Translated material
"Divorce" is a delicate matter
Vladimir Potanin will manage Interros and its assets alone
Vladimir Potanin and Mikhail Prokhorov agreed yesterday on how they would divide assets in the future . First, they decided that Mr. Potanin would now be the sole owner of the Interros management company and would buy out Mr. Prokhorov’s share in it. And secondly, they decided to create a board of directors in the KM Invest fund, which owns the group’s main assets totaling $11 billion. Mr. Potanin became the chairman of the board. The council, as follows from the joint press release of Interros and the ONEXIM group (created by Mr. Prokhorov), will include representatives of both oligarchs in equal shares. It is this body, in fact, that will now decide which of the partners will get which assets. And if the decision is not made, the asset will be automatically sold.Gg. Prokhorov and Potanin directly own 22% of the shares of Norilsk Nickel and Polyus Gold (over the summer, Mr. Prokhorov is believed to have increased his stake to a blocking stake in the Norilsk company), as well as 49.9% each of KM Invest". The KM Invest Fund, in turn, through a number of offshore companies, owns 8% of the shares of Norilsk Nickel, 7.6% of the shares of Polyus Gold, 69% of the shares of Rosbank, 55.6% of the shares of the Open Investments company, 100 % of the shares of Profmedia, 100% of the shares of Interros Estate, 30.4% of the shares of Power Machines (more precisely, with the proceeds from the sale of these securities to the structures of Alexey Mordashov), 98.1% of the shares of the Rosa Khutor company, 87.7% of shares of the Soglasie insurance company, 25.8% of shares of RUSIA Petroleum and other assets and funds. The assets of KM Invest are managed by the Interros company (the composition of shareholders is the same as in KM Invest), which is headed by Mr. Potanin.
When the “divorce” was announced in the spring, the partners said that the controlling stake in Norilsk Nickel would go to Mr. Potanin, and Polyus Gold and the electricity assets spun off from Norilsk Nickel would go to Mr. Prokhorov. The assets of KM Invest were supposed to be divided equally.
But the “divorce” has stalled in the last few months. Mr. Prokhorov began to hint that the property division scheme is not a dogma. Information has appeared that the state-owned ALROSA is going to absorb Polyus Gold. And the ONEXIM group, as market sources said, consolidated a blocking stake in Norilsk Nickel, and in terms of management, Mr. Prokhorov had priority over Mr. Potanin. Which Mr. Prokhorov did not fail to take advantage of - in two weeks, at an extraordinary meeting of shareholders of Norilsk Nickel, he is going to join the board of directors of the company (now the board is de facto controlled by Mr. Potanin). In turn, Mr. Potanin, declaring his commitment to the original agreements, began to say that disagreements had arisen regarding the method of dividing the property located in KM Invest.
Yesterday, it seems, the parties managed to resolve these differences peacefully. The businessmen, as stated in the joint press release of Interros and the ONEXIM group, signed an agreement according to which, firstly, the general director of KM Invest is changing. Elena Barbasheva, who was close to Mr. Prokhorov, who held this post, will remain only the owner of 0.001% of the fund’s shares, and Rafael Akopov will become the acting general director. Secondly, decisions at KM Invest will now be made not by one general director, but by a board of directors, where there will be an equal number of representatives of the parties, and it will be headed by Mr. Potanin. “The shareholders of KM Invest determined the procedure for further management of joint assets and approved the procedure for closing the funds, as well as the sale of their individual assets, which can be initiated by any of the shareholders,” the press release says. Thirdly, the Interros company that manages all the assets of KM Invest, according to the agreement signed yesterday, will go to Mr. Potanin, which means that it is he who will solely control all financial flows, which is also important.
ONEXIM could not be reached for comment yesterday. And at Interros, Vremya Novostey stated that so far they are only talking about the mechanism for dividing the business between partners, but the assets still have to be divided. The company indicated that it still adheres to the “divorce” principles announced in the spring. Interros declined to comment in more detail.
A source close to one of the businessmen explained to Vremya Novostey that “the procedure for further asset management” implies the division of KM Invest’s property at meetings of the board of directors. He said that when discussing this order, it was solely about unanimous approval of the exchange. If the parties fail to reach a consensus, then a decision-making mechanism is prescribed for each asset. In particular, it provides that if within four to five months the businessmen are unable to reach an agreement, the fund is liquidated (i.e., the asset is automatically put up for sale, and the proceeds are divided in half). Also, each party has the right to immediately raise the issue of selling an asset.
Thus, it is clear that before the presidential elections. Prokhorov and Potanin will divide or sell assets worth $11 billion. However, obviously, the signing of the agreement does not mean that the confrontation between businessmen is over. Apparently, it will become easier for them to divide assets that are not important to them. But so far no one can predict what solution they will find in the situation with Norilsk Nickel and Polyus Gold.