By John Helmer in Moscow
“The cleverest subtlety of all is knowing how to appear to fall into the traps set for us,’ is the maxim coined by La Rochefoucauld, one of the cleverest of the 17th century French courtiers. His wounds as a soldier, and the even more serious ones he took in politics, qualified him for early retirement, which he spent making sophisticated ladies nod in agreement at his bitter apophthegms. “People are never caught so easily as when they are out to catch others.”
The outcome of the voting this week by 77% of Norilsk Nickel’s shareholders indicates that although Oleg Deripaska has won a seat for himself on the board, plus one for his chief executive, Alexander Bulygin, and a third for his shareholding ally, Mikhail Prokhorov, he’s in a trap of his own making, from which it will take time to extricate himself.
The stock market reaction to the vote at the AGM of Norilsk Nickel (GMKN:RU) initially misunderstood the result, and cut the share price by 4% to $242; that was decidedly worse than the RTS index as a whole for the day. The pessimism appears to have stemmed from the view that there had been no decisive outcome — neither for controlling shareholder, Vladimir Potanin, nor from hostile takeover bidder UC Rusal, the Deripaska company.
With 24 hours of reflection, the negative sentiment in the market began to dissipate, as Rusal’s weakness, and Potanin’s prospective strength, began to be more clearly valued. In Wednesday trading, the share has recovered 1% to $244.50.
Although analysts and wire services attributed three seats on the new board to Deripaska, who has a 25% stake in the company, in fact Mikhail Prokhorov, who swapped his 25% in Norilsk Nickel for 14% of Rusal, had obliged Deripaska to back him for the board, according to the terms of their sale and purchase agreement. That was no favour on Deripaska’s part, for it meant that he slighted his bigger stakeholder in Rusal, Victor Vekselberg, who was also on the Rusal slate for the Norilsk Nickel election, but failed to win a seat. Vekselberg holds 18.9% in Rusal with his partner, Len Blavatnik. As Mineweb reported last week Vekselberg has begun negotiating terms for something of a separate deal with Potanin, leaving Deripaska isolated, unable to advance to a takeover of Norilsk Nickel, and unwilling to withdraw.
It is this uncertainty, with the possibility of a share overhang if Deripaska is ousted and obliged to sell; or a dilution of share value, if he uses hostile takeover tactics, which has depressed Norilsk Nickel’s share price below the $316 mark for several weeks.
Prokhorov, sources close to Potanin and Norilsk Nickel, suggest may also prove as unpredictable and uncontrollable for Deripaska as Vekselberg.
The outcome of the voting for the so-called independent directors also demonstrated how unappealing Deripaska’s combination of blunt takeover tactics and sophisticated incentives are proving to be. Rusal agreed to promote as its choice of independent, Kinross boss, Tye Burt. He was initially chosen by Prokhorov. But despite the support of both, Burt failed.
More successful was Michael Levitt, an American investor and head of Stone Tower Equity. Levitt’s nomination had come from Potanin’s holding Interros; his election drew the observation from the Rusal forces that he was less than independent. At Interros, it was observed that the minorities favour the independence that they know.
Despite months of expensive research and intensive campaigning, the Rusal voting bloc was extended to its limit. Potanin’s potential voting support is substantially greater, and it includes Alisher Usmanov, part-owner of the iron-ore and steel group Metalloinvest. Usmanov has struck a deal with Potanin to buy up to 10% of Norilsk Nickel, while Potanin will take over about 25% of Metalloinvest – half of Usmanov’s shareholding. However, those who believe Usmanov has already acquired between 5% and 10% of the Norilsk Nickel shares agreed to, believe this came too late for him to vote them at Monday’s AGM.
He will have more clout in time, when and if a new shareholder vote will be called to elect the expanded board of 13 members, which the AGM resolved to appoint next. The new board can be elected if shareholders owning at least 10% were to call an emergency shareholders’ meeting; notice will require at least 90 days. If the new vote is called immediately, this week’s board will last only three months. However, depending on what Potanin and Deripaska want, the board expansion vote may be delayed until the next AGM, in a year’s time. Interros declined to comment on its intention at this point.
Two seated independents, Guy de Selliers, a Belgian with international investment banking experience, and Heinz Schimmelbusch, were re-elected. Rusal has reportedly backed Selliers for the chairman’s post, but that is now likely to go to Potanin’s man, Andrei Klishas, or Potanin himself, when the new board meets on July 7. The three Potanin candidates on the new board are Potanin, Klishas, and Andrei Bugrov. Depending on which way Selliers wavers, Potanin now commands 6 of the 9 board votes. If Usmanov proves strong enough to add himself to the new board, Deripaska has to fear a breakaway vote by Vekselberg.
Prokhorov has yet to make clear what he plans to do if Deripaska cannot make headway, and is pressured to sell out. Igor Petrov, spokesman for Onexim, Prokhorov’s holding, told Mineweb: “I don’t have comments for Onexim, as it is not Norilsk nickel’s shareholder.”
Olga Paleva from Metalloinvest had no comment on Usmanov’s behalf. Rusal refused to respond to questions.