Artur Zurabyan, of ART DE LEX, commented on the appeal of a former top manager of PhosAgro in a Cyprus court over his loss of a share in the company
A former PhosAgro top manager applied for a quarter of the company
About a month ago, PhosAgro said that one of its former top-managers, Alexander Gorbachev, appealed to the Limassol District Court to challenge the decision of PhosAgro to deprive him of his share in the company. PhosAgro claimed that Gorbachev has never was a shareholder and does not have any rights to a share in PhosAgro. Vedomosti managed to find out the details of the dispute.
Gorbachev named 14 defendants in a private penal complaint, which Vedomosti has seen. Andrei Guryev, Evgenia Guryeva, Igor Antoshin, and Cypriot companies, the equity holders of PhosAgro, are among the defendants. An acquaintance of Gorbachev verifies that Andrei Guryev is the deputy chairman of the Board of Directors and the principal owner of PhosAgro. Trusts, the beneficiaries of which are Guryev and his family, own 45.46 percent of the shares of PhosAgro. A person familiar with them stated that Evgenia Guryeva is the businessman’s wife. Together with her 4.82 percent of the company, Guryev’s family has a controlling share of 50.28 percent. The source also told Vedomosti that Antoshin is the counselor of general director of PhosAgro and controls 12. 6 percent of its shares.
The complaint states that, around July 2011, the defendants intentionally deprived Gorbachev of his rights to 24 percent of the shares of PhosAgro. It further explains that these shares were registered as companies in Cyprus and that, as proxies of the plaintiff, the defendants dispose of these shares on the London Stock Exchange.
Gorbachev and Guryev created PhosAgro together at the end of the 1990s, using the assets of the Menatep group. A person familiar with Gorbachev explained that Gorbachev was a member of the board of the company. At that time, the partners concluded an oral agreement, according to which Gorbachev received a share in the company. However, Gorbachev maintains that there is documentary evidence to support his position. The source reported that, in 2003, Gorbachev was forced to emigrate because of possible prosecution connected with the Yukos Oil Company case, but before that, Guryev renewed his promise, assuring Gorbachev that he will keep the shares. In 2011, PhosAgro held an IPO on the London Stock Exchange. Guryev’s entities sold 10.3 percent of the shares for USD 565 million, and the value of PhosAgro was estimated at USD 6 billion. A source told Vedomosti that Gorbachev continued to believe Guryev would return the shares because they formally stayed best friends and close partners. He added that Gorbachev negotiated for the transfer of 24 percent of the shares to himself, but he received nothing. Afterward, he turned to the courts.
A person close to Guryev revealed that Gorbachev first spoke about his shares in 2012, but he provided no documents to prove his claim. The source maintained that no agreement between Guryev and Gorbachev exists or ever existed. He insists that, while Gorbachev was the chairman of the Board of Directors, he did not play a real role in the formation of the company and performed a representative function.
Two individuals acquainted with both Gorbachev and Guryev said that Guryev created the company and that Gorbachev inflated his position. One of them added: “The relationship between Gorbachev and Guryev was not the relationship of two equal partners.” However, another source of Vedomosti familiar with both Guryev and Gorbachev remembered that “once Guryev really said that Gorbachev is his partner.” Alexey Sitorenko, a lawyer for PhosAgro, remarked that the trial is a private criminal proceeding and does not allow for the seizure of the shares or any other property.
