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Norwegian telecommunications holding company Telenor is trying to prove that its partner in Russian operator Vimpelcom "Alfa Group"provoked the cancellation of the shareholders agreement in illegal manner. According to the Norwegians, it has reduced its stock in Vimpelcom artificially, providing loans for buyers of its shares.
Telenor filed additional material to its suit against Altimo (controls the telecoms of "Alfa Group"), requiring to return the right to participate in the repurchase of Vimpelcom additional shares. Due to the fact that Telenor (as Altimo) has been deprived of this right, the largest package of voting shares in Vimpelcom - 29,6% - has gone to Naguib Sawiris, an Egyptian citizen, and the proportion of Norwegians blurred from 36.03 to 25%.
But Sawiris can't take part in company's board of directors yet. Telenor has refused to change the shareholders' agreement with Altimo from 2009, which, in particular, describes the structure of company's board of directors: three seats belong to the Russians, three - the Norwegians and yet another three go to independent directors.
But this agreement ceases to be legitimate if one of its members reduces a stake in Vimpelcom to less than 25% of the voting shares. That what Altimo did in June 2011 by selling 5.995% of voting shares in Vimpelcom for $101.35 million to Cyprus-based "Forrielite", belonging to "Rosnano" deputy CEO Oleg Kiselyov. On December 10, 2011 the agreement should cease, and the shareholders of Vimpelcom will be able to allocate seats in proportion to votes.
Telenor tries hard to prevent this from happening. It added to its suit the requirement to renew the shareholders' agreement before the end of the proceedings in London court. Telenor explains that it received documentary evidence that the "sale of the preferred shares of Vimpelcom by "Altimo Cooperatief" to "Forrielite" is an illegal deal, pursuing the purpose of temporary placement of securities in order to violate Vimpelcom shareholders' agreement.
In June 2011 "Forrielite" reported that it paid 5,995% of Vimpelcom shares by means of credit line amounting to $108 million, provided under 5.5% per annum by "Sparrowhill Trading" registered in the British Virgin Islands (BVI).
A beneficiary of "Sparrowhill"arethe same ones as in Altimo: Mikhail Fridman, German Khan and Alexei Kuzmichev, Telenor has found out from the documents obtained in the course of the trial with an agent of "Sparrowhill" registered at BVI. That is, the shares are bought from the "Alfa" with its own money. The Norwegians call to a London stated the following: share of Altimo in Vimpelcom stock has decreased as a result of sham transactions and shareholders' agreement shall remain in force.
Legal proceedings with the agent of "Sparrowhill" registered in BVI were initiated by Norwegians just to oblige him to reveal the final shareholders of "Sparrowhill", says Telenor representative Anna Ivanova-Galitsina. Telenor succeeded in it, she says. According to her, holding expects to maintain shareholders' agreement of Vimpelcom, as it "makes Vimpelcom stronger and increases the company's valueby providinggreater protection to minority shareholders".
Altimo does not finance the deal of Kiselev and does not own "Sparrowhill", assures its vice-president Eugene Dumalkin. If "Sparrowhill" is somehow associated with the owners of Altimo, there is nothing illegal, this form of financing is normal for the corporate market, says a source close to the shareholders of "Alfa Group": example - the operators, which buy equipment on credit lines opened by its providers.
Vimpelcom shareholders' agreement says that the stock of "Alfa" structuresand its shareholders in Vimpelcom drops below 25%, this is sufficient for termination of the agreement. A provision of the loan is not a reason to believe that a person is affiliated with it, indicates the managing partner of law firm "Hogan Lovells" Oxana Balayan. Sale of 5,995% of Vimpelcom shares to Kiselyov took place in full accordance with the shareholders agreement and the commitments made by Altimo in an English court, emphasizes Dumalkin. At the same time Altimo has not entered into any agreements with Kiselyov on voting with these shares, he added.
Yesterday "Vedomosti" couldn't get comments of Kiselyov and Sawiris.