Tagmet is again preparing for a shareholder war

The conflict around one of the largest pipe factories, JSC Tagmet, is flaring up again. Yesterday, an advertisement was placed in a number of media outlets on behalf of the company's board of directors stating that the Taganrog City Court had changed the charter of the joint-stock company. The minority shareholder of the plant, the Alfa-Eco company, has a chance to gain control over the enterprise only in the event of a split within the Alphabet group, the owner of a controlling stake in Tagmet.

Tagmet (city of Taganrog, Rostov region) is the fourth largest pipe plant in the Russian Federation in terms of production volume, last year it produced 501.78 thousand tons of pipes. Thanks to its own steel production and convenient geographical location, the company is consistently among the top three leading plants in the pipe industry in terms of revenue (at the end of 2000, in terms of revenue - $170 million - Tagmet was surpassed only by the Chelyabinsk Pipe Rolling Plant). According to official information, 56% of the shares of the joint-stock company belong to the Moscow group "Alfavit", 25.3% - to companies affiliated with the company "Alfa-Eco", 16.7% through the Petrovsky bank is controlled by the chairman of the board of directors, Vladimir Verba. After a short confrontation, the Alphabet group and Alfa-eco agreed in April last year to amend the charter of the joint-stock company, according to which key decisions for the enterprise were made by the votes of ten members of the board of directors out of eleven (i.e., with mandatory consideration of the opinion of Alfa-eco). eco").

According to the text of the advertisement posted and paid for by Tagmet, after the Taganrog court annuls the amendments to the charter on December 21, the previously in force charter comes into force. Its main difference is that major decisions are made by a simple majority of the board of directors of the enterprise. The victims in this situation are Mr. Verba's company and Alfa-eco, which, in fact, lose the opportunity to influence the activities of the plant.
It was not possible to contact Mr. Verba yesterday. At the same time, Alfa-Eco vice-president Igor Baranovsky told Kommersant that the court decision is already being challenged in the Rostov Regional Court. The office of the general director of the plant, Sergei Bidash, yesterday confirmed the existence of such a court decision, but at the same time could not name either the initiators of the lawsuit who demanded changes to the charter in court, or the meaning of the procedure.
Alpha has recently openly expressed dissatisfaction with the actions of Sergei Bidash. The main complaint stems from the fact that, by decision of the general director, contrary to the agreement reached in April, Tagmet’s profits were directed not to shareholders, but to the acquisition of a number of enterprises in the Rostov region (in particular, JSC Krasny Kotelshchik and the Novocherkassk Electric Locomotive Plant).
At the end of December, the board of directors of Tagmet even received a proposal from Alfa-eco to hold an extraordinary meeting of shareholders to change the composition of the board - according to the charter of the enterprise, it is the board of directors that can dismiss the general director. However, five council members voted to deny the meeting. The very next day, the Taganrog court changed the charter of Tagmet, and on the very eve of the New Year, the board of directors of the plant decided to hold a meeting of shareholders on January 20. Mr. Baranovsky yesterday called this meeting illegal to Kommersant, but said that representatives of Alpha would attend it in order to at least once again convey their position to the shareholders.
However, it is unknown how the situation will develop at the shareholder meeting. The Alphabet group said yesterday that they learned about the resumption of the conflict with Alpha only from a Kommersant correspondent. It is possible that Mr. Bidash, who, according to unofficial data, is a small shareholder of Tagmet, formed an alliance with other minority shareholders of the company and began an independent game. By the way, Mr. Baranovsky placed responsibility for filing a lawsuit in the Taganrog court on “persons affiliated with Mr. Bidash,” but not on “Alphabet.”

NIKOLAY Kommersant-IVANOV

Newspaper "Kommersant" No. 6 dated January 17, 2002, p. 5

"Alfa-eco" recounts "Alphabet"