A view of Moscow NPZ refinery (MNPZ)
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Moscow Refinery Needs a Registrar Substitute
On August 8, Moscow NPZ refinery (MNPZ) officially notified the holders about “commencing the registrar replacement procedures” in the wake of the BOD decision against prolongation of agreement made with Sibneft-close R.O.S.T. Registrar. Now the BOD is to select a new registrar till the middle of the next week, which is hardly possible – Sibneft reps are bound to block any respective agreement so that the loyal R.O.S.T. will remain in charge of the MNPZ register.
One of the core shippers of petroleum to Moscow, MNPZ processed 9.4 million tons of crude in 2004, having posted the sales of 4.6 billion rubles and the net profit of 27.9 million rubles. Moscow Oil & Gas Company (Russian acronym is MNGK) set up by the Moscow government and Sibir Energy, which is controlled by MNGK President Shalva Chigirinsky, holds 38.13 percent in stock capital (50.84 percent voting stocks); Sibneft companies own 35.1 percent (36.84 percent voting stocks); Tatneft affiliates control 17.73 percent (7.64 percent).
In a statement promulgated on August 8, MNPZ notified the holders about the BOD resolution, whereby the company will not extend the agreement with its registrar – R.O.S.T., which expires September 1. No new registrar has been put forward yet.
In view of the general split-up between the MNPZ holders (MNGK vs. the alliance of Sibneft and Tatneft), the choice and subsequent appointment of the new registrar will face a raft of hurdles. MNPZ Charter specifies that any decision pertaining either to concluding or canceling a registrar agreement requires the seven-vote majority in the BOD. In its today’s strength, the BOD has nine directors, including five spokesmen of MNGK, three representatives of Sibneft and a representative of Tatneft. Thus, each party to the conflict may easily block the decision of its opponent.
The lawyers say, though the RF regulations don’t explicitly define procedures to be applied should the agreement with the registrar expire with no substitute available, the existing registrar usually proceeds with the duties. At present, Sibneft and Tatneft are involved in the arbitration procedures, seeking to invalidate resolution of the MNPZ annual meeting in favor of paying preferred stock dividend. But with no dividend paid, all preferred stocks possessed by Sibneft-Tatneft alliance will get the voting right, allowing the above alliance to benefit from majority at the holders’ meetings.
www.kommersant.com
All the Article in Russian as of Aug. 09, 2005
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