Rusal won first major victory for the year of the conflict of shareholders of GMK Norilsk Nickel, in which it owns 25%. The company managed to block the buy back of "Norilsk Nickel” and the sale of its shares in Trafigura, as well as to ban all the voting shares, controlled by GMK itself. As a result, in March the alignment of forces at the extraordinary meeting of shareholders of Norilsk Nickel may change for the benefit of "Rusal" - and he has a chance to restore and even strengthen its position on the board of directors of GMK.
Rusal said that the court of Nevis island decided to impose interim measures in respect of Corbiere and Raleigh - subsidiaries of GMK Norilsk Nickel, registered on the island. According to Rusal, those measures include a ban on the ballot of shares in Norilsk Nickel owned by Corbiere and Raleigh, as well as any disposition and transfer of these shares. In addition, the court blocked the transaction on sale of 8.54% shares of GMK to trader Trafigura by subsidiaries of Norilsk Nickel.
In Norilsk Nickel clarified that they also prohibited the completion of repurchase of about 7.3% shares of the company (buy back), who carried out by the same Corbiere. According to Kommersant’s sources familiar with the situation, the company managed to buy about 60% of the buy back, including those presented for ADR redemption. Rusal explained that they appealed to the court "to prevent damage arising as a result of repurchase of shares of GMK, and transactions with Trafigura. Security measures remain in force until March 2, until the next hearing.
Norilsk Nickel called the Rusal's actions "a deliberate policy to discredit the company, undermining its shareholder value and breakdown of management, using widely known methods of corporate blackmail the 90’s in Russia." GMK management believes that there are no grounds for interim measures available. According to the company, Arbitration of Krasnoyarsk region had previously denied introduction of LLC “Rusal Upravlenie Investiciyami” (‘Investment Management’). Interros (which owns 25% stake in GMK) believe that "Rusal" abused its rights of a shareholder. "
Interim measures can significantly affect the balance of power in the extraordinary meeting of shareholders of Norilsk Nickel, scheduled for March, 11 to re-elect the board of directors of the company. This is another stage of the shareholders’ conflict in GMK. It began a year ago, when Oleg Deripaska announced his candidacy for the Board of Directors of Norilsk Nickel, which Interros regarded as a breach of a settlement agreement between the shareholders. Then Rusal insisted on paying dividends of "Norilsk Nickel" in the amount of 115% of the profits. Management of GMK spoke strongly against, and Interros has supported the company's management. The conflict came in the open phase on 28 June, when by the annual meeting of shareholders of MMC Rusal lost one seat on the board of directors of the company (an extraordinary meeting on October 21 did not change the situation). Meeting in March was another attempt by Rusal to get restored in the board of directors of Norilsk Nickel.
Kommersant № 21 (4562) on 02/08/2011