The Altimo Fund, which manages the telecommunications assets of the Alfa Group investment consortium, accused the Norwegian Telenor and the Nagib Sawiris Weather group of violating the charter of the cellular operator Vimpelcom Ltd (operating in Russia under the Beeline brand). Alpha's statement was sent to the US Securities and Exchange Commission (SEC).

Altimo's claims were caused by the February redistribution of shares between the Norwegian concern and Sawiris.

On February 15, Telenor increased the share of voting shares in Vimpelcom from 25.01% to 36.36%, purchasing 234 million preferred shares from an Egyptian businessman for $374.4 million (according to the charter of Vimpelcom Ltd, preferred shares can vote). As a result of the transaction, Weather's voting stake was reduced from 29.63% to 18.28%. Altimo's voting share remained at 25%. Telenor still has an option on 71 million preferred shares of Vimpelcom, which Weather now owns.

Altimo claims that Telenor and Weather formed a group that has collected more than 50% of the shares of the mobile operator. This wording obliges them to make a mandatory offer to buy out Vimpelcom shares from minority shareholders. Altimo declined to comment further.

Vimpelcom's capitalization on the New York Stock Exchange on Tuesday is $11.56 billion.

There was no offer, since Sawiris's Weather has the status of Nominating Shareholder in Vimpelcom. The SEC materials indicate that this status obliges the company not to use its securities to change the controlling shareholder, as well as to increase the number of seats on the board of directors beyond the approved limit. And Chapter 16 of Vimpelcom’s charter, which Altimo refers to, relieves a shareholder with such status from the obligation to put up an offer to buy out securities from minority shareholders. But shareholders who violate the mandatory offer requirement are deprived of the right to vote their shares and receive dividends on them.

Altimo insists that after the Telenor deal, the special status cannot be applied to Weather.

“Altimo’s demands are groundless,” the Norwegian company told Gazeta.Ru. “Telenor and Weather are not a group and have no obligation to repurchase shares.”

The Alpha Fund demanded that Vimpelcom take immediate action to investigate the situation, and also “consider the possibility of ending the ongoing violation of Chapter 16 of the company’s charter.” But Altimo admits that at present they will not be able to make an offer to minority shareholders Telenor and Weather. Earlier, following a claim by the Federal Antimonopoly Service, the Moscow Arbitration Court prohibited VimpelCom (part of Vimpelcom Ltd) from implementing decisions of the shareholders meeting. In particular, dividends for 2011 were blocked, and the board of directors of VimpelCom was prohibited from exercising its powers.

The FAS's claims were also caused by the February deal between Telenor and Sawiris' structures.

The department believes that the transactions were carried out in violation of the law on foreign investment in strategic companies: an increase in Telenor’s stake in the capital of Vimpelcom Ltd, which controls the Russian cellular operator VimpelCom, requires the approval of the government commission on foreign investment. The approval was received back in 2010, Norwegian investors retorted.

“Another friction is beginning between shareholders, which could negatively affect Vimpelcom, which is already suffering from interim measures of the antimonopoly service,” complains Alfa Bank analyst Yuliy Matevosov .

But it is difficult to prove that Altimo and Weather are affiliated structures, says Alexander Vengranovich from Otkritie. “These are independent structures, with different shareholders and different goals. And in order to prove conspiracy, it is necessary to provide indisputable facts,” he noted. For example, consistency of actions when making decisions on the board of directors or data from personal correspondence between company managers, added Andrey Zelenin , partner at the law firm Lidings .

Altimo's demands are an attempt to put pressure on the price of Vimpelcom shares on the eve of the conversion of preferred securities into ordinary ones, Telenor believes.

Previously , Gazeta.Ru sources reported on Altimo’s plans to increase its stake in Vimpelcom by purchasing a package of preferred securities and converting them.

The conversion procedure allows shareholders to retain their voting share after the redemption of preferred shares. In order to exchange preferred securities for ordinary ones, you need to pay their full price by a certain date.

Previously, Altimo sold 123.6 million preferred securities to the structures of Rusnano top manager Oleg Kiselev , then the package was resold to the Bertofan Investments fund, associated with Ukrainian businessman Viktor Pinchuk . Market participants did not rule out that the transactions were carried out in the interests of Alfa; the companies denied this. The conversion of this package costs about $1.2 billion.

The terms of the sale of the stake provided for a moratorium on repurchase until June 11, 2012. From this date, Altimo can begin purchasing securities, and on October 15 convert preferred shares into ordinary shares at the market price, Telenor noted.

So far, quotes have not responded to the escalation of the corporate conflict. The shares rose 0.55% to $7.28 per share.

Fridman found collusion in Vimpelcom