the board remained unchanged.
However,
according to lawyers for the court, these changes will not be decisive
when considering the claim of the FAS to Telenor. "The Court considers the question of whether the transaction is
consistent with the law, and if not - what effects to use", - said
partner Bar Association "Muranov, Chernyakov and Partners" Dmitry Black.
Agree
with this practice leader for corporate disputes law firm Freshfields
Maxim Kulkov. Lawyers say that at this
stage it is difficult to predict the development of events in court. "But
the fact that the Court has already ruled that the interim measure that
seriously changed the plans of shareholders" VimpelCom ", means that
the merits should be taken very seriously," - said Dmitry Black. If the transaction is
determined to be invalid, Telenor and Weather will have to return to
their previous position. Norwegians share
could drop to 28.24%, while the proportion was 14.7% Weather.
However,
FAS suggested Telenor to conclude the agreement. The
main condition - the parity between domestic and foreign investors in
the possession of Vimpelcom and its supervisory board. Telenor is ready to accept the agreement, if the FAS will
consider at a fraction of Altimo 6% of the voting shares owned by
Ukrainian businessman Viktor Pinchuk. According to
the Norwegians, Mr. Pinchuk "nominee shareholder for the benefit of
Altimo", that is, the effective fraction of the company - 46.5%. Representatives of Altimo and Victor Pinchuk deny
affiliation.