The daughters of the owner of the Swiss company Noga, Nessim Gaon, entered the fight for the Trekhgornaya Manufactory office and shopping complex in the center of Moscow.
They, as minority co-owners of the facility, are challenging the decision to issue additional shares in favor of structures associated with the owner of Basic Element Oleg Deripaska. To win in court, the plaintiffs need to prove that the purpose of the additional issue is an unfair increase in the share of control of the majority shareholder, lawyers advise.
Koen-Gaon Daniel Felicity Tova and Erzog-Gaon Marguerite are asking the court to invalidate the decision of the Supervisory Board of Trekhgornaya Manufactory PJSC on the additional issue of 26 million ordinary shares of the company. Kommersant found this information in the filing cabinet of arbitration cases.
PJSC “Trekhgornaya manufactory” owns the eponymous office and retail complex for 140 thousand square meters. m in the center of Moscow. From the disclosure of the list of affiliated persons of the company, it follows that 76.12% of the voting shares of the company belong to the Cypriot Healer Side Holdings Ltd., registered to Elena Antoniou. She is the nominal holder of the company in the interests of the owner of Bazel, Oleg Deripaska, say Kommersant’s sources in the real estate market. In addition, Ms. Antoniou was mentioned in 2011 in the list of affiliates of Irkutskenergo, where Oleg Deripaska was then a member of the board of directors.
The ex-head of VEB Viktor Chernukhin could have been a businessman’s partner in Trekhgornaya Manufactory, Forbes reported in 2017. At the same time, Mr. Chernukhin went to court in London, accusing the owner of Basic Element of an unfriendly takeover of Trekhgornaya Manufactory. In 2020, the court sided with the plaintiff, demanding that Mr. Deripaska pay $95.2 million.
Koen-Gaon Daniel Felicity Tova and Erzog-Gaon Marguerite each own 7.1% of Trekhgornaya Manufactory, according to SPARK-Interfax. They are the daughters of Nessim Gaon, the founder of the Swiss Noga, Forbes wrote. In the early 2000s, this company tried to recover $1.5 billion from the Russian Federation. Noga “Kommersant” could not be contacted. A representative of Trekhgornaya Manufactory told Kommersant that the plaintiffs have rich experience in corporate wars and it is difficult to determine what goals they set in this case.
The authorized capital of Trekhgornaya Manufactory before the additional placement was divided into 2.1 million ordinary and 1.1 million preferred shares, follows from the company’s financial statements. An additional issue of 26 million shares may lead to a serious dilution of the shares of minority shareholders, their share after the issue is reduced from 14% to less than 2%, explains Forward Legal lawyer Oleg Sheikin.
To win in court, minority shareholders must prove that the main purpose of the additional issue is an unfair increase in the share of control of the majority shareholders, says Mr. Sheikin. In addition, the plaintiffs may try to prove that the placement price of the shares does not correspond to the market, adds Pavel Zhelnovod, managing partner of Nova Consulting. On the other hand, Westside’s managing partner, Sergey Vodolagin, suggests that the minority shareholders may have the goal of forcing the majority shareholder to buy out their stakes at an inflated price.
The additional issue was planned among Prioritet JSC and Allur LLC, follows from the decision of the Board of Directors of Trekhgornaya Manufactory. Anton Myagkov, who heads Marengo LLC, owned by Pavel Ezubov (in the media, he is called a relative of Oleg Deripaska), is listed as the CEO of Prioritet in SPARK-Interfax. Through a chain of legal entities, Allur owns a concrete products plant in Adler, which was previously part of the Glavstroy group, owned by Mr. Deripaska.
Buyers of shares can make payment by transferring shares in OOO Prechistenskaya Residence, Krasnye Vorota and Razvitie. A representative of Trekhgornaya Manufactory specified to Kommersant that this would allow the consolidation of assets – a high-rise building near the Krasnye Vorota metro station and a complex on Prechistenskaya Embankment in the center of Moscow.