The head of the Dispute Resolution and Mediation Practice of ART DE LEX, Artur Zurabyan, commented on competing shareholders’ offers for the Rostov-on-Don Airport
The construction of the new Yuzhnyi Airport in Rostov-on-Don started last weekend, but the struggle for the old one is ongoing. According to information from the airport, a Cyprus company, Nosencore Limited, offered to purchase the common shares of the Rostov-on-Don Airport. Interfax stated that, as of 30 September 2014, Nosencore owned 33.33 percent of the shares of the Rostov-on-Don Airport, and Cyprus Setrelia owned 8.03 percent. Interfax wrote that these companies are associated with a local businessman, Ivan Savvidi. Rostovairoinvest, a joint enterprise of the holding company Renova, Aeroporty regionov, and the Ministry of Property of the Rostov Region, owns 50.67 percent of the shares.
Interfax reported that Nosencore had offered to repurchase the common shares of the airport at the price of RUB 1913 per share. A source close to Nosencore confirmed this information to Vedomosti.
The board of directors of the Rostov-on-Don Airport determined that the proposal was not in accordance with regulations, in that it did not provide a bank guarantee and the offer did not include a final price. Earlier, in October, the board of directors had approved a mandatory offer of Rostovaeroinvest to repurchase the airport shares at the price of RUB 770 per share.
Vedomosti reported that Nosencore, “for their own needs,” assessed the shares and concluded that the market value of the stocks was much higher than RUB 770. At the beginning, theirs was a counteroffer to Rostovairoinvest’s proposal, but they changed their position after a legal review. “Now it’s considered as an open offer. The Cyprus company independently will distribute this information among the minority shareholders,” Vedomosti reported. An attempt to obtain a comment from Nosencore’s representative failed. In addition to the absence of a bank guarantee, Nosencore did not send their offer to the Central Bank. As a result, their offer is incomplete. A representative of Aeroporty regionov said only that the minority shareholders were mainly individuals who owned a small number of preferred shares.
The head of the Dispute Resolution Practice of ART DE LEX, Artur Zurabyan, believes that, on the basis of public data, the beneficiaries of the Cyprus offshore company apparently are preparing an evidentiary foundation for challenging the parameters of the mandatory offer. The goal is to have an opportunity to oblige Rostovaeroinvest to redeem shares at a higher price or to eliminate the possibility of a shareholders’ vote.
