Financial special operations. Rosneft and Sistema: what is happening - Davydov.Index

The day after the purchase of Bashneft, Rosneft changed its president and began appointing its people to key areas. The integration of Bashneft has already taken place, "we are in full control of the situation," said the head of Rosneft Igor Sechin

"Integration" in one day

The integration of Bashneft, whose controlling stake Rosneft paid only the night before, "has already happened," the chief executive told reporters on Thursday, October 13. Executive Director Rosneft Igor Sechin. Bashneft is a subsidiary of Rosneft, we are in full control of the situation,” he said (cited by Interfax).

A few hours earlier, Bashneft President Alexander Korsik, who had headed the company since 2011, resigned, and Andrey Shishkin, Vice President of Rosneft, took his place, the company said. All seats on the board were also taken by Rosneft managers. And on December 16 at the meeting of shareholders will be elected new composition board of directors. Rosneft also decided to fire other company managers - vice presidents who were not on the board, and heads of subsidiaries, a source close to Bashneft told RBC. According to one Bashneft employee, 17 vice-presidents have been fired, and their subordinates are going to leave behind them. “We have appointed a completely new composition of the board. Naturally, people are also changing in key areas,” said Rosneft spokesman Mikhail Leontiev.

Rosneft managers appeared at the Moscow office of Bashneft the day before - at about 20.00 Moscow time on Wednesday, October 12 (an hour and a half before that, the Rosneft press service reported that the company transferred 329.69 billion rubles to the budget for a controlling stake company), two sources close to Bashneft told RBC. According to one of them, representatives of the new shareholder "suffer from a lack of education." And on Thursday, they appeared at the offices of Bashneft in Moscow and Ufa in the morning and began to demand documents, another source in Bashneft and an acquaintance of the company employee said. They demanded documents, the Internet was turned off in the offices, and security and access control at the entrance were strengthened, one of RBC's interlocutors said. “The Internet has been turned off, only corporate services are working,” a second source confirmed. The documents were taken away by employees of the security service of Rosneft, people were not even allowed to take their personal belongings from their offices, another employee of Bashneft said.

At the central office of Bashneft near the Mayakovskaya metro station, security was really strengthened - two guards stand right at the entrance and two more at the turnstiles, the RBC correspondent was convinced.

Sechin, answering journalists' questions, stressed that Rosneft did not make "any seizures of documents" in the offices of Bashneft. But he noted that Rosneft is getting acquainted with the contracts of Bashneft in order to ensure "continuity in work." And Leontiev added that we are talking about the "transfer of cases": "Quite quickly, but this is normal." He said that Natalya Mincheva, vice president of Rosneft for legal support of business, went to the office of Bashneft, in particular, and joined the board of the new subsidiary. “The new management must control the company's activities, so it is necessary to quickly transfer cases, documents, and so on, to prevent information leakage,” Leontiev concluded. He refused to comment on the information about the Internet shutdown in the offices of Bashneft.

“We went through this at TNK-BP. Synergy according to Sechin, ”the former top manager of TNK-BP, which Rosneft bought in 2013, ironically says to RBC. Shortly after this transaction, the state-owned company also almost completely changed the management of the enterprise. However, Leontiev argues that a large number of employees of TNK-BP, including those in key positions, retained their jobs.

Later, RIA Novosti, citing a source in the Bashkir office of Bashneft, reported that on the night of October 13, armed men entered the company's offices in Ufa, which the company's guards could not prevent. “As we understood, they appeared so suddenly in order to prevent the destruction of any financial documents,” he said. But an Interfax source in Bashneft said that "there were no landings with armed men in the Ufa office of Bashneft the night before, these are fairy tales." “The possible commotion associated with Bashneft was caused by the fact that Rosneft security officers are involved in the procedure,” he added.

In the oil industry, with large takeovers, especially hostile ones or those that have been prepared for a long time, periodically there is a quick transfer of control to representatives of the new owner, as well as a large-scale rotation of personnel, Rustam Barnokhodzhaev, director of the Unity recruitment agency, notes. But usually this process does not take several days or even hours, but several months, he emphasizes. He cited the example of the takeover of Yukos assets by Rosneft structures in 2005, when, due to the difference in the system corporate governance many Yukos employees quit.

Law on joint-stock companies the responsibility of the general director and other top managers of the company with the right to sign for the damage caused to its activities is provided for, recalls Anatoly Yushin, managing partner of the Yushin and Partners law office. The new owner, if suspicions of damage are found in the documents, can file a claim with the arbitration court against specific managers in order to recover this damage from contracts at non-market prices concluded with affiliated companies, the withdrawal of assets, etc., he lists. However, Sechin told reporters on Thursday that he was grateful former president"Bashneft" Alexander Korsik "for assistance" in the transfer of control over the company.

A representative of Bashneft declined to comment.

Minority shareholders are not a priority

Having acquired a controlling stake in Bashneft, Rosneft does not yet plan to buy out Bashkiria's stake (25%), Sechin said on Thursday. “At this stage, we plan to focus on taking control in order to ensure that everyone production processes, industrial safety and obligations to consumers and suppliers have been fulfilled,” Sechin said (quoted by TASS). To a clarifying question whether this means that Rosneft will not continue further acquisition of Bashneft shares for the time being, he replied: “ Production activity at this stage is a priority for us.”

And the company will return to the issue of buying back shares from minority shareholders of Bashneft later, Sechin said. Earlier, Pavel Gerasimov, a partner at Padva & Epshtein, told RBC that the company should make an offer to minority shareholders who own ordinary shares 35 days after the purchase of a controlling stake. The price of shares indicated in the offer cannot be lower than their weighted average value over the past six months, he said.

During the takeover of TNK-BP, which ended in March 2013, the head of Rosneft was also in no hurry to buy out the shares of minority shareholders, and when asked about the possibility of distributing dividends, he answered: “The question of dividends is not even worth it, this is all our money.” As a result, minority shareholders did not see dividends, and Rosneft acquired their shares in late 2013 - early 2014 at a price lower than that which the sellers expected.

The day after the purchase of Bashneft, Rosneft changed its president and began appointing its people to key areas. The integration of Bashneft has already taken place, "we are in full control of the situation," said the head of Rosneft Igor Sechin

Head of Rosneft Igor Sechin (Photo: Reuters/Pixstream)

"Integration" in one day

The integration of Bashneft, the controlling stake of which Rosneft paid only the night before, “has already happened,” Igor Sechin, chief executive officer of Rosneft, told reporters on Thursday, October 13. Bashneft is a subsidiary of Rosneft, we are in full control of the situation,” he said (quoted by Interfax).

A few hours earlier, Bashneft President Alexander Korsik, who had headed the company since 2011, resigned, and Andrey Shishkin, Vice President of Rosneft, took his place, the company said. All seats on the board were also taken by Rosneft managers. And on December 16, a new board of directors will be elected at the shareholders' meeting. Rosneft also decided to fire other company managers - vice presidents who were not on the board, and heads of subsidiaries, a source close to Bashneft told RBC. According to one Bashneft employee, 17 vice-presidents have been fired, and their subordinates are going to leave behind them. “We have appointed a completely new composition of the board. Naturally, people are also changing in key areas,” said Rosneft spokesman Mikhail Leontiev.

Rosneft managers appeared at the Moscow office of Bashneft the day before - at about 20.00 Moscow time on Wednesday, October 12 (an hour and a half before that, the Rosneft press service reported that the company had transferred 329.69 billion rubles to the budget for a controlling stake company), two sources close to Bashneft told RBC. According to one of them, representatives of the new shareholder "suffer from a lack of education." And on Thursday, they appeared at the offices of Bashneft in Moscow and Ufa in the morning and began to demand documents, another source in Bashneft and an acquaintance of the company employee said. They demanded documents, the Internet was turned off in the offices, and security and access control at the entrance were strengthened, one of RBC's interlocutors said. “The Internet was turned off, only corporate services are working,” a second source confirmed. Documents were taken away by Rosneft security officers, people were not even allowed to take their personal belongings from their offices, another employee of Bashneft said.

At the central office of Bashneft, next to the Mayakovskaya metro station, security was really strengthened - two guards stand right at the entrance and two more at the turnstiles, the RBC correspondent was convinced.

Sechin, answering journalists' questions, stressed that Rosneft did not make "any seizures of documents" in the offices of Bashneft. But he noted that Rosneft is getting acquainted with the contracts of Bashneft in order to ensure "continuity in work." And Leontiev added that we are talking about the "transfer of cases": "Quite quickly, but this is normal." He said that Natalya Mincheva, vice president of Rosneft for legal support of business, went to the office of Bashneft, in particular, and joined the board of the new subsidiary. “The new management should control the activities of the company, so it is necessary to quickly transfer cases, documents, and so on, to prevent information leakage,” Leontiev concluded. He refused to comment on the information about the Internet shutdown in the offices of Bashneft.

Last week, Igor Ivanovich Sechin surprised everyone again: on Thursday, like a bolt from the blue: it was announced that 19.5% of Rosneft shares had been sold - and not to Rosneft itself, as many market participants assumed, but to a sovereign fund Qatar and the world's largest trader Glencore.

Everything connected with Rosneft lately is more like lightning-fast special operations than Western mergers&aquisitions. In the West, Sun Tzu's The Art of War is popular among investment bankers, and sometimes it seems that Rosneft takes the thesis "business is war" literally.

Once! - sat under house arrest Yevtushenkov; once! - and suddenly they announced the sale of Bashneft to Rosneft, time! - and detained the head of the Ministry of Economy Ulyukaev.

Actually, it is now clear why Ulyukaev was detained. After such a loss of a fighter, the economic bloc of the government hardly dared to ask any questions about the deal.

True, instead of the economic bloc Russian government they are likely to be asked by the United States: White House Press Secretary Josh Ernst said the US Treasury would look into the deal. This statement apparently had such an effect on Glencore that he immediately issued a press release in which he clarified that the agreement with Rosneft had not yet been signed, but was at the “last stage of negotiations”. In addition, Glencore clarified that out of a total $10.2 billion deal, it is only putting up $300 million of its own money (corresponding to a 0.54% stake) in exchange for a five-year agreement that gives Glencore access to 220 thousand barrels of oil daily.

First, Bashneft was taken away from Yevtushenkov. Then it was suddenly sold to Rosneft. The victory of Rosneft was explained by the need to replenish the budget, and Rosneft offered the most: 330 billion rubles.

It was a strange explanation, because Rosneft is a state-owned company. And the payment of such a large amount is reflected in the financial condition of any company. In particular, dividends paid to the state are reduced by this amount, not to mention taxes. That is, if money from a state-owned company migrated to the state budget, this does not mean that the amount has changed.

In parallel with Bashneft, the state was going to sell 19.5% of Rosneft. These deals went hand in hand. The main reason for this sale was the desire to replenish the budget.

This reason looked strange in a country that had buried $15 billion into the ground for the construction of South Stream even before the agreement on it was signed. In addition, Rosneft is under sanctions, and this greatly affects its value. It was completely incomprehensible why the Kremlin was so eager to sell the state-owned 19.5% of Rosneft to private hands in such an unfavorable situation. And this week it all became clear.

On Wednesday, Rosneft placed bonds worth 600 billion rubles on the market. - that is, for most of the amount that had to be paid for 19.5%. Exactly the day after this placement, Igor Sechin came to Putin and announced that he had two buyers for 19.5% of Rosneft - ​Glencore and Qatar.

Both of these globally respected organizations have in common that they are not transparent.

Simply put, within the framework of a legally completely impeccable scheme and, of course, with full observance of financial politeness, they can act as frontiers in exchange for certain services: for example, in exchange for an oil supply contract.

All that we know, in the bottom line, boils down to the following.

For some reason, the Kremlin was in a hurry to sell Bashneft to Ro-Neft, and then sell 19.5% of Ros-Neft to private hands.

That the motivation put forward - to receive $15 billion to the budget, given the negligible amount of this amount compared to at least spending on the Olympics ($50 billion) and the scope of budget theft, does not seem logical.

That exactly on the eve of the announcement of the sale, Rosneft borrowed 600 billion rubles. What is the size of this loan for Russian market is huge and that the loan was conducted by closed subscription and was placed in half an hour.

That Glencore said it was investing only $300 million in the deal.

That the rest of the money is provided by the Italian bank Intesa Sanpaolo, a longtime partner of Gazprombank, a collector of Russian icons and, in general, a great friend of the Kremlin, whom you can rely on in all sorts of sensitive issues.

That 300 million dollars plus 600 billion rubles. just correspond to approximately the amount that must be paid for a 19.5% stake in Rosneft.

What about Qatar (and Saudi Arabia) we are waging a proxy war in Syria, because the real sponsors of the Syrian opposition are by no means the United States and Europe, but Turkey, Qatar and Saudi Arabia.

There are a thousand and one ways in the world to pay for the shares of a state company with the money of the state company itself, but in such a way that the shares go to a private person. For example: a company places bonds, invests the money received in a certain fund, and this fund is then fronted by an influential but non-transparent international corporation.

So the question is very simple: who is actually being sold 19.5% of Rosneft shares in front of everyone immediately after Rosneft placed a loan of 600 billion rubles on the market?

The main Russian oil company, Rosneft, in my opinion, is already losing its sense of reality after its leader. I. Sechin is now implicitly participating in two of the largest lawsuits in Russia - in Moscow, where the former Minister of Economy A. Ulyukaev is being tried in a criminal case he has built, and in Chelyabinsk, where Rosneft is trying to sue $2 billion from Sistema. At the same time, representatives of the state-owned company “bend over” Sberbank, which for once dared to write the truth about how its talented management is destroying shareholder value and why investors should not expect good news from Sofiyskaya Embankment in the coming years. In this case, the case did not go to court - but it’s not over yet, Rosneft needs money, and Sberbank is now the most expensive public company Russia, so what the hell is not joking: after all, Rosneft has few grounds for other lawsuits, you can try to get to the bottom of the financiers.

However, it seems to me that Mr. Sechin's opponents could not only wring their hands in hysterical fits, telling each other and everyone in a row what is happening to the company and how long this will continue. Rather, it would be better to go the same way as Rosneft itself is going. I remember that in the early 2000s, the case against Yukos was based on the accusations of M. Khodorkovsky that he had stolen from own company either oil, or the mythical "borehole fluid", which caused the company billions of dollars in damage. However, recently, with even greater reason, the same can be said about Rosneft, which absorbed Yukos.

It has now become clear that Venezuela is in default of an astronomical $60 billion. Her $950 million government debt to Russia, which was due in 2016, has still not been repaid. Another $3.15 billion is being restructured these days with no hope of seeing a return in the next six years. Most Western investment banks have been warning about an impending default for at least two years. The CCC- and Caa3 ratings assigned to the country and its main oil company PdVSA by S&P and Moody's last year spoke for themselves. But this did not stop the “powerful man” (quoted by: RBC) from Rosneft from transferring more than $3 billion to PdVSA as an advance payment. And it was not "excessive risk": if an investor wanted to take a risk, he would have bought Venezuelan bonds on the market, bringing more than 26% per annum, and not "placed" without any return. If we assume that the chief executive officer of Rosneft is still capable and was not in a state of passion (divorce is becoming a habit for him, so what is there), there are deliberate actions to damage his own company (this is even more noticeable in sending $ 1 .3 billion to Iraqi Kurds, allegedly for oil, which they are not allowed to sell without the consent of the government in Baghdad). A company that owns a controlling stake Russian Federation(albeit not directly), huge damage has been done. The plaintiff can act as her minority shareholder, and any citizen of Russia as a person whose interests are obviously violated. I think that this step would be much more correct and consistent than a heated discussion in the press of the merits of the current leadership of Rosneft.

There is another side of the issue. It would be interesting to understand the role of the well-known hunting sausage manufacturer in issuing billions in loans to a country brilliantly led by a former bus driver, no longer on behalf of Rosneft, but on behalf of Russia. $4 billion of the unreturned money was given to the Chavistas in the fall of 2011, when Mr. Sechin was deputy head of government and oversaw the fuel and energy complex. He could not help but know that all the Russian participants in the National Oil Consortium at that time only thought to leave it (and then sold their shares to Rosneft), realizing the degree of “prospect” of the project. Almost certainly at this time he knew about his next job. Doesn't this mean the banal use of one's official position to artificially improve the financial condition of Rosneft, and does it not contain elements of a criminal offense?

The questions can be continued - and it seems to me that the colleagues from Sberbank CIB who suggested “to talk about Igor” were not only incorrect, but even too infantile. Today it would be necessary to bring charges against Igor, until all the concerns that investment bankers recently expressed in relation to Rosneft did not have to be attributed to the entire Russian Federation ...

Rosneft and Bashneft went to court to recover more than 106 billion rubles from AFK Sistema.

The filing of a claim for the recovery of 106,629,934,819 rubles became known yesterday, May 2. The defendants in the lawsuit are Sistema-invest JSC and Sistema AFK. At first, the parties refrained from making any comments on this matter, but later, Rosneft spokesman Mikhail Leontiev explained that the purpose of going to court was the intention to receive compensation for the Bashneft assets withdrawn by Sistema (according to the company), the loss of which led to its depreciation: "We believe that actions and manipulations were committed that reduced the value of Bashneft."

Apparently, we are talking about the period when Bashneft was owned by Sistema. Later, after the Bashneft privatization deal was recognized as illegal, the company was returned to state ownership, and the Federal Property Management Agency became in charge of it. On October 12, it was announced the completion of the transaction for the sale of a state-owned stake (50.08%) in Rosneft for 329.69 billion rubles. So far, it is not known exactly how the amount of the claim was determined. Experts call different versions.

The very fact of going to court has already had a negative impact on Sistema: the value of its shares and other securities has plummeted. Thus, the London Stock Exchange recorded a drop in the company's global depositary receipts by almost 31%. During the day, the company's capitalization decreased by $1.2 billion - from $4.077 billion on the evening of May 2 to $2.885 billion at 11.20 (Moscow time) on May 3. On the Moscow Stock Exchange, Sistema's shares fell 27%. After the decline was more than 20%, trading was temporarily suspended, but this did not give much effect: after their resumption, the shares continued to fall. By the middle of the day it became known about the continued fall of Sistema's shares: by 14.15 it had already amounted to almost 30%, the company's value had fallen from 215.1 billion rubles. as of the close of trading on May 2 to 151.5 billion. Thus, the total losses of shareholders amounted to about 63 billion rubles in less than a day. According to Forbes, the fortune of the owner of Sistema, Vladimir Yevtushenkov, has decreased by $650 million over the same period and is now estimated at $2.85 billion.

Also, the securities of the companies belonging to AFK Sistema - MTS and " children's world". Global depositary receipts of MTS on the Frankfurt Stock Exchange fell by almost 30%, reducing capitalization by €500 million (from €9.6 billion at the close of trading on Tuesday to €9.08 billion at 11:30 Moscow time), and its shares on the Moscow exchange lost 6.7% by 2:15 pm Detsky Mir shares are declining more slowly: as of 2:15 pm Moscow time, they fell by 5.24%.

It is worth noting that Sistema is not the only one that has experienced an unfavorable situation on the stock exchange against the backdrop of this lawsuit. The value of Bashneft's shares also fell. But there the drop is not so critical (2%) and is rather a reflection of some stress that has arisen among market participants. According to experts, in the near future this loss will be won back.

Thus, the market reacts rather unambiguously to the emerging court confrontation between Rosneft and Sistema. Thus, in front of her now stands two important tasks. Firstly, it is required to formulate one's position on the claim (there have been no official statements yet) and further defend it in court. Secondly, the company's management will have to develop prompt solutions to overcome the "failure" that arose on the stock exchange and return at least part of the lost capitalization.

Associate Professor of the Department of Business and management strategy Institute of Business and business administration RANEPA Emil Martirosyan considers this case quite typical: “Such facts, when, after the closing of the transaction, claims are filed with the arbitration court are not uncommon. This suggests that due diligence — a comprehensive audit of the enterprise before its acquisition — was done in the volume and in the form that did not take into account this fact "In fact, all questions should be removed at the verification stage. If due diligence does not reveal such a risk and it occurs after the verification, then companies have the right to go to court. I'm not talking about any division and about any additional earning money, because this is not Rosneft's business.<...>I don't see any politics in this. This happens when one company buys another and at the time of the transaction the risks are not identified, and after the conclusion of the audit and the signing of contracts, they are identified, because the company takes full control and all internal information becomes available to it. After that, claims are made to the owner for compensation for losses that were not identified at the beginning. Rosneft, buying Bashneft, acquired a certain set of assets, when it didn’t receive them for some reason, it asks not for an asset, but for money.

Entrepreneur and economist Rinat Bichurin (St. Petersburg), on the contrary, calls this episode purely political: “There is no economics in what is happening between Rosneft and AFK Sistema. This is pure politics related to the redistribution of the market.<...>The lawsuit filed by Rosneft is a legal formalization of political issues. I would say that they use the right of the strong. Mikhail Leontiev's statement that the cause of the lawsuit was organizational and financial measures that led to the depreciation of assets by 106 billion rubles is a pretext.<...>Of course, Rosneft will never be a complete monopolist. But we must not forget that this company now has all the trump cards in its hands, the main of which is proximity to the first persons of the state, and it would be foolish not to use this."

Political scientist Vladimir Razmustov says that in fact this lawsuit is an attack on the owner of Sistema and an episode of the redistribution of property: “At one time, Yevtushenkov showed intransigence, not wanting to sell Bashneft at the price offered by Rosneft. It was at that time that he began to have problems. Rosneft’s desire to recover 106 billion rubles from AFK Sistema is a series of events, Yevtushenkov, as a businessman, used an outdated administrative resource. I mean Luzhkov. Now the new administrative resource is methodically and gradually cutting off pieces from his business.<...>All this is nothing but a redistribution of the market. Now everything is happening according to such a scenario that at one time they closed their eyes to this, but now you can open them a little.<...>Yevtushenkov was once a major lobbyist, today he is beginning to lose ground. It's already becoming apparent."

Well, something like this.

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