A view of Moscow refinery
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Sibneft to Seize Moscow Refinery under the Charter
The BOD sitting at Moscow NPZ refinery was never held past Friday due to the absence of quorum. The directors were to focus on requirements of Sibneft companies, calling for the EGM of the refinery.
Moscow Oil & Gas Co. holds 50.84-percent voting stocks in the Moscow NPZ and 38.13 percent overall. Sibneft companies hold 35.1 percent (36.84 percent of voting stocks); Tatneft structures own 17.73 percent (7.64 percent voting stocks).
The Board of Directors of Moscow NPZ was to meet Friday first time in its new strength. The directors were to elect their chairman and, following the demand of Sibneft companies, decide on convening an Extraordinary General Meeting (EGM) of the refinery. But they never met that day due to the absence of quorum.
Sibneft declined to specify whose representatives had neglected the meeting and never explained the reasons for another EGM.
In tandem with Tatneft, Sibneft might be trying to get control over Moscow NPZ, said the sources close to Moscow Oil & Gas Co. To this effect, they need voting status for preferred stocks that could be obtained provided no dividend has been paid for preferred stocks at all, or if paid, it has amounted to less than 10 percent of the net profit.
For this purpose, Sibneft spokesmen are to challenge the legality of the Annual General Meeting (AGM) of Moscow NPZ, the lawyers told Kommersant. The AGM resolved to accrue 2004 dividend on preferred stocks but, pursuant to the Charter of Moscow NPZ and the RF Law on Joint Stock Companies, “the company may not resolve to pay (or declare) dividend, should the worth of its net assets be below its stock capital on the date of the decision.”
Moscow NPZ has 78.8 million rubles in stock capital, while the worth of the net assets amounted to a bit over 7 million rubles at close of the first quarter of 2005.
The absence of the Friday’s meeting paves the way for Sibneft to independently arrange the EGM, avoiding its unexpected breaking on date of the holding. The EGM is to be convened within 70 days of the date of the request, i.e. Sibneft is likely get control over Moscow refinery this August.
Sibneft declined to comment on this scenario.
www.kommersant.com
All the Article in Russian as of June 14, 2005
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