The En + holding of Oleg Deripaska saved 9 billion rubles from the minority shareholders of Irkutskenergo because he did not make a mandatory offer on time, recalled the Association of Professional Investors (IPA) and sent it to the London Stock Exchange, where En + plans to hold the initial placement, a letter With a request to acquaint the holding company with this fact.

The issue prospectus is subject to approval by the UK regulator - UKLA, says Dmitry Magone, managing partner of the law firm Art de Lex, the disclosure rules may require reporting on the situation with Irkutskenergo shares. If such information is to be disclosed, but has not been disclosed, he continues, this may entail problems with the approval of the prospectus or lead to delisting securities.

This situation is the risk of corporate governance, Renaissance Capital analyst Vladimir Sklyar is sure, whether the risk will be realized in the En + holding itself - a question, but investors should know about it. The IPO will not break this, but it can reduce the price of placement, he believes.

The only thing that can overshadow or cancel the IPO En + is the price, argues the top manager of the investment fund investing in the shares of mining and metals companies: "The market and shareholders are very far apart in understanding the value of En +. Statements of the IPA are unlikely to play a role in the placement of shares. "

En + intends to sell 20-25% of the shares and raise $ 1.8-2 billion. Representatives of the London Stock Exchange and En + did not respond to requests.

The Telmam HPP (owned by Eurosibenergo, which is part of the En + holding company) in June 2016 bought from Inter RAO 40.285% of Irkutskenergo for 70 billion rubles. - 1.8 times more expensive than if the transaction was on quotations on the Moscow Stock Exchange. En + consolidated 90.49% of Irkutskenergo. In the 35-day period established by the law, Telmamskaya HPP did not make mandatory offers to minority shareholders, they complained to the Central Bank. The regulator fined the Telmam HPP (a fine of 500,000 to 700,000 rubles was imposed), limited the number of its votes to Irkutskenergo shareholders' meetings to 30%, filed an action with the Arbitration Court of the Irkutsk region with a request to declare an offer (the claim has not yet been considered) .

Minorities would receive at least as much shares as Inter RAO (36.45 rubles per share), if the offer was made at least half a year after the deal, the IPA said, but the offer was made only in June 2017 at a weighted average price On the Moscow stock exchange for the last six months (17.42 rubles), that is, the deal with Inter RAO was not included in the calculations. The Telmam hydropower plant will pay about 7.6 billion rubles to minority shareholders. Instead of more than 16 billion, the IPA calculated. The press service of the Central Bank did not respond to the request.

Even if the court had already ordered the company to make an offer, no bailiff could have enforced this decision. Legislation allows avoiding offers, says lawyer Herbert Smith Freehills Denis Morozov. Minorities could have demanded through the court to reimburse them for damages from an untimely offer, but Morozov does not know of any cases of victory in such matters.

The price is calculated for a six-month period, the price of shares has fallen, agrees the first deputy chairman of the Central Bank Sergey Shvetsov: imperfection of the law deprives the Central Bank of the opportunity to speculate on which date the price should be considered. A representative of Eurosibenergo said that the share price for the offer of the Telmamskaya HPP was calculated, as required by law, as a weighted average quotation of Irkutskenergo shares for six months and that the offer was agreed with the Central Bank.