Vladimir Potanin confessed his mercenary intentions to Oleg Deripaska

Vladimir Potanin told the High Court of London the whole truth about his proposal to Oleg Deripaska on his shares of Norilsk Nickel.
15.05.2018
Kommersant
Origin source
As it turned out from the testimony for the High Court of London of the main shareholder and the president of MMC Norilsk Nickel Vladimir Potanin (34% of shares), the company itself could participate in the redemption of 27.8% of MMCs owned by Rusal, which at the time of negotiations in January cost about $ 10 billion. But the controlling "Rusal" Oleg Deripaska such a scheme did not suit.

The owner of Interros and the president of MMC Norilsk Nickel Vladimir Potanin, who owns 34% of MMC, on January 28, told the second largest co-owner of Norilsk Nickel, Oleg Deripaska, that if the controlled company, Rusal, is ready to sell its stake in MMC (27.8% ), then "Norilsk Nickel", as far as possible, will assist in the sale. " This is stated in the materials of the High Court of London, where written statements from Mr. Potanin dated April 29 are presented (Kommersant has a copy).

Under the control of Vladimir Potanin, Whiteleave Holdings, a party to Norilsk Nickel's shareholder agreement, was also ready to buy back shares of MMC "from Rusal" at a price not lower than the established one. " These offers were made by the owner of Interros in response to Oleg Deripaska's proposal for an indefinite put-option to sell shares of Norilsk Nickel. As of February, when RusAl started a legal dispute over the possibility of the release of Crispian Investments Ltd. Roman Abramovich and Alexander Abramov from the capital of Norilsk Nickel (Crispian then owned 6.37% stake in MMC), the packages of Rusal and Interros cost the market about $ 10 billion. Net debt of Norilsk Nickel in 2017 was $ 8.2 billion (2.1 EBITDA), but the company explained it as one-off factors and forecasted that the debt load at the end of 2018 will be at the level of 1.5 EBITDA.

Vladimir Potanin also said that the Baim copper-porphyry area in Chukotka, which is owned by Roman Abramovich's development license, seems to him "more and more interesting for Norilsk Nickel" project for a number of reasons. Among them: "large reserves of high-quality copper and gold, located close to the surface", a proven and widely used technology for extracting metal from ore, a resolution of "initial problems with energy infrastructure and year-round navigation", as well as the granting of "favorable tax privileges ". Resources Baimka - 23 million tons of copper (reserves - 7 million tons) and 70.5 million ounces of gold. The development of the project is estimated at $ 4 billion, in addition, KAZ Minerals applies to Baimskoye (according to Bloomberg, negotiations were held on the amount of the deal of $ 1 billion in cash and shares of the Kazakh company with a listing in London).

Against the ransom of Baimka, Norilsk Nickel is Rusal, but, according to Interros' testimony on May 9, the option of redemption of the asset at Whiteleave for $ 750 million was discussed. In Interros, Kommersant clarified that Baimka was planned in this scheme "To make in MMC", but refrained from other comments, noting that "at present there is no such deal".

Vladimir Potanin insists that the deal to buy out Interros shares of Norilsk Nickel shares from Crispian (in March it was bought by 2.1%, an offer of 3.99% for $ 1.47 billion was made) is not related to the potential purchase of Baimka. The premium of 13% to the market price of 3.99% of MMC on exchanges as of February 1, 2018, Mr. Potanin explained to Interros available to banks financing ($ 1.5 billion) and the desire of Crispian to sell MMC shares with a premium to the market of $ 200 million (regardless of the size of the package), which was voiced in conversation with him by the deputy director of Millhouse (manages Mr. Abramovich's investments) David Davidovich.
Roman Abramovich "does not want to be involved in disputes" between Vladimir Potanin and Oleg Deripaska and "is not interested" to speak on the side of one of MMC's majority shareholders, the head of Interros writes.

According to Mr. Potanin, as the ten-year history of coexistence showed, he has various approaches with Mr. Deripaska to the business of Norilsk Nickel. "I firmly believe in the importance of investing in the company to ensure its growth. Mr. Deripaska, as a rule, is focused on ensuring a stable and very high dividend income, "the businessman writes. And the position of Roman Abramovich "was that he was ready to support any reasonable proposal", developed by the majority shareholders.

According to the head of Interros, "the threat of a struggle between shareholders partly explains why Crispian is currently trying to sell its shares." At the same time, Mr. Potanin "does not criticize Mr. Abramovich at all for his approach, and fully understands why he did not want to be dragged into a fierce shareholding conflict." The head of Interros considers "unexpected" the assertion of "Rusal" in court that the key aspect of MMC's shareholder agreement "was (and remains) the continuation of Mr. Abramovich's presence as a" peacemaker. " "Mr. Abramovich did not act in such a role, and the provisions of the agreement in any case do not endow him with such powers," Mr. Potanin said. As reported by "Kommersant", "Rusal" and "Interros" were ready to reach a "duel" for each other's packages in Norilsk Nickel, but now this is impossible because of US sanctions against Oleg Deripaska and a number of companies controlled by him, including "Rusal ".

As expected, Vladimir Potanin will address the court on May 15. Before him, on May 14, Oleg Deripaska had already testified that he said that Crispian's decision to sell shares to Norilsk Nickel was "unexpected" for him, and Abramovich's and Abramov's desire to withdraw from the capital of MMC would lead to an "unbalancing" of the joint-stock structure, that is, " the complete cessation of partnership - in spirit and in essence agreement ".

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