Urgency fee

Vladimir Putin will have to personally decide the fate of the controlling stake in SIBUR

The haste with which SIBUR managers tried to carry out a deal to buy out a controlling stake in SIBUR Holding from Gazprombank turned out to be unnecessary. The deal, which was planned to be structured through the Cypriot offshore Hidron Holdings, was subject to the law restricting foreign investment in strategic industries that came into force on May 7. This is stated in the investment memorandum of Gazprom (formally, the petrochemical company is still consolidated in the group reporting of the concern).

In accordance with the law, to complete the transaction, managers must obtain the approval of a special government commission, which was headed personally by Prime Minister Vladimir Putin in early July. The Gazprom memorandum also notes that the procedure for obtaining such approvals has not yet been developed. “We understand that Hidron Holdings intends to take all necessary actions to obtain federal approval of the transaction,” the document says. Nevertheless, a complication undesirable for the initiators of the purchase and sale has already disrupted the completion of the transaction, postponing it indefinitely.

But most importantly, now Vladimir Putin, who at one time did not allow the controlling stake in SIBUR to be taken away from Gazprom into private hands, will have to officially give permission for the sale of the holding to management under very strange conditions and under rather dubious circumstances. In addition, back in May, in one of the informal conversations with journalists, a high-ranking Kremlin official expressed bewilderment regarding questions about the upcoming deal and argued that the controlling stake in SIBUR remains under the control of Gazprom.

As is known, on April 22, a group of top managers of the holding, led by President Dmitry Konov, notified the company’s board of directors of their intention to negotiate with Gazprombank, which owns almost 75% of SIBUR shares, on the buyout of a controlling stake. Negotiations passed with lightning speed: within a week a memorandum on the terms of the deal was signed with the bank. According to them, Hidron acquires 50% plus one share for 53.5 billion rubles, pays only 16.3 billion rubles at once, and another 11.9 billion rubles. within three months after signing the contract. The investment company United Capital Partners helps top managers raise this money. And the remaining amount (exactly half of the transaction price) is actually financed by Gazprombank itself, providing a three-year loan to Hidron. Despite the fact that at the end of last year, SIBUR Holding earned about 25 billion rubles. net profit. Neither the seller nor the buyer clearly explained the reasons for the obvious rush. From the outside, it seemed that the participants in the deal were in a hurry to implement it before the inauguration of the new president. Perhaps they also took into account the entry into force of the new law.

The law “On the procedure for making foreign investments in business entities of strategic importance for ensuring the defense of the country and the security of the state” came into force on the day when Vladimir Putin officially transferred the powers of the head of state to Dmitry Medvedev. According to this act, the acquisition by non-residents of shares of companies operating in 42 strategic industries must be approved by a special government commission.

As Victoria Lazareva, head of private investment at United Capital Partners (who is the organizer of the transaction and a financial consultant to the potential buyer of SIBUR shares), told Interfax, “we are working with lawyers to clarify whether our transaction will require special permission under the new law on investments in strategic enterprises.” . According to her, the company does not expect any serious problems for the deal: “Firstly, the volume of SIBUR’s activities that fall under the definition of “strategic” is insignificant. Secondly, in any case, the beneficiaries of the Hidron company are Russian individuals - top managers of SIBUR."

According to Vremya Novostei, although petrochemicals is not one of these industries, a number of subsidiaries of SIBUR Holding have assets that are subject to the law. Namely, we are talking about an 18-kilometer section of the main gas pipeline, which belongs to Siburtyumengaz, measuring equipment at Tomskneftekhim and a line for the production of non-woven material for defense purposes at one of the holding enterprises. Thus, the purchase of SIBUR shares by the Cypriot Hidron without the sanction of the commission headed by Putin will be considered void on the basis of current legislation. And the fact that the beneficiaries of the offshore are five Russians, top managers of SIBUR, apparently, does not eliminate this risk. Representatives of Hidron and SIBUR itself refuse to comment.

“Our new department, which was created specifically to provide information support for the activities of the government commission, has been working for a month now. But we have not received any applications from SIBUR (more precisely, from Hidron Holdings to purchase shares of SIBUR. - Ed. ), "Svetlana Levchenko, head of the FAS Foreign Investment Control Department, told Vremya Novostei. According to her, first the company must provide all the necessary documents for the transaction, and only then the commission will decide whether a controlling stake in SIBUR can be sold to Hidron Holdings. “The procedure has been established. There are no problems, so as soon as all the necessary documents arrive, we will resolve this situation,” said Ms. Levchenko. At the same time, it is not at all necessary that in order to sanction the deal, it will need to be personally approved by the chairman of the commission, Prime Minister Vladimir Putin, she believes. “Depending on the circumstances, the size of the package, the subject composition and many other points, a number of transactions will be submitted to a meeting of the government commission, but some transactions may be carried out without this decision. It depends on the specific conditions and criteria for the transaction,” explained Svetlana Levchenko. “If the decision of the government commission is not required, then they will issue an appropriate conclusion.” Two weeks ago, the head of the FAS, Igor Artemyev, stated that the service, until the development of an official application form, is not able to accept applications from foreign companies for their participation in enterprises operating in strategic industries. However, according to Vremya Novostei, there is no such approved form yet, which, in fact, does not allow Hidron to submit an official notification.

Unforeseen difficulties with the implementation of the transaction do not prevent the president of SIBUR Holding, Dmitry Konov, who continues to remain on vacation at his own expense (so as not to create a conflict of interest during negotiations and registration of the purchase and sale of company shares), from talking about further increasing the stake in SIBUR. He told reporters that the option of exchanging the holding's tire business Amtel and OJSC SIBUR-Minudobreniya for a blocking stake in SIBUR owned by Gazfond is being considered. “The option of an exchange with Gazfond is being considered. “He’s not bad for us,” he said. “Several options are being considered - exchanging Gazfond’s share only for SIBUR-Minudobreniya shares, only for Amtel shares, or both options together.” At the same time, Hidron has nothing to do with SIBUR’s assets at all, and it is unclear on what basis it plans to increase its future stake by selling part of the holding’s assets. Based on the price of the controlling stake agreed with Gazprombank, the shares held by Gazfond should be worth at least 27 billion rubles. According to Mr. Konov's estimates, for the entire stake in the united tire company (60.5%), management can count on 15-18% of SIBUR shares.

Alexey GRIVACH, Kirill MELNIKOV