On Friday, UC Rusal Oleg Deripaska (owns 27.8% stake in Norilsk Nickel) was to announce an extraordinary meeting of shareholders and present them with a circular describing the conduct of Russian roulette in the fight for shares of Norilsk Nickel (30.04% of the company through Whiteleave owns Vladimir Potanin ). The company did not do this, saying that it will issue a circular and announce the meeting until April 30.
UC Rusal needs time to "finalize the content and include the necessary information in the circular," the report said. At the Hong Kong Stock Exchange, a number of technical requirements, such as an audit report and an opinion on the fairness of the proposed buyout price, are explained by a person close to the shareholders of UC Rusal. The circular should set out different aspects: from the conditions for carrying out the Russian roulette to the possible sources of its financing, the source in a large investment fund and a person close to the shareholders of UC Rusal say. The first doubts that UC Rusal was able to collect a pool of partners and banks to finance the repurchase of shares from Potanin, and now it takes time to assess its strength. Two interlocutors of Vedomosti said that UC Rusal was considering the possibility of attracting friendly structures - Glencore or a new shareholder of its parent company En +, a Chinese trader CEFC. "Attracting money is not a problem. There is a sufficient level of elaboration and understanding how to structure the repurchase of shares of Norilsk Nickel if UC Rusal wins the Russian roulette, "says a source close to Deripaska's company.
Representatives of UC Rusal, "Interros" Potanin declined to comment.
If the Russian roulette is launched, the companies of Deripaska or Potanin can offer each other shares of Norilsk Nickel at a weighted average price for half a year with a 20% premium (now the cost of a 27.8% stake, of this calculation, about $ 10 billion) . The party that received the offer can accept it, offer the roulette initiator to sell its package for the same price or raise the price. In the latter case, the initiator of the duel should buy a stake at a new price or sell his package.
The conflict between the shareholders of Norilsk Nickel after a five-year hiatus broke out again in February 2018, when Potanin's structure tried to buy out 4% of Norilsk Nickel from Crispian Roman Abramovich and Alexander Abramov. UC Rusal doubted the deal's compliance with the share agreement, filed a lawsuit. From the testimony of the parties to the lawsuit it became clear that Potanin and Deripaska did not agree that it was better: to finance new investment projects against the backdrop of an unstable metals market or pay dividends.
The basis for dividends is EBITDA. The company pays 60% of EBITDA, if the debt burden is below 1.8, if it is 2.2, then shareholders are entitled to 30% EBITDA. In 2017, the debt burden increased to 2.2 EBITDA, and to estimate the dividend it was 1.88, the company reported. Dividends for last year will be announced in April-May. Deripaska is seeking to increase the discipline of capital expenditures of Norilsk Nickel, including offering to increase the number of metrics that would improve the transparency of calculating the base for dividends, said the source close to one of Norilsk Nickel's shareholders.
Demonstration of readiness of UC Rusal to play roulette is an occasion to push the other side to the negotiations, the head of the analytical department of BCS Cyril Chuiko believes. "Conflict is coming to naught," he said. Sources close to different shareholders of the company say that there are no negotiations. The transfer of the timing of the issuance of a circular and the convening of an extraordinary meeting of UC Rusal is in no way related to the fact that the parties (UC Rusal and Whiteleave) agree on a compromise, one of them says. "The situation is constantly changing: on the one hand, the parties have great disagreements, on the other hand they have already managed to agree once and this agreement lasted for a long time, bringing positive results," concludes Nikolai Sosnovsky, director for metallurgy and mining at Prosperity Capital.