In the spring of 2017 the authorities of the so-called “DNR”, “nationalized” enterprise “Orthodox oligarch” Victor Nusenkis, who were in the occupied part of the Donetsk region. After that, he in fact remained only the coal assets: Pokrovskoe mine and concentrating factory “Svyato-varvarinskaya” (both in Pokrovsk). It is Ukraine’s largest suppliers of coking coal, which is needed for the production of coke, used by steelmakers for iron production. At the beginning of 2018 and their only client was the group “Metinvest” Rinat Akhmetov and Vadim Novinsky. Probably already preparing the transaction for the sale of these assets.
At the end of summer Victor Nusenkis sold several legal entities of the group “Donetskstal”, “Metinvest” and a number of foreign companies with unknown beneficiaries, finally leaving the ranks of big Ukrainian business.
Who bought it?
“Metinvest” has acquired 24.9% of the shares of the group “Donetskstal”, which includes the company’s (SHU) “Pokrovskoye”, — reported in August, the press service of Metinvest group. The interests of the company is Dutch Metinvest B. V.
The remaining stakes in several urlich group “Donetskstal” were distributed to Altana Limited, Misandyco Holdings LTD, Mastino Trading LTD (Cyprus) and Treimur Investments Limited (British virgin Islands). Beneficiaries remained unknown.
Due to the fact that the share of each company does not exceed 25%, the transaction did not require approval of the Antimonopoly Committee of Ukraine (AMCU). Because the legislation States that the grounds for appeal to the AMC for this is “acquisition of shares, shares, shares resulting in achieving or exceeding 25% or 50% of the votes in the Supreme management body of the entity”.
“The distribution of shares among multiple related companies makes it possible to avoid the necessity of obtaining the consent of the AMC. In this context it must also be noted that the antitrust laws under a business entity means not only a specific company but a group of companies linked by relations of control,” — says in the comments Delo.UA Alexey kot, managing partner of antika.
So upon the purchase of assets for the three Cypriot and one of the virgin companies were supposed to be not related to Metinvest and its beneficiaries face.
Photo: Beneficiation plant Svyato-varvarinskaya (Pokrovsk)
However, in early September, a General meeting of shareholders of PJSC SHU Pokrovskoe, where decisions were made allowing us to make some assumptions. Then was formed the new Supervisory Board of the company, which included: Evgeny Shelekhov; Andrey A. Natrus; Egor Viktorovich Kovalenko.
Shelekhov represents the interests of the shareholders of Metinvest B. V. Kovalenko — independent Director.
But Andrew Nitrus represents Misandyco Holdings Ltd. The person with such name and surname is also the Director of corporate rights and management of PJSC “Smart-holding”, which manages the business assets, the people’s Deputy of Ukraine Vadim Novinsky (part owner from 23.76% of Metinvest B. V. is a holding company of Metinvest group).
Delo.UA appealed to the press service of “Smart Holding” with a request to comment on why it represents the interests of the Cyprus company, as well as Misandyco associated with Vadim Novinsky. However, “Smart” is not the answer to our questions.
The press service of the holding “Metinvest” also did not respond to a request Delo.UA please explain, how are the new members of the Supervisory Board of the mine office “Pokrovskoe” Andrew Natrus and Egor Kovalenko with the holding company and its shareholders.
What top Manager of “Smart-holding” represents Misandyco Holdings Ltd. in the Supervisory Board SHU “Pokrovskoe” — not a direct proof of the connection between the companies.
Although it should be noted that Misandyco is also a shareholder in “Dnipro coke” (Kamenka, Dnipropetrovsk region., coke), which for several years trying to become the “Metinvest”. In addition, from the 4th quarter of 2017 Misandyco owns a 9% stake zaporozhnerudprom (Zaporozhye, extraction of sand, gravel, decorative and building stone…). On request Delo.UA in “Smart-Holding” have confirmed that it is the Zaporozhye plant included in their area of interest. “But it is not the asset of the majority stake,” — said the press service of the company Vadim Novinsky.
Although two years ago it was “Smart-holding” denied delivery “Zaporozhnerudprom” building materials in Russia for the construction of a bridge across the Kerch Strait. This, at least, means that while the operation of the Zaporizhzhya enterprises were sensitive to the company of Vadim Novinsky. But according to official statements, the shareholders of “Zaporozhnerudprom” changes almost every six months.
Delo.UA decided to learn more about Cyprus Misandyco Holdings. Thanks to OCCRP (Organised Crime and Corruption Reporting Project, a project of investigation of corruption and organized crime) we received copies of the registration documents of this company.
On the one hand, anything surprising in it. Misandyco Holdings was established in 2011, practically does not conduct active work. The statutory Fund of 1 thousand euros, the sole shareholder and Director is the citizen of Greece’s Alexander Democide (Alexandra Damotsidou). Typically, such companies are established in Cyprus to represent the interests of foreign businessmen who want to hide their business activity.
However, among a half dozen of the documents was an extract from the registry of mortgages and encumbrances (Register of Mortgages and Charges, the full text of the document is in the editorial Delo.UA).
It recorded a debt of $900 million to the company Viktor Nusenkis Fintest Trading, which is secured by collateral in the form of assets of LLC “Industrial Koalas holding” (Kiev), LLC “Socio-industrial building “Energo”, 20,01% of shares of PJSC “Donetsksteel-MZ” and “mine Holy virgin No. 3” (all — Pokrovsk).
Photo: copy of an extract from the register of encumbrances and liens of the Republic of Cyprus
But who and what should the company Nusenkis such a considerable sum? Delo.UA asked the representatives of investment and legal companies, that may mean the figures in this document.
Lawyers one of them on condition of anonymity, explained the essence of the document. 10 September 2018 was registered encumbrance (pledge) with first priority by 20.01% of shares of PJSC “Donetsksteel-MZ” (and other assets previously part of the group “Donetskstal” — Delo.UA), which belong Misandyco Holdings Ltd. “Priority” means that if the same asset will be applied is vital, when collecting the requirements of the mortgagee a first priority will be redeemed first.
The amount of the secured obligations (debt contract, loan, etc.) — $900 million.
“From the document it is impossible to draw an unambiguous conclusion. $900 million — the total amount of possible liabilities. It is not only the price of assets. It can be laid, the penalty for late payment, fines payment. However, the figure over time could be less in fact. For example, because there was a partial repayment of the debt,” — said on condition of anonymity, a corporate lawyer who has experience with Cyprus.
He added that the obligations — only before the mortgagee or persons on whose behalf acts the mortgagee. That is, Fintest Trading Co. Ltd.
Who needs $900 million?
It depends on what kind of transaction provides collateral. Most of the experts agreed that it is the total value of sales of Ukrainian assets Nunsenkis. Excluding the debt of the group “Donetskstal” to creditors.
“Metinvest” reported that to 24.99% in several coal assets in Ukraine the company for 6 years and will pay about $190 million, Purely arithmetically 100% should cost about $760 million more from took $140 million?
“Of the total, $760 million — the amount of the transaction, and $140 million — interest” — the analyst of the Concorde Capital investment company Dmitry Khoroshun. In his view, if we assume that $760 million is payable in six equal amounts over six years, at a rate of 5.25% per annum turns out that you need to pay for 6 years $140 million per cent. “For the debt secured by the stock of assets of the group “Donetskstal”, the rate of 5.25% per annum realistic,” said Delo.UA Dmitry Khoroshun.
photo: shakhtoupravlenie Pokrovskoye
Co-investors out of the game
Attracting Misandyco and three other partners to purchase the assets of Viktor Nusenkis can be a technical matter. For example, it can be assumed that the company Akhmetov, Novinsky at a specific point in time, there was no free resources to quickly comply with the terms of Nusenkis. Or arrangement it was necessary to document in a short time, which did not allow to obtain all the permits of the AMC. Therefore, Metinvest attracted co-investors who don’t need publicity.
After all, if the Antimonopoly Committee of Ukraine will receive confirmation that “raspredelenie” shares of the purchaser was made, then he will open an investigation. Lawyers interviewed noted that the AMC now has an extensive database on the corporate structure of the majority of Ukrainian financial-industrial groups, including information about friendly to them offshore companies with nominee Directors or shareholders.
“Therefore, submission of formal documents that indicate some of the ultimate beneficiaries (which in fact are the nominal holders of the shares) will most likely not be regarded as a lack of guilt. The Committee has extensive experience in identifying hidden corporate ties and, as practice shows, does not hesitate to apply to foreign antitrust agencies when the need arises,” he said Delo.UA Alexey kot, managing partner of antika.
The penalty for a concentration without the consent of the AMC is up to 5% of annual turnover of the buyer. “In any case, obtaining a permit from the AMCU for concentration will cost the parties to the transaction is much cheaper” — sums up Alex the cat.
But there is another practical result of partial, rather than total, occurrence of “Metinvest” capital group companies “Donetskstal”. They have already stated about getting a reliable supplier of coking coal. But his statements do not consolidate the debts of the group “Donetskstal”. According to estimates Concorde Capital is about $1 billion.
“Metinvest makes sense to consolidate debts, from the very beginning. Few years, these assets of the group “Donetskstal” will repay the debts, and then will be consolidated through the implementation of Metinvest option to purchase 75,01% (“Metinvest” reported receiving such a call option in mid-September 2018 — business.UA), “—says the analyst of Concorde Capital Dmitry Khoroshun.
To become the owner of the remaining shares, the company Akhmetov/Novinsky will have to fulfill the obligations of these co-investors prior to the initial seller and obtain approval from the Ukrainian and foreign antitrust authorities. It turns out that Metinvest will eventually pay structures Nunsenkis. “Purchase option — a convenient option in the transaction. Now buys a bit less than 25%, and the rest after obtaining permits from government agencies. But Metinvest already have an irrevocable right to purchase the balance of the agreed price now,” — says on condition of anonymity, an investment consultant working on the Ukrainian and international markets.
But almost certainly in the holding Akhmetov/Novinsky consider the cost of repayment of debts of the group “Donetskstal”. Yesterday it was announced that, after lengthy litigation former businesses of Nusenkis agreed within 1 month to pay the debts of about 2 billion UAH, which were previously owned by different commercial banks. The recipient group ICU Makar Pasenyuk and Konstantin Stetsenko, who are called investment bankers Petro Poroshenko.
The company, which two months ago was in the verge of bankruptcy, after a change of owners agreed to pay debts at face value. Although court decisions known that the ICU is buying the banks debt at a discount of up to 88%.
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