| The fighting for Azot will take place in the best traditions of Russian corporate conflicts Gazprom did not want to put up with the loss of the agrochemical corporation (AHC) Azot. Moreover, he managed to announce the acquisition of control over it in the official financial statements according to Russian standards for 2002. However, simultaneously with the publication of these documents, it became known that the controlling stake in Azot was sold to Neftegazbank for an amount significantly exceeding Gazprom’s offer.
As the Vremya Novostey newspaper already wrote, it was about several tens of millions of dollars. Neftegazbank structures bought three companies from Azot President Georgy Briling - Eastvestinvest, Alaninvest and Grosexpo, which together own 52.65% of the shares of AHC. Mezhregiongaz, as officially confirmed by Gazprom, now owns 40.12% of the company’s shares, also purchased from Mr. Briling’s structures. The remaining 7.24% is owned by the offshore SVL Holdings, which is controlled by the former head of Azot, Boris Titov, who now heads the commission for reforming the gas market in the Russian Union of Industrialists and Entrepreneurs and plays for the Gazprom management team.
The Russian gas monopolist, for whom the matter turned out not just as a commercial defeat, but as a public humiliation, did not like this at all. This became clear on July 17, when bailiffs accompanied by employees of Gazprom and Mezhregiongaz, as well as riot police, arrived at the Azot office on Kutuzovsky Prospekt. But the epic began ten days earlier, when the Arbitration Court of the Moscow Region accepted for consideration Gazprom’s claim against Mezhregiongaz LLC, Alaninvest LLC and AHC Azot CJSC. Around these days, the corporation's employees were preparing to celebrate the second anniversary of Azot's work.
The plaintiff appealed to the court with a demand to invalidate the agreement for the purchase and sale of Azot shares dated February 13, 2003 between Mezhregiongaz and Alaninvest, as well as to cancel the changes in the register of shareholders. We are talking about 61 million shares (6.26% of shares of the authorized capital). The newspaper Vremya Novostei spoke in detail about how this happened . Gazprom also filed a request for interim measures in the form of seizure of these shares. In addition, he asked the court to prohibit voting with shares and to take them into account when determining the quorum at general meetings of Azot shareholders, as well as to transfer the register and other documentation to Regionreestr CJSC. Now the functions of the registrar are performed by the AHC itself. If Alaninvest had lost the right to vote 6.26% of the shares, then 47.4% of the shares of the “unofficial alliance” of Gazprom and the Tito offshore would have turned into a controlling stake, allowing us to seize control of the corporation.
However, Judge Gorozhanova decided only to seize these shares and prohibit their alienation. “The rest of the petition is subject to rejection, since the court finds it unfounded,” says the ruling, a copy of which is available to the editors. Having failed to achieve what they wanted in the capital, Gazprom representatives moved to the historical homeland of most of the company’s management, where on July 9, the Arbitration Court of St. Petersburg and the Leningrad Region decided to oblige Azot to transfer the register of share owners to Regionreestr CJSC. It was on the basis of this determination that the Moscow bailiff Sergei Kostarev initiated enforcement proceedings on July 16, and the next day he came to the Azot office for the relevant papers.
And the day before, an extraordinary meeting of shareholders of AHC Azot was held at Mezhregiongaz. It was conducted by Mikhail Sirotkin, the recently appointed head of Gazprom’s department for property management and corporate relations, who was elected president of Azot. According to the list of shareholders, which is contained in the register of the meeting, the authorized capital of the corporation is distributed as follows. Mezhregiongaz LLC is the owner of 46.38% of the shares, Eastvestinvest and Grosexpo each have 19.57%, Alaninvest owns 7.24%, SVL Holdings - 7.24% minus one share, which this offshore sold to Gazprom in February, when he tried to help the monopolist become a member of ZAO AHC Azot . It turned out that Mezhregiongaz and the Tito company have a controlling stake and can change management. However, Gazprom confirmed that their subsidiary owns only 4.12% of the corporation’s shares.
As an official representative of Gazprom told the Vremya Novostey newspaper, this list of shareholders reflects the distribution of shares admitted to voting. According to him, control was obtained in the absence of the arrested 6.26% of the shares. He could not explain who imposed the ban on voting with this package. Moreover, all 980.761 million rubles of Azot’s authorized capital are listed in the registration journal. That is, all shares were counted, including those arrested, although this should not have happened, according to Gazprom. Moreover, this package ended up with Mezhregionagaz.
Georgy Briling denied the data reflected in the magazine to the Vremya Novostei newspaper. According to him, the real register of shareholders of the corporation contains other information, which makes it possible to suspect the people who held the meeting of fraud. It is curious that on Friday, the chairman of the board of directors of Neftegazbank (which bought a controlling stake), Nikita Egorov, told reporters that on July 16 he met with Mr. Sirotkin and discussed Azot’s cooperation with Gazprom. And the latter did not say a word about the fact that the day before he became president of the corporation, which leads to bad conclusions about doing business at Gazprom.
So, the most interesting thing began when Mr. Kostarev came to Azot to enforce the decision of the St. Petersburg arbitration. He was accompanied by several Gazprom employees, led by a certain Igor Gerbov, in whose name the second president of AHC Mikhail Sirotkin issued a power of attorney and authorized him to represent the interests and conduct the affairs of Azot (a copy of it is also at the disposal of the editorial office). As the Vremya Novostey newspaper managed to find out, Mr. Gerbov also heads the legal department of Mezhregiongaz. According to an eyewitness to the events, when asked who he was, Mr. Gerbov first replied that he represented the president of Azot, and then identified himself as a witness. After which the first president of the corporation, Briling, who was not notified of the meeting of shareholders and the change of leadership, called the police. He also accused Gerbov of forgery of documents and forgery of the Azot seal. Based on this, the “witness” turned into a suspect from whom testimony was taken.
Mr. Briling told the Vremya Novostey newspaper that the bailiff seized only a few meaningless accounting documents. While the official representative of Gazprom claims that the register was seized and transferred to CJSC Regionreestr. Representatives of Azot do not rule out that after the story with the counting of shares before the extraordinary meeting of shareholders, a new register of the corporation may appear, which will be held by a structure close to the management of Gazprom.
“I am surprised at the impudence with which these people conduct business without paying attention to the law,” Mr. Briling told the Vremya Novostei newspaper. “I assess these actions as boundless fraud.” According to him, the corporation's lawyers are now working on the possibility of filing counterclaims. Even during judicial actions, violations were committed. In particular, claims were filed in two judicial bodies at once. In order to have the opportunity to sue in St. Petersburg, the North Wind company was invented, which also became a defendant in the second lawsuit along with Alaninvest.
A source at Gazprom, who wished to remain anonymous, admitted that a decision had been made to conduct military operations and they would take place in the best traditions of Russian corporate wars. Alexey GRIVACHS |
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