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THE PHANTOM WHO OWNS RUSAL — OLEG DERIPASKA AND PHILIPPE MAILFAIT MAKE A CANADIAN DOPPELGANGER

DwB_1682

By John Helmer, Moscow

Records uncovered in Canada reveal that Oleg Deripaska’s (lead image, right) Moscow holding EN+, which is the controlling shareholder of United Company Rusal, the Russian aluminium monopoly, is controlled by Cash Titan Mining Corporation Group Ltd. This company has an office at 1 Eglinton Avenue East, Toronto, Ontario. The premises exist, but the company doesn’t — at least not in the federal Canadian and Ontario company registers. How can such a phantom represent itself as the offshore owner, and what part does it play in the plan Rusal announced [1] in 2013 “for the transfer of financial and economic activity to the territory of Russia”?

The answer ought to be available from Philippe Mailfait, a 64-year old French national and Montreal businessman, who sits on the board of EN+ as an “independent director”. Cash Titan Mining lists Mailfait as its only director [2]. But Mailfait
cannot be found, and EN+ won’t confirm he exists.

Artem VolynetsCash Titan Mining Corporation Group Ltd. lists itself, with office address, telephone number, and website [3]. In addition to Mailfait as the sole director, Cash Titan Mining also lists Artem Volynets [4] (right) as chief executive. The US-educated Volynets moved into Rusal after its merger with Victor Vekselberg’s Siberian Ural Aluminium (SUAL) in 2006. From deputy chief executive at Rusal Volynets became chief executive at EN+. He left that post in mid-2013 when Deripaska took over as president of EN+. He resigned [5] at the same time from his seat on the Rusal board. He is now working at an investment fund called Sapinda. That story can be followed here [6].

While Volynets cut his ties with the Deripaska group two years ago, Mailfait remains a listed member of the EN+ board [7] – the only independent of the 8-member group — and as a director of Cash Titan Mining.

Cash Titan Mining reports itself as “a leading Russia-based natural resources industrial group. We are involved in metals, mining, energy and logistics. The Cash Titan Mining Corporation Group was established in 2002 as a holding company for several aluminium smelters. Since then, we have completed various acquisitions, asset consolidations and underwent significant organic growth to become a diversified metals, mining and energy leader. Our assets hold top positions in the Russian and global aluminum and other non-ferrous metals industries, alumina and ferromolybdenum production, coal mining and electricity generation. We are actively developing new businesses, such as iron ore mining, copper, gold and rare earth metals production, nuclear energy and logistics projects. Cash Titan Mining Corporation Group holds a 47.41% stake in the world’s largest alumina and aluminium producer UC RUSAL, owns EuroSibEnergo PLC (the largest Russian independent power producer), SMR (one of the world’s largest ferromolybdenum producers), substantial coal assets and a logistics business. The core asset base of Cash Titan Mining Corporation Group is located in Eastern Siberia – in close proximity to fast growing Asian markets. Cash Titan Mining Corporation Group’s businesses employ over 100,000 people. Cash Titan Mining Corporation Group is one of the largest private investors into the Eastern Siberian economy – the Group’s investments in Eastern Siberian projects have to date exceeded $5 bn. The Group companies have completed the construction of Khakass Aluminium Smelter (UC RUSAL), Sorsk and Zhireken Ferromolybdenum Plants (SMR); current construction projects include Taishet and Boguchany Aluminium Smelters and Boguchany Hydro Power Plant (UC RUSAL, first generation units were launched in October 2012); a power plant to be located in Ust-Kut which is currently under design (EuroSibEnergo; capacity – up to 1,200 MW). Cash Titan Mining Corporation Group’s businesses are the largest tax payers in their respective regions. The pipeline of Cash Titan Mining Corporation Group’s investment projects in Russia’s East includes the development of iron ore, coal and other mineral deposits; construction of power plants and metal operations, electricity transmission lines, railway lines, and seaport facilities.”

This is a description of the Deripaska group of companies, including Rusal, EN+ and Basic Element [8], another of the group holdings. Legally, Rusal is registered in Jersey, the UK Channel Island jurisdiction. For more on the Jersey register of Rusal shareholders, read this [9]. In Rusal’s releases EN+ is listed as the vehicle through which Deripaska controls 48.13% of Rusal’s listed shares [10]. Deripaska is listed as the head of Rusal, of EN+, and of Basic Element [11].

EN+ describes itself as “a leading Russia-based diversified mining, metals, energy and logistics group. Our companies’ main assets – aluminium smelters, alumina refineries, ferromolybdenum plants, hydro power plants, mining and beneficiation enterprises, coal mines, transportation and seaport facilities – are located in the east of Russia.” For corporate governance, EN+ claims [12] it is a shareholder entity, the “supreme management body” of which is the “shareholders meeting”. The group doesn’t disclose who the shareholders are; they are reportedly directly or indirectly controlled by Deripaska, so the EN+ shareholders’ meeting has a complement and a quorum of one.

From time to time EN+ has floated the possibility that it would sell shares in the holding on the Hong Kong Stock Exchange, as well as in single assets, such as the molybdenum miner StrikeForce Mining and Resources (SMR), and the electric power producer, Eurosibenergo. “’The plans for the listing of EN+ group and/ or companies are still very much in place,” Volynets told [13] the South China Morning Post in April 2012, “but the time is not near yet.” The share sale schemes have stopped short of issuing public prospectuses, and the initial public offerings have been called off. The story of the abortive Strikeforce IPO can be read here [14]. The story of Eurosibenergo can be followed here [15].

The state bank VTB was reported in July 2011 as buying a 4.35% stake in EN+ from Basic Element, meaning Deripaska. Volynets convinced Reuters [16] and the Financial Times [17] to report the transaction as a “very important milestone in the path towards taking the company public.” Bank sources at the time described it as nothing of the sort. They claim it was window-dressing for a difficult debt repayment negotiation in which VTB and Deripaska decided to withhold from the market the terms they agreed for valuing Deripaska’s assets and securing them for repayment of his obligations. Read that story here [18]. Since that transaction, VTB has held a seat on the EN+ board. This is occupied by Riccardo Orcel (below, left), whose title at VTB is head of client coverage.

Orcel_Sokov

Last month EN+ announced [19] that it is trying to sell convertible bonds – that’s more debt dressed up as shares – to Chinese investors. The idea, said the current chief executive of EN+, Maxim Sokov (above, right), is borrow up to $1 billion; pay down some of the holding’s current debt of $1.1 billion , and apply some of the cash to completing the takeover of Siberian power utility Irkutskenergo; that is part-owned by the Russian state utility, RAO UES, and part-owned by EN+ through its Eurosibenergo unit. Consolidation of that asset has been the precondition in the past for Eurosibenergo to restart its IPO on the Hong Kong Stock Exchange.

When VTB took its seat on the EN+ board, Mailfait may already have been in his seat. Mailfait’s appointment at EN+ was reported [20] in February 2010 as a requirement of EN+’s creditor banks. In an interview [21] that month, the then chief executive of EN+, Vladislav Soloviev, acknowledged that Mailfait’s appointment to the board as an independent had been a condition of the holding’s creditors in the rescheduling and restructuring of its $1.05 billion in debts. He implied Mailfait was required by the banks, but he was independent of them. VTB’s requirement was tougher, he admitted, in placing Orcel on the board.

EN+ refuses to substantiate Mailfait’s status as an independent director, nor give any information about him. A search of company records [22] in Canada and France reveals that Mailfait came to EN+ after serving as a director of two corporations which went bankrupt on his watch – Eloda Corporation of Montreal [23], an advertising technology business, and Vivarte of France, a conglomerate of retail clothing businesses and labels. Eloda went under for less than a million dollars; Vivarte [24] for €2.8 billion.

Mailfait’s two personal businesses [25] in Paris, Capitalaria and SCI La Ribordiere, list office addresses at 15 Rue Henri Heine (below, left) and 85 Quai d’Orsay (right).

1werr

Capitalaria, a general investment fund [26], commenced in 2006; Mailfait joined in October 2009; that appears to be about the same time as Mailfait was tapped by Deripaska for his EN+ role. The telephone number for this company doesn’t ring. It is reported to be “temporarily blocked”. The telephone at the real estate investment fund La Ribordiere is also “temporarily blocked.” There appear [27] to be three employees at Capitalaria, and none at La Ribordiere except for Mailfait.

In Montreal, where he studied for a business degree, Mailfait has given his personal office address at the former premises of Eloda. The telephone rings without answer. The office Cash Titan Mining lists for itself is Suite 520 on One Eglinton Avenue (below), Toronto. The telephone there also rings without answer, and on the fifth floor of the building there is no such number. The building concierge says he has never heard the business name. There is no trace of Mailfait.

One Eglinton Avenue

According to a Rusal insider, nobody in senior management has heard of him. Deripaska, the source adds, “created many such structures, discretely separate from his management.” In Rusal company reports and releases, there is no reference to Cash Titan Mining.

EN+ in London says it has never heard of Mailfait. The EN+ spokesman in Moscow, Andrei Petrushinin, said “we are not a public company; we are not obliged to disclose these data.” At VTB Orcel refuses to say what he knows of Mailfait, or which banks have designated him as their “independent” on the EN+ board. Asked the same questions Volynets is also silent.

A search of Canadian corporate registration records reveals that Cash Titan Mining is not listed as a federal corporation, nor is it on the Ontario records as a provincial corporation or business. If Mailfait runs Cash Titan Mining, it’s a phantom – or a doppelganger. The last time Deripaska used a doppelganger was in September 2009 – and that was in a sensitive transaction with the President of Guinea, in Conakry, capital of the west African republic. That story can be read here [28].