The news surrounding the assets of Vladimir Potanin and Mikhail Prokhorov has recently increasingly resembled a theater of war. Yesterday it became known that the ONEXIM group, to which Mr. Prokhorov transferred his assets, may vote at the meeting of Norilsk Nickel shareholders on December 14 against the allocation of electricity assets. Previously, the partners agreed that Norilsk Nickel's core assets would go to Mr. Potanin, and non-core assets, including energy assets, to Mr. Prokhorov. At a meeting of the board of directors of Norilsk Nickel two weeks ago, the decision to convene a meeting of shareholders on the issue of the spin-off was supported by representatives of Mr. Prokhorov, a Vremya Novostei source close to the company said. He does not say why the businessman’s position suddenly changed.
Perhaps, a source in the electricity market argues, Mr. Prokhorov’s team simply realized that it couldn’t cope: it was unable to agree on the purchase of a controlling stake in the Far Eastern territorial generating companies that Norilsk Nickel was laying claim to, and it also failed to build a dialogue with RAO UES Russia" on the details of the implementation of investment projects in OGK and TGK, in which Norilsk Nickel owns large shares.
At Norilsk Nickel. Potanin and Prokhorov each own 22% of the shares (however, it cannot be ruled out that this summer Mr. Prokhorov could consolidate a blocking stake), another 8% of the shares are in the KM Invest fund, which the partners manage on a parity basis. It was planned to transfer non-core energy assets into a separate energy company. At the beginning of the year, Norilsk Nickel owned just over 3% of the shares of RAO UES of Russia, as well as 47% of the shares of TGK-3, 8% of the shares of TGK-1 (which were later “diluted” to 5.6%) and 28% of the shares TGC-14. In the spring, he managed to buy out more than 40% of the shares of OGK-3 and subsequently increased his stake in this company to 65%. It was planned to spin off the energy holding this fall (the name “Energo-Polyus” was even coined, since the scheme for separating assets is identical to that used to create the Polyus Gold company), and in January 2008 to list it on one of the exchanges.
However, already in the summer it became clear that things were not going well for Mr. Prokhorov’s team in the electric power industry (Mr. Prokhorov himself promptly left the post of president of Norilsk Nickel in the spring after purchasing shares in OGK-3). It was not possible to acquire new assets, nor to increase the existing stakes in OGKs and TGKs. In July, it was announced that Norilsk Nickel would limit its participation to OGK-3, TGK-10 and TGK-14. However, it is unlikely that anyone will be able to compete with Gazprom for control over TGK-10, which operates in the Tyumen region. In addition, it is quite possible that the gas concern will also lay claim to TGK-14. Thus, the only energy asset in which Energo-Polyus will own a controlling stake will be OGK-3. Such a clear failure of the initial plans obviously forced Mr. Prokhorov to radically change his plans. Recently, his colleague, Vice President for Energy Yulia Basova, left Norilsk Nickel. Now the electric power industry in the company is de facto supervised by the managing director of Interros, Andrey Bugrov, who is a member of the board of directors of RAO UES. He managed to attract the former head of Power Machines, Igor Klochko, to Norilsk Nickel - he was recently appointed to the post held by Ms. Basova.
The next step towards creating an energy holding should be a meeting of the board of directors of Norilsk Nickel on November 2, at which the list of energy assets to be withdrawn will be approved. Most likely, the list will be approved, according to a source close to the company. And in December, shareholders will decide whether they need a separate energy company.
However, if at an extraordinary meeting of Norilsk Nickel shareholders the ONEXIM group votes against the spin-off of energy assets, then it will have the right to sell its shares to the metallurgical company at a price of 5.3 thousand rubles. per piece. Yesterday on the RTS they cost 289 dollars (7158 rubles), on the MICEX - 7150 rubles. However, the repurchase will be carried out in February-March next year, and investment bank analysts consider the current price to be somewhat overpriced, since, in their opinion, it was formed as a result of the purchase of securities by Mr. Prokhorov’s structures and expectations that the purchase will sooner or later be continued, but now by the structures of Mr. Potanin. In principle, if Mr. Prokhorov decides to sell Norilsk Nickel shares, they will go on the balance sheet of the company itself, and in this case it will de facto be controlled by management. However, of course, such a scenario is unlikely, because the process of “divorce” of businessmen does not yet imply such a friendly gesture.