Vetoed offices

19.12.2012

The State vetoes the sale of the assets of the SAM defense industry plant in the center of Moscow. “Magma” investment company, the main owner of the plant, claims that the immovable property of the enterprise has already been sold.

At the extraordinary meeting of the shareholders of the “V.D.Kalmykov Moscow plant of accounting machines” OJSC (the SAM) last Friday, the representative of the State Alexander Simonov vetoed the sale of the venture’s immovable property by using the “golden share” right, A.Simonov told “Vedomosti”. 12.8% of the venture’s shares are state-owned.

The SAM specializes in the manufacture of electronics and computer hardware, IT systems and devices, means of communication and control, including the on-board computing systems for spaceships, “Elbrus” computer systems for the Ministry of Defense etc. The plant is located at the Nizhniaya Krasnoselskaya St., close by the Baumanskaya subway station.

The idea is to sell approximately 24000 sq. m of the venture’s territory, as Liubov Komonova, a shareholder of “Magma” investment company, the main owner of the plant, explains to “Vedomosti”. The SAM owns approximately 100000 sq. meters of immovable property. “Magma” is the holder of over 75% shares of the venture purchased from the conflicting shareholders of the SAM in 2011. The “Central Moscow Depositary” Group and the plant’s management owned nearly equal stocks of shares and argued about who was the holder of a stock of 21% shares.

At that time, L.Komonova says, the SAM was facing bankruptcy: the venture owed 146 million roubles in tax debts, 30 million – in salary debts; was late in paying bank credits at the amount of 130 million; incurred 62 million roubles of losses during the nine months of 2011. According to her, the debts were completely paid off within the year, and nine months of 2012 brought 210 million roubles of net profits.

L.Komonova elaborates by informing that the increase in the efficiency of the venture brought about the excess of immovable property, which the plant decided to sell for a profit, which was to be used for the reconstruction of the fixed industrial areas. She claims that the transaction has already been completed, but avoids naming the buyer. To her knowledge, the buyers intend to establish a B+ class business center in the purchased area with retail premises and restaurants.

Marat Khasanov, Advocate of the “Paradigma” Law Group, states that the transaction was contrary to the interests of the shareholders as it was executed for a price 8 times lower than the market price. His company represents the interests of “Rustehmash” LLC, which is a minority shareholder of the SAM and also a structure of A1 investment company. According to M.Khasanov, “Rustehmash” controls approximately 2% of the SAM shares.

L.Komonova affirms that the transaction was not a major one and the approval of the shareholders was not thus required. Therefore, says she, the veto power cannot technically be applied.

“Rustehmash” contests the transactions with the plant’s property in court, says the advocate. The files of the Moscow Court of Arbitration contain the claim by “Rustehmash” to contest the transactions executed in March of 2012 dealing with the sale of the plant’s buildings to “Realestatedevelopment” LLC.

Arthur Rokhlin, Partner of the Law Firm "YUST", says that everything depends on the venture’s charter: if the charter requires approvals by the general shareholders’ meetings even for non-large transactions, it means that now, after the veto by the representative of the State, there are motives to rule invalid the completed transactions. If, however, the charter contains no such provision, the veto will have no legal consequences.

“Magma” specializes in M&A, it was created by the persons who had previously left “Rosbuilding”.

“Vedomosti” newspaper dated 17.12.2012, No. 239 (3253).

For more detail see here.