"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.
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.
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