Rus News Journal

Opposition of shareholders Nornikelja harms to company business

On Friday, on August, 8th, passes the next session of board of directors of Open Society GMK Norilsk nickel which participants should consider the problem on appointment of the general director of the company. In the middle of the last week there was an information on intention of the chairman of board of directors of the company Vladimir Potanin to make replacement of the general director and to appoint to Vladimir Strzhalkovsky`s until recently heading Federal agency on tourism this post. It will be the second change of the general director for the last month. Earlier V.Potanin has noticed that the labour contract which is supposed to be signed from V.Strzhalkovsky, will be similar to the prisoner with eks - the general director of the company Denis Morozovym.

we Will remind, board of directors Nornikelja on July, 7th 2008. Has selected the general director of the company of the representative Interros Sergey Batehina instead of D.Morozova. On July, 18th D.Morozov has officially stopped to fulfil duties of the general director Nornikelja and on July, 21st to discharge of duties of the general director Nornikelja S.Batehin has started.

in turn OK RUSAL owning 25 % plus two actions GMK, the day before zavedanija board of directors has declared that at session intend to vote against V.Strzhalkovsky`s election as the general director of Open Society GMK Norilsk nickel . Now in board of directors Norilsk nickel consisting of 9 persons, three representatives of the aluminium company enter. OK RUSAL Considers that similar practice of frequent change of the general director and appointment to this post of the people who do not have something in common neither with metallurgy, nor with management of the large industrial holding which actions bargain at the international stock exchanges, contradicts principles of corporate governance and puts serious economic and reputatsionnyj a damage of the company and to its shareholders.

Besides, RUSALu the reasons and the purposes of appointment planned by V.Potanin are not clear. The aluminium company in the statement notices that after meeting of shareholders in June 2008., in which RUSAL for the first time has taken part as the owner of a block package Nornikelja and elections of new board of directors, all power in GMK on - former is in V.Potanin`s hands .

We consider that Norilsk nickel - the company possessing in huge potential. Its full realisation becomes possible only when at extraordinary meeting of shareholders for which convocation acts OK RUSAL the expanded structure of board of directors into which will enter on - to the present independent directors will be selected, and will head this council the independent chairman - it is told in statement RUSALa. According to OK, such board of directors will direct the efforts to maintenance of dynamical development of the company and growth of its capitalisation in interests of all shareholders, including at the expense of appointment to the post of the general director of the highly professional expert of world level.

at the same time in Interros count that a variant with V.Strzhalkovsky`s appointment to a post of general director GMK Norilsk nickel will help the company to get the state support in a creation question on base Nornikelja the international it is mountain - the metallurgical company. Interros considers that this nominee could suit all shareholders and provide balance of interests. V.Strzhalkovsky has accepted the offer on promotion of its nominee on a post of the general director is mountain - the metallurgical company.

RUSAL considers necessary to spend detailed check of joint-stock structure Norilsk nickel in particular, the fact of possession of the company Interros share holding GMK exceeding 30 %, for revealing of possible infringements of the legislation and for the purpose of protection of the rights of minority shareholders.

Besides, OK RUSAL has demanded from Interros to comment on a situation with the offer on purchase of 16,66 % of actions Nornikelja about which presence in the beginning of week spoke Oneksim .

In Interros have declared that the chairman of board of directors and shareholder GMK Norilsk nickel Century Potanin and supervised by it Interros any new transactions with the chairman of group Oneksim Michael Prokhorov under actions Nornikelja and the Gold Pole do not prepare and do not make . In the company have explained that M.Prokhorov in April - May 2008. Has not executed the obligations to V.Potanin on the conclusion of some transactions with actions of these two companies. thereupon V.Potanin and Interros any new transactions with it do not prepare and do not make - it is underlined in the message.

we consider that group public statements Oneksim mislead the market and are directed on a manipulation by actions, - it is told in the statement. Interros as the shareholder Norilsk nickel Has suggested this company to make corresponding inquiry in regulating bodies to receive an official estimation to M.Prokhorov`s actions as the councillor of directors Norilsk nickel it is marked in the message Interros .

Interros considers inadmissible statements RUSALa about Norilsk nickel and Interros . we Consider statements RUSALa about Norilsk nickel and Interros as inadmissible for the shareholder of the public company. RUSAL, and without having signed the agreement on confidentiality which to it several months ago has directed Norilsk nickel has selected tactics of public discredit of the company. Similar actions conduct to capitalisation decrease Norilsk nickel also cause a damage to its shareholders - it is underlined in the message Interros .

we Will remind, on August, 5th 2008. Group Oneksim has informed that finishes process of consolidation of 16,66 % of actions GMK Norilsk nickel also intend to realise to V.Potanin`s its structures within the limits of the offer put forward by it. Oneksim has estimated a sum of transaction in 10 mlrd dollars (315 dollars/ the action) which should be paid by money resources at a rate of 6,5 mlrd dollars and 35,2 % of actions of Open Society the Pole Gold (3,5 mlrd dollars) Belonging at the moment to V.Potanin`s structures. Any comments from Interros and RUSALa that day has not followed. However on August, 7th RUSAL, owning a block package in Nornikele has accused V.Potanin of consolidation of 30 % of actions Nornikelja .

the Analyst of Bank of Moscow Yury Volov notices that candidates for board of directors GMK, put forward Interros at last meeting of shareholders have got support of holders hardly less than 35 % of actions Nornikelja and it can testify both about correctness of assumptions RUSALa, and that V.Potanin`s company peredsobraniem managed to find allies among large minoritariev GMK, so offers from Interros to wait hardly costs.

to vote for V.Strzhalkovsky the analyst considers Refusal RUSALa as the extremely negative news to papers Nornikelja . V.Strzhalkovsky`s Nominee earlier represented compromise, after statements RUSALa that any more does not look, and, means, councillors of directors GMK from RUSALa will have all bases to block the initiative of new management and to achieve company management re-election that can negatively affect its work - the expert marks.

more favorable news the expert named Oleg Deripaska`s statement that association of the companies becomes possible after IPO RUSALa. It has opposed associations with metalloinvestom as the aluminium company does not see for itself the future in ferrous metallurgy . the Given statement softens a little (though does not exclude completely) fear of investors concerning absorption possibility Nornikelja the private company - the analyst of Bank of Moscow speaks.

In its opinion, the new coil of opposition between key shareholders of the company does not bear in itself anything good for activity Nornikelja which, judging by last results, seemingly, really already starts to have certain operational problems.

analysts UniCredit Aton believe that the statements made OK RUSAL and Interros should affect V.Strzhalkovsky and independent directors of the company before session of board of directors which should protect interests minoritariev, probably, broken now Interros . We do not expect any especial reaction from the market though escalation of the conflict of shareholders can raise volatilnost actions Norilsk nickel . We repeat the recommendation to buy actions Norilsk nickel The predicted price for the next 12 months - 304 dollars On the other hand, we expect that in the near future dynamics of actions will be defined by conflict development between Interros Oneksimom and RUSALom.

According to the annual report Nornikelja V.Potanin as of May, 26th 2008. Owned 29,78 % of shares of company. Head Interros owns the specified share holding through offshore Bonico Holdings (14,41 % of actions Nornikelja ) Bektanco Holdings (7,21 %) and Joint-Stock Company KM of Invest (7,40 %). Company RUSAL posesses 25 % of actions Nornikelja actions are in possession of offshore companies Gershvin Investments (16,05 %) and United Company Rusal (8,95 %). In the spring 2008. RUSAL has got this package at M.Prokhorov.

nominal holder ADR Norilsk nickel 30,36 % are Bank of New York, on balance at which, other shareholders posess 15,62 %. In the annual report it is noticed that in system of conducting the register 57 legal bodies (including 16 nominal holders) and 54 thousand 243 physical persons are registered.

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