Investments - New privileges the Autovase
so not ordinary event as the All-Russia check auction on sale of actions of the Volga car factory, could not to take place, certainly, without interesting details. On February, 4th, three days prior to the demands acceptance termination, the chairman of the State Property Committee Anatoly Chubays has signed the order #255 - r, changing the plan of privatisation of joint-stock company “ Autovases “. As a result of the changes brought in the plan the Automobile All-Russia alliance (AVVA) has received (hors concours) 7 % of actions of privatised car factory (from among the actions intended for sale at investment competition).
Besides, at “ the Autovase “ and the State Property Committee - this department should confirm “ Position about an order of carrying out of investment competition of joint-stock company ` Autovases ` “ - there was a possibility to sell at competition okolokontrolnyj a share holding.
at first small digression to history. Many key stages aktsionirovanija and privatisations “ the Autovase “ - the unique enterprise bringing clearly visible contribution to the Russian economy, - have been connected with names of statesmen of the high rank and occurred for the first time in the all-Russian privatisation practice. So, for the first time the working commission on enterprise privatisation was headed by the chairman of the State Property Committee of Russia, for the first time under the nominal decree of the president the enterprise has received a number of privileges at privatisation (possibility to convert preference shares of workers of the enterprise in ordinary and etc.) . However to a culmination stage of check privatisation - to the All-Russia auction - “ Autovases “ has approached after many and many large enterprises and consequently could use for observance of the interest by already fulfilled receptions.
it also has made it. Almost literally repeating courses of recently on sale oil giants (see ## 47, 49 for 1993), “ Autovases “ has received the status of the organizer of auction on sale of the actions, and before the demands acceptance termination took and has changed in the State Property Committee the privatisation plan.
about unconditional illegality of change of the plan of privatisation during check auction - a bit later (more recently, declaring reprimand to the assistants Peter Mostovomu and Dmitry Vasilevu for history with “ Yuganskneftegaz “ Anatoly Chubays has specified at the order in inadmissibility of modification of plans of privatisation during carrying out of check auction). For now we will understand, who and that has received with an exit of this order changing the plan of privatisation.
first of all, 7 % of actions “ the Autovase “ has received joint-stock company AVVA. It is interesting that these actions AVVA for a long time considers as the (in the prospectus of issue AVVA registered still on November, 10th, 1993, we read: “ the joint-stock company ` the Automobile All-Russia Alliance ` belongs 1500000 ordinary registered stocks of joint-stock company ` Autovases `... That makes 7 % of an authorised capital stock of joint-stock company ` Autovases ` “) Though the transfer fact has come true only on February, 4th.
in the decree #2286 from December, 24th, 1993 “ About measures of the state support of joint-stock company ` the Automobile All-Russia Alliance ` “ the president agrees with a certain initiative of the Russian federal fund of property - is not told, with what. And here before closing of check auction there is Anatoly Chubays`s order where it is already accurately specified with what the State Property Committee agrees: with the decision of the president and the Russian federal fund (and what to do to chairman GKI how to disagree with decisions of the president). For the first time in this document it is distinctly written that it is a question of entering into authorised capital stock AVVA of 7 % “ the Autovase “ and, accordingly, about reduction of quantity of the actions exposed on investment competition (for competition there is 15,5 percent of shares instead of 22,5). (About AVVA see #4.)
But the most interesting part of the order all - taki is not ratification for a long time as a matter of fact the made infringement of the law. Where other point is more sensational: under order GKI in “ Position about an order of carrying out of investment competition of joint-stock company ` Autovases ` “ it is authorised to include a following condition of sale of a share holding: the joint-stock company is obliged to spend the second issue according to order GKI 151 - r from January, 28th, 1993. For the majority of our readers who are not remembering by heart all epoch-making orders GKI, we will explain that it means. It means sale okolokontrolnogo a share holding of the largest industrial enterprise of Russia to the winner of investment competition - without someone`s (except, truth, the State Property Committee) on that of the consent. In particular, have not asked the consent today`s shareholders - more than 300 thousand workers “ the Autovase “ - several honeycombs thousand participants of check auction, especially the Ministry of Finance or GKAP.
we Will remind the order fixed by named order GKI. After entering by the winner of investment competition of the investments of joint-stock company promised to it is obliged to register the second issue and to increase an authorised capital stock by the sum of the brought investments, having transferred all new stock to the investor. As a result the investor strengthens the positions, receiving in addition to the package of the action of the second issue got at competition.
we will assume, the winner of competition invested 10,5 mlrd roubles (about $7 million) - the sum equal to half of an authorised capital stock “ the Autovase “. Now he has the right to demand authorised capital stock expansion on 50 % and transfer to it of actions of the second issue for the same sum. The share of actions of the second issue in the increased authorised capital stock will make 33 %, that is all at the winner of competition will concentrate more than 43 % of actions (33 % plus of 15,5 % of actions of the first issue which have turned approximately in 10 %). Shares of other shareholders of the privatised enterprise accordingly decrease: Workers of the enterprise instead of 25 % will possess only 17 % of actions, 10 % distributed on the closed subscription will turn to 6,7 %, as much remains in fund aktsionirovanija workers of the enterprise, and 5 - the percentage option of administration will decrease to 3 %. The share of winners of the All-Russia check auction in a new authorised capital stock will not exceed in that case 18 %. Hence, the investor will have a controlling stock “ the Autovase “.
And some words about privatisation terms “ the Autovase “. According to the order, definitive date of summarising, “ considering a considerable quantity of the actions which are taken out on check auction... And necessity of an exception of errors for definition of results of check auction “ it is transferred for March, 21st, that is approximately for a month afar. vazovtsy have added to itself on summarising even two hours: Under data from informed sources, they managed to organise closing of the Moscow place of acceptance last day (on February, 7th) at two o`clock earlier - and such simple way to cut several large investors. Those gathered - in the best traditions of check auctions - a tax the demands at the last moment.
for the sake of justice it is necessary to notice that the State Property Committee has agreed not with Leonid Valdmana`s preparing the project all offers, the adviser “ the Autovase “ on the privatisation, the general director who have become later by the assistant “ the Alliance “. The point on restriction of number of participants of investment competition has dropped out. In the project appeared what participate in the auctions legal bodies, " can only; in which charter manufacture of cars, and the registered authorised capital stock of participants is provided... Should be not less than 200 mlrd rbl. “. As though the described signs guarantee conscientiousness of the participant and performance of the investment program by it! (By the way, maneuver with restriction of number of participants of auction or competition is strictly forbidden at a privatisation dawn by special order GKI signed by Anatoly Chubays.)
Recently often wrote about change of plans of privatisation to time or after the termination of demands acceptance for participation in check auctions and marked perversity of such actions. In most cases the sense of changes (whatever high state interests they were explained by officials) consisted in helping this or that participant to get a necessary share holding - and to define the future owners of the enterprise. The categoriality of this statement is defensible: time or two experts still could believe that in respect of privatisation is suddenly found out “ a hole “ - the underestimated property or any other error objectively demanding correction. However recently similar cases repeat so often that in accidents to believe already difficultly - and illegality of these acts starts to be an eyesore simply.
Change of the plan of privatisation before the termination of demands acceptance for check auction directly contradicts the norms fixed by the decree of the president in the new program of privatisation. A direct gratuitous transfer of stock “ the Autovase “ in authorised capital stock AVVA contradicts the whole set of various documents on sale of actions of joint-stock company of the open type created in the course of privatisation, since the law on privatisation (here the list of these documents: the governmental orders #547 from August, 4th, 1992, #757 from August, 10th, 1993, order GKI #1602 from September, 15th, 1993) .
That else it is possible to tell, besides, that the order absolutely illegally? It gives almost full guarantee of that to the winner of competition the controlling stock " is on sale; the Autovase “. Especially interesting, who will appear this winner: probably, of course, that “ Autovases “ covers road a cloth itself without knowing whom is but to believe in it difficultly.
hearings about it goes much, we will note only two. In - the first, during enough long time periodically it became known about negotiations “ the Autovase “ from General Motors. But GM the appetite to Russian industrial maetnostjam, apparently, has already satisfied, having signed the memorandum of intentions with vazovskim offspring AVVA.
In - the second (that is much more sensational), say that investment competition will be won besides by company AVVA which have before our eyes presented 7 % of actions “ the Autovase “ and which like would beat off at “ Autovase “ the perspective American partner. For AVVA the reason in such turn of events is: to it are necessary vazovskie capacities for manufacture of accessories to the “ to the national car “. But for “ the Autovase “ no reason is present: at AVVA while simply there is no money, that is “ the Autovase “ it is necessary most to finance participation of the Alliance in competition. Yes, thus g - n Kadannikov will redeem itself - but really to such degree investments are not necessary to it?
however, solutions to wait not for long - on March, 17th we learn it. It was interesting, of course, how much in this solution the State Property Committee management before signing of the order #255 - r - but it we is devoted, perhaps, we do not learn and on March, 17th.
NATALIA - KALINICHENKO