In early April, many media around the world have published an investigation about the owners of offshore companies, based on data from the so-called Panama dossier. The International Consortium of Investigative Journalists (ICIJ) has gained access to the database of the Panamanian law firm Mossack Fonseca - one of the major players in the field of registration of offshore companies and their management.

In Panama the dossier contains information on the unusual transactions with the shares of "KAMAZ" and "AvtoVAZ". In this and in another case, several offshore companies received an option to purchase for a ridiculous amount of large stakes in automakers. In the case of rejection of the option they had to pay a fine of hundreds of millions of dollars. The beneficiary of one of the offshore companies involved in the option schemes, was the president of Russia Vladimir Putin, one cellist Sergei Roldugin. This fact has attracted the special attention of the media deals. Sources of "Vedomosti" claim that the musician as a result did not participate in the purchase of shares "Kamaz".

These transactions were part of the consolidation process, "Kamaz" and "AvtoVAZ" FSUE "Rosoboronekspor"(Later became part of the state corporation" Rostec ") and subsequent sale of shares in the company to a strategic investor, learned" Vedomosti ". While state-owned company took the situation in the car factories under its control, a childhood friend of its director general Sergei Chemezov Vitaly Maschitsky financed the buying of shares. Subsequently, most of the shares were sold to strategic investors. 10% of "KAMAZ" for $ 250 million bought a German Daimler. However, in case it was not possible to bring our plans to the end with a "KamAZ" Maschitskomu and its partners. Daimler did not further increase the proportion. Investors remained in the hands of 23.5% of shares of "Kamaz".

But in the case of "AvtoVAZ" idea worked brilliantly. Investors with "Rostec" in two sold the Renault-Nissan alliance controlling stake for $ 1.6 billion.
New controllers

In 2004, the General Director of "KAMAZ" Sergey Kogoghin, by the time the past two years led the company, invited the President of "Troika Dialogue" Ruben Vardanyan to discuss the possibility of buying up shares of "Kamaz". The company had just barely recovered from the fire floorawn destroyed in 1993 by the freshly built engine plant. And in 2003 Naberezhnye Chelny shocked kidnapping and brutal murder of two factory top executives - deputy director general and head of one of the departments.

"But despite all the difficulties, we Kogogina burning eyes. "I want everyone here to revive", - said the Vardanyan, "- he told" Vedomosti "close to one of the participants in the meeting of the people. In fact, if the state does not control the "Kamaz", although its largest shareholders were Federal Property Management Agency (34%), VTB (17%) and the government of Tatarstan (11.6%).

Vardanyan explained that if the plant back under state control and restore it, everyone who worked on this, will thank. "The goal was to start with a blocking stake", - says the source "Vedomosti". The main resource Kogogina was to support regional authorities, represented by the then President of the Republic Mintimer Shaimiev. But serious funding to buy up the shares he could not draw.

Vardanyan decided to take money from banks with the help of his friend & ndash; Maschitskogo. He was able to attract financing on good terms. Money allocated VTB structure, received a pledge of the enterprise shares, it follows from the Panamanian dossier. Thus, Cyprus RCB as collateral on the loan for $ 160 million received stock Avtoinvest, to which a consortium of investors has become a factory, the paper "KAMAZ", and ICB (St. Petersburg) in 2006 - shares of "Kamaz" loan of $ 39 million.
How to return the "AvtoVAZ"

In late 2005, Vardanyan spoke on a similar theme with the general director of "Rosoboronexport" Sergei Chemezov and his former deputy, who became CEO of "AvtoVAZ", Vladimir Artyakov. Now it was a question of "AvtoVAZ". A few months earlier there long retired director Vladimir Kadannikov. And control over the plant switched managers of "Rosoboronexport".

Chemezov and Artjakov seemed to dwell in thought, said close to one of the participants in the meeting of the people. It seemed that they were not confident in the prospects of "AvtoVAZ" and not so much Vardanyan offered to take on buying up shares of "AvtoVAZ", as consulted if stands voobe do it.

Both companies at that time were not tidbits, in fact they were in the verge of bankruptcy, says a person close to the "Rostec". And here and there was a task to save important for Russian brands, which had emphasized Chemezov, say the interlocutors "Vedomosti". "But in both cases we discussed a very interesting thing for Russia. Not withdrawal from the assets of the state, but on the contrary, their return, "- boasts one of the participants in these discussions.

We talked not only with Vardanyan: in fact, had to participate in the competition for investment bankers uncoupling ownership scheme "AvtoVAZ", the man says, close to the shareholders of the plant. In this kind of competition Vardanyan failed to win - he promised to return control of the now almost free of charge, having consolidated a blocking and passing it "Rosoboronexport". "I remember that we came to Artyakov and made an excellent suggestion: we raskoltsovyvaem shares at market scheme, and the state receives a large package believe that free - shared memories with Ms. Vardanyanrnalom SmartMoney. - Well, who else from such refuse "shares" AvtoVAZ "consortium members bought from the market?. It was enough to consolidate a blocking stake and then you can safely take on uncoupling, because within a corporate rings were about 60% of the shares, says one of the former employees of "AvtoVAZ".

"Vardanyan said that by" Rostec "does not need any money, only their position and will. A "troika" will remove a loopback and will do so that all were satisfied, "- says the source" Vedomosti "close to shareholders of the plant.

Finance the buying of shares, as in the case of "KAMAZ", it was suggested Maschitskomu. Vardanyan persuaded partner that is a bargain. Investment bankers agreed at once that "Rostec" will allow them to partner later earn on the sale of shares strategists, explains familiar Vardanyan.

Indeed, the new team began to discuss strategies to attract almost immediately: it was clear that "AvtoVAZ" need external expertise, says a former top manager of the plant. The search for potentialnogo partner started in 2006, he continues: this time the team decided the problem with a group of CRS, which claimed to participate in the management of "AvtoVAZ", he regained control of the "daughters" and the automaker was ready to think about strategy. Interest was high potential strategies: negotiations were held with several companies, the source continues, "Vedomosti" (see incision.).
The crisis is not the time

In the midst of the search strategy for "Kamaz" and "AvtoVAZ" the global financial crisis - and Maschitskogo any problems. Belonged to him Vimetco Corporation held an IPO in 2007, but after the crisis, its market capitalization has fallen by 30 times to $ 66 million. Maschitsky wanted to delist in London to stay in Hong Kong, but it was required to withdraw the shares from the pledge to the banks. Businessman asked his friend Michael Shlosberg loan of $ 200 million for two years at 24% per annum, but could not get it back. As a result, he had to pay the lender structures Vimetco 25%, resulted from the materials of the High Court of London, where the partners to sort things out.

Maschitsky began considering the possibility ofthe sale of part of its stake in the "KAMAZ" and "AvtoVAZ", says a person close to the shareholders of the company. Consortium members have decided to err.

As the Panamanian dossier in February 2007 Bermuda Troika Dialog Avto Holdings and Cyprus Avto Holdings Ltd. signed two agreements on the management and optional. Troika gave the right to 100% of the company Avtoinvest control (created for the consolidation of "Kamaz" shares) of the company Avto Holdings. The company also received an option to purchase 100% of the shares Avtoinvest $ 100 000. On Avtoinvest balance at that time was 27,26% of shares of "Kamaz".

Owners Avto Holdings was five structures. The beneficiary of one of them turned out to be a cellist and Roldugin. All partners have agreed not to sell shares to the side. Since 2012, the company Ansell's, founded by the same shareholders, received an option for a period until the end of 2017 for the acquisition of Avto Holdings shares for $ 1, penalty for cancellation -. $ 850 million turns out, in the worst scenario, the share Maschitskogo was redistributed within the consortium Roldugina between the structures and the structure created by some businessmen pool of investors.

Driving on the "AwtoVAZu "like as two peas. Option to purchase the package consortium received a group of offshore companies, was worth $ 1, the rejection of its execution - $ 650 million.

These schemes allow to guard against hostile takeover and to limit the opportunities for unauthorized sale of shares to third parties by individual shareholders, explains the director of the Department of Tax & Legal, KPMG in Russia and the CIS Olga Jasko. Most likely, the terms of the option agreement, the option holder will be entitled to buy back the shares at a lower price, if any shareholder initiates the sale of its shares to a third party, receive a proposal from a third party or will lose ownership of the shares (including as a result of illegal actions third parties), she continues. In addition, the option agreement creates the encumbrance of shares, which generally reduces their attractiveness to potential buyers, including unfriendly. Options considered schemes are quite common in practice, and has repeatedly proven to be effective, she concludes.

Vardanyan said that the participation in option structures Roldugina schemes he was not aware. "The fact that, in principle, there is such a person, I found out after I received an inquiry from the media," - said Vardanyan.

Roldugin - very respected people in different circles, he played in the scheme as a kind of arbitrator, said a person close to the shareholders of automobile plants.

"But all was settled, and the partners have done without this [without execution of the option agreement. - "Vedomosti"]. Businessman managed to sell the shares of "AvtoVAZ" concern Renault-Nissan, Daimler but with his big deal did not work, and it is still the largest shareholder of "KAMAZ" - says a person close to the shareholders of Russian car factories.
"Acceptable income"

In 2008, Vardanyan and his partner in the consortium Daimler sold 10% shares of "KAMAZ" for $ 250 million they almost do not earn on the deal:. The money went to pay off the loans taken to buy up shares of "Kamaz". Daimler bought another 4% in the Bank and 1% - at "Kamaz", and by further increasing the package refused. In Maschitskogo, Kogogina and Mr. Vardanyanand arms were 23.5% stake in truck maker.

Similar words - all the money from the transaction will go to the payment of the banks - said Chemezov and after the sale of "Troika" and "Rostec" blocking stake "AvtoVAZ" shares for $ 1 billion Renault-Nissan. The other private investors 20,5% Renault-Nissan bought in 2013 "AvtoVAZ" was for $ 600 million.

Maschitskomu Vardanyan and much lucky that they were able to get over the "AvtoVAZ" exorbitant money. The deal was concluded in good time - against the background of growth of sales of cars in Russia, where our market briefly surpassed even German, recalls former executive structures of Oleg Deripaska (who created the group GAZ and at one time also developed an interest in "AvtoVAZ", see . incision).

"According to many analysts, the shares of" KAMAZ "and" AvtoVAZ "in the early 2000s. They were significantly undervalued and have good prospects for growth. As the market changes which the securities were bought at lower values ​​and sold at high, but it is not always possible, so were losses for some transactions with shares, but overall investment in "AvtoVAZ"brought an acceptable income, "- he told" Vedomosti "representative Maschitskogo.

"I am proud of his deal with the" AvtoVAZ ". It has been unique in its complexity. As I said, the situation was very complicated and very few people believed that "AvtoVAZ" can be saved - said Vardanyan "Vedomosti". - As a result, all won - minority shareholders, which hurt, we uncoupling them thoroughly cleaned and bought shares in the "daughter" of the market value and attract a strategic investor, and the state returned to a blocking stake, and have earned. I must say that this is probably one of the most beautiful of my trades. "