And the company’s minority shareholders are again waiting for an offer

The FAS allowed Mikhail Prokhorov's offshore Ragato Management to buy a 30% stake in Quadra, which the businessman has been trying to sell since 2011. According to unofficial information, Mr. Prokhorov’s structures have already consolidated 81% of Quadra’s shares, which obliges them to make an offer to minority shareholders, which they have avoided since 2008. At the same time, the upcoming resolution of the plenum of the Supreme Arbitration Court may force Mikhail Prokhorov to offer Quadra minority shareholders a price significantly higher than the current market price.

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Photo: Kommersant / Oleg Kharseev

Photo: Kommersant / Oleg Kharseev / buy photo

On Friday, the FAS announced that it had granted the request of Ragato Management Ltd (British Virgin Islands) to acquire a 30% stake in Quadra. Ragato belongs to Mikhail Prokhorov: he stated this in his declaration submitted when registering as a presidential candidate in 2012.

Mr. Prokhorov's ONEXIM group bought a 48.6% stake in Quadra (then TGK-4) in 2008 at the sale of assets of RAO UES of Russia for 26 billion rubles. The share was owned by Cypriot Onexim Holdings Ltd, but in April it was transferred to a subsidiary, Joule Energy Ltd. At the same time, according to a Kommersant source familiar with the situation, ONEXIM indirectly owns about 81% of Quadra. ONEXIM refused to explain which stake the holding owns.

A source close to the group said that the deal to purchase Quadra shares from Ragato is a “technical operation.” It is aimed at the pre-sale consolidation of ONEXIM's stake in the energy company, another Kommersant source clarifies. Mikhail Prokhorov planned to sell shares of Quadra back in 2011. Inter RAO showed interest in the package, but the FAS did not approve the deal. This year, the service also blocked the purchase of Quadra by Gazprom Energoholding (GEH). Yesterday, GEH told Kommersant that they are still busy purchasing MOEK and a deal with Quadra is not on the agenda. Oleg Deripaska's Eurosibenergo, whose ex-general director Evgeny Fedorov spoke in June about the company's interest in Quadra, declined to comment yesterday.

The deal with Ragato again raises the question of a mandatory offer, which ONEXIM has successfully avoided since the acquisition of Quadra. David Hern, director of the Spring fund (owns about 5% of Quadra shares) confirmed to Kommersant that ONEXIM structures did not issue an offer to minority shareholders. He does not exclude that the offer will now be announced, but whether the minority shareholders will accept it will depend on the conditions - the weighted average price of Quadra shares for six months is significantly lower than the price of securities under the canceled offer in 2008 (2.7 kopecks per share). Now an ordinary share of Quadra on the MICEX costs only 0.33 kopecks.

According to Artur Rokhlin, partner of the law firm YUST, if there is an affiliation between the buyer and seller, there is no obligation to issue an offer. But this means that the obligation arose earlier, when a transaction was completed to purchase shares by a structure affiliated with Onexim Holdings, which already owns 49.99% of Quadra, as a result of which they jointly owned more than 50%. Partner of the law firm "Nektorov, Savelyev and Partners" Alexander Nektorov notes: as soon as the owner of the shares became an affiliate with the owner of the package due to which the threshold of 50% was exceeded, he had to make an offer, and as soon as he became an affiliate with the owner of 30% , he also has obligations under the offer because the 75% threshold has been crossed. At the same time, Mr. Nektorov notes, the purchase price from other shareholders is calculated based on the weighted average share price for six months from the date tied to the mandatory offer. “Some buyers were cunning and deliberately sent a mandatory offer much later than the onset of such an obligation, waiting for the price to fall,” says the lawyer. “But the Supreme Arbitration Court in its draft resolution of the plenum (not yet approved . - Kommersant ) adheres to the position that the purchase price shares should be calculated precisely at the moment when the buyer was obliged to send the offer to minority shareholders, and not at the time of its actual sending."

Natalya Skorlygina

Mikhail Prokhorov consolidates Quadra