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Offshore vs. Raiders

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April 12, may be finally put an end to the case two years ago - the litigation offshore company Shades of Cyprus Limited and Savings Bank is nearing completion. Company Shades of Cyprus, acting in the interests of the holding Fosagro requires to recover from the Savings Bank for more than 3 billion rubles. The Court of First Instance Cypriots have refused, and now will be considered their appeal.

Recall that the Cyprus company holds shares in Russian enterprises "Resurrection fertilizers. In 2008, WMU has become the principal owner of URALCHEM, and all minorities were sent to mandatory buyout offer their packages. Guarantor of transactions performed Sberbank.

Deadline for offers was 70 days. During this time, the proposal URALCHEM without any problems took 69 minority shareholders. The latter, however, seventies shareholder - Offshore Shades of Cyprus Limited - said he was prevented from doing so. In connection with this company is required to recover from the Savings Bank under the bank guarantee 3.089 billion.

In this case, bids were even two - one on July 16, 2008, another - on August 5, 2008. Thus, all the minority shareholders were aware of mandatory offer URALCHEM since the mid-summer. However, according to a representative Shades of Cyprus Limited, ╚Uralchem passed the relevant documents only in the middle of autumn, almost a day closure of the second and final offer. Its term expiring on 22 October, the Russian lawyer who represented the interests of the Cypriots, he said, arrived in Uralchem October 21.

Incidentally, the Savings Bank has decided that is free from the obligations under the guarantee, since the offer from August 5, 2008, and was not accompanied by a bank guarantee. For the same reason, the court found the bank guarantee Savings low.

However, it is unclear why Shades of Cyprus had to be such a risk with the time of filing. However, other statements by the notary is puzzling.

According to him, in the office URALCHEM his documents were taken away without leaving any receipts or notes. However, the lawyer for some reason decided that he submitted documents are accepted, and informed the representative of the Shades of Cyprus Mrs. Solonetskoy GD Solonetskaya, in turn, to satisfy the oral statement of a notary. Lack of supporting documents did not bother her.

And a representative of the Cypriot company, and the court must be sure that the notary handed over documents URALCHEM, not lost them and did not address mixed up. But please do not require documentary evidence, and none better than the notary to know about it could not.

Even more surprising is that, according to " Pravo.Ru ╩, Shades of Cyprus Limited filed a lawsuit against the Savings Bank until March 2009, ie six months after completion of the offer.

To understand the reason for the delay, it is necessary to pay attention not only legal, but also on the economic side of the transaction. Shades of Cyprus Limited during the period of the mandatory offer is not really going to sell its shares of VMC. Simply put, Fosagro through its Cypriot offshore company and decided to get the money and the goods do not leave. In order to reduce the price of shares of VMC, the company actually turned off the supply of raw material (apatite concentrate) on the VMU. The plant was threatened with bankruptcy, and its 4,000 employees actually lost their jobs.

That impairment of shares in VMC was the real purpose of action Shades of Cyprus Limited, and this confirms the fact that the offshore company, as a shareholder of VMC, he voted against the approval of the transaction by the shareholders. However, it is based on lack of approval Fosagro refused to enter into a contract with VMC supply of raw materials, which is crucial for the operation of the plant.

Thus, Fosagro was beneficial to Shades of Cyprus Limited, a major shareholder in VMC, acting in the interests of Fosagro retains possession of the shares of the plant and prevented the approval of a contract of supply of apatite concentrate.

However, a week after the completion of the offer, 31 October 2008, the court ordered Fosagro contract for the supply of raw materials to the VMU. This decision came into force March 2, 2009. Thus, Fosagro was forced to resume the supply of raw materials on the VMU, and Shades of Cyprus was no longer necessary to retain stocks.

And only a day after the court decision, namely, 4 March 2009, Shades of Cyprus sued, claiming that allegedly tried to sell his stake in VMC URALCHEM in October.

Simply put, holding Fosagro until recently tried to leave myself and the plant, and the money for it. Until Fosagro was hope for the return of VMC, the Cypriot holding structure remained, and shares of the company. And when it became clear that the plant failed to derail, Fosagro under the guise of an offshore company began to demand money. And unsubstantiated claims of the plaintiff is not embarrassing.

In fact, this whole scheme - a classic example of corporate blackmail, raiding. And it develops, despite numerous statements by the authorities against such fraud. Recall that in February 2008, Dmitry Medvedev, in the rank of first deputy prime minister urged to adopt a package of anti-raider laws. In July of that year, Medvedev reiterated his call already from a position of head of state. And that same summer Fosagro started his raider scheme. In February 2009, President Medvedev has called for tough suppress raider attacks, which could provoke a crisis worsening social situation. And in early March, Cypriot structure Fosagro beginning raider blackmail Sberbank , the largest player in the social benefits and private contributions.

However, the April 12, 2010 decision of the court, may finally be cool raider fervor invader. If the Raiders allow themselves to openly ignore the position of executive and legislative powers, it's time to interfere with the judicial authorities.

Igor Evgenyev