Oleg Deripaska tries to desert from Rusal

EN + Group follows the advice of the US Treasury and replaces its representatives on the board of directors of the aluminum company with ordinary employees.
29.05.2018
Kommersant
Origin source
Following the advice of the US Treasury, Oleg Deripaska's En + Group not only replaces most of its representatives in the board of directors of "Rusal" for employees. According to Kommersant's information, consultations with Washington may be even wider: co-owners of Rusal are discussing there and the possible break of the share agreement between En +, Sual Partners of Viktor Vekselberg and Leonard Blavatnik and Glencore, which gives En + control over the company.

The representatives of En + Oleg Deripaska (48.13% of the company's shares) leaving the board of directors of "RusAl" should be replaced by regional managers and masters from the plants of "Rusal" (six people), as well as the newly appointed and. about. general director Evgeny Nikitin. Their candidatures will be considered by the shareholders meeting on June 28.

As non-executive Directors of En +, it is proposed to make the head of the group of Vyacheslav Solomin and his deputy Timur Valiev, as well as Philip Melfey, an independent non-executive director instead of Oleg Deripaska. Sual Partners Victor Vekselberg (also under US sanctions) and Leonard Blavatnik, owning 26.5% of Rusal, leaves the non-executive director Marco Muzetti. Who put forward Jean-Pierre Thom, the former French President's Special Representative for France, Nicolas Sarkozy, on the development of cooperation between the Russian Federation and France and the member of the international advisory council of Rusal, is not specified in the council. The chairman of the board is still the head of Nord Stream AG (50% of Gazprom) Matthias Warnig, his term lasts until 2020.

In "Rusal" they specified to Kommersant that the Mining and Metallurgical Trade Union of Russia (GMPR) proposed to elect representatives of the factories to the Board of Directors. "The candidates were selected at a meeting of the board of directors from the enterprises proposed by the trade unions," they added. In the GMPO yesterday, they did not answer the calls from Kommersant.

In April, US Treasury Secretary Stephen Mnuchin stated that US sanctions had affected Rusal because of the company's connection with Oleg Deripaska, but the US government was not trying to infringe on "workers dependent on Rusal and its structures." After this, work began on updating the boards of directors of RusAl and En +. At the same time, according to Kommersant sources familiar with the situation, the choice of factory managers was not the only and not the most obvious option. Head of the Board of Directors of TopContact Artur Shamilov says that the situation is "unique" and it is difficult to recall examples where middle management would be on the board of directors of such a large company as "Rusal". But, most likely, as the situation changes - with Oleg Deripaska's loss of control over Rusal, the withdrawal of the company from sanctions, the composition of the board may change again, including through candidates from new shareholders, he notes.

The changes are also affecting the shareholder agreement of Rusal, but its fate now depends not so much on co-owners as on the US Treasury's Office of Foreign Assets Control (OFAC), which is being consulted, sources familiar with the situation say. Under the agreement for En +, effective control is ensured through the board of directors and management of Rusal, with a share of at least 40%. But Oleg Deripaska agreed to reduce the stake in En + below 50% (now about 66%) to withdraw the group and Rusal from sanctions (the so-called Barker plan - by the name of the head of the board of directors of En + Lord Gregory Barker). If the plan is being implemented, the agreement should not be ruptured, but if Washington is ready to remove only RusAl from sanctions, but not En +, then the question will be on the agenda, Kommersant's interlocutors explain. According to their information, Sual Partners and Glencore (8.75%) can go on breaking the agreement, if this helps the company, but for En + termination is undesirable. At the same time, according to Kommersant's information, the issue is being discussed mainly among Russian shareholders of Rusal. In En +, Sual Partners, Glencore and "Rusal" the topic is not commented.

The interlocutor of Kommersant does not see anything surprising in the investment market: Sual Partners, which owned 15.8% of Rusal for a long time, but had the right of veto and other powers under the shareholder agreement, in 2017-2018, collected a blocking stake through the purchase of shares from ONEKSIM, and En + can lose control for a long time in "Rusal". En + plans included the conversion of Glencore's stake in RusAl into En + shares, which would give the group formal control of the aluminum company, but the deal broke down due to sanctions. Another "easy way" to get over 50% in "Rusal" from En + is not, argues the interlocutor of "b": the purchase of shares from the market will lead to the obligation to make an offer to minority shareholders.

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