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By John Helmer

In the Russian folk tradition, Dyed Moroz (Father Christmas) doesn’t give children their presents because they have been well-behaved all year. Instead, he responds to those who shout the loudest to catch his attention.
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By John Helmer

EBRD says bauxite and aluminium loans innocent until proven guilty

MOSCOW (Mineweb.com) — The European Bank for Reconstruction and Development (EBRD), a London-based lender for resource development in Russia and Central Asia, is covering up allegations of corruption in a Russian-directed takeover of an aluminium smelter in Tajikistan, the largest in Central Asia, and Tajikistan’s principal enterprise. EBRD officials are emphatic that there is nothing for them to investigate in the text of an arbitration ruling issued last November in London, or in parallel and subsequent court proceedings in the UK High Court. To understand why the EBRD insists on ignoring the possibility that its own loan agreements are being violated, it is necessary to reconstruct what has happened, and what is at stake for the global aluminium industry and its creditors.

On June 25, Olivier Descamps, the EBRD executive in charge of Central Asia and “early transition countries”, was in Tajikistan on a visit. Descamps has been at the EBRD for more than a decade, but in his new post for only a short while. Accordingly, the bank says, Descamps was making his first trip to familiarize himself with the country, and some of its main assets. On June 26, a Sunday, when a colleague says there was little else for him to do, Descamps also visited the biggest asset in the country, and its largest export earner, Tajikistan Aluminium Plant (TadAZ).

The day before, on June 25 an aircraft brought a delegation from Norway to Tajikistan. This included Norway’s Ambassador to Russia and Tajikistan, Oywind Nordsletten, and senior executives of one of Norway’s largest companies, Norsk Hydro. The ambassador told Mineweb through a spokesman that the delegation met, among others, with President Emomali Rahmonov.

According to an interview with Jean-Patrick Marquet, an EBRD resource banker, and Fernand Pillonel, the EBRD station chief in Tajikistan, they have heard that Norsk Hydro met with Tajikistan’s President on June 26. “The two missions were a coincidence — these things happen”, Pillonel told Mineweb. He and Marquet claim not to know that the World Bank and the Norwegian government — a member of the EBRD — also participated in the meeting. Nor, they say, have they learned anything since about the meeting’s outcome.

Last November in London, Norsk Hydro won an arbitration ruling, awarding $145 million against TadAZ. Norsk Hydro’s aluminium division had been the offtaker and partner of companies associated with Avaz Nazarov, who had been managing TadAZ. When the latter’s contracts were cancelled, and personnel evicted, TadAZ stopped supplying finished aluminium to Hydro, and revoked Hydro’s contracts, halting delivery of about 80,000 tons of metal.

That action triggered the arbitration provisions of the contracts, and the Norwegian company took its claims to London. There the case, covered by confidentiality provisions, turned into a highly sensitive review of how TadAZ had been taken over by companies associated with Russian Aluminium (Rusal), and with its owner Oleg Deripaska. Marquet and Pillonel say they know of the arbitration case, and its outcome. “I’m not sure Rusal was involved,” Marquet claims.

As Mineweb has reported before, with the involvement of senior Tajik officials, TadAZ was taken over by the Rusal group, the world’s third largest aluminium producer, in December 2004. Since May of 2005, these circumstances have been the focus of High Court proceedings in London, where TadAZ, backed by Rusal, is charging fraud against Nazarov and his companies. The Nazarov group has charged Rusal with corruption in the takeover of the plant, and of massive fraud.

TadAZ, which sought the jurisdiction of the High Court in London in order to attack Nazarov, claims it is not subject to UK jurisdiction in the Norsk Hydro arbitration claim.

In a series of preliminary rulings the High Court has found in favour of Nazarov, penalized TadAZ, issued a default judgement against the brother-in-law of the Tajik president, and hinted that it believes Rusal is the chief conspirator in the TadAZ takeover, the mastermind and paymaster of TadAZ’s London litigation. Rusal owner Deripaska, who owns two homes in England, has issued a detailed denial that he spends enough time in the UK to enter the jurisdiction of the English courts.

Rusal, a Russian holding with hundreds of affiliated companies worldwide, has asked the High Court to deny that it has jurisdiction over Rusal. From June 19 to July 4, Judge Cresswell of the High Court heard testimony on the jurisdiction issue. The charges themselves cannot be decided until, and unless, the court decides to take jurisdiction. Marquet, the EBRD banker, told Mineweb he knows what has been alleged against Rusal in the TadAZ takeover, and he is “aware of what the judge [in the Nazarov case] said”. But, he is emphatic, “these are purely allegations as of today.”

Norsk Hydro has confirmed winning the $145 million award in arbitration. “Hydro is confident that the award of the arbitration court will be upheld,” spokesman Thomass Knutzen told Mineweb.

In its appeal against the Norsk Hydro ruling, TadAZ has also sought to keep the High Court proceedings as secret as the November ruling. Were the proceedings to be open, then a good deal of what the arbitration decided in its ruling about Rusal would become public. Court circulars reveal that the case was scheduled to come on for hearing late in June, but it was adjourned for several months by agreement between Norsk Hydro and TadAZ. That agreement came just days after the Norwegian visit to Rahmonov. Apparently, Rahmonov, who faces re-election in November, and Hydro, which wants to resume its metal supply relationship with TadAZ, have a common interest in letting sleeping dogs lie, at least until November.

According to Knutzen of Hydro, also attending the Norwegian meeting with Rahmonov in Dushanbe, the Tajik capital, on June 26, was a representative of the World Bank.

Strangely, the World Bank told Mineweb it was not there at all. “Neither the Bank nor IFC [World Bank affiliated International Finance Corporation] participated in the afore-mentioned meetings,” the Tajikistan office of the Bank said. Less interesting than the appearance of concealment by the World Bank is why it would lie, especially since, according to the Bank statement, “the World Bank does not have a program for TadAZ at the moment,” and hasn’t had one since June 2004 – when Nazarov, not Rusal, was in charge.

It probably has nothing to do with the matter, and is just another concidence, that the EBRD and the IFC agreed last January to act as co-lenders to a Russian bauxite mining project, half-owned by Rusal. In order to make that loan, the IFC conducted with EBRD what Marquet now claims was “extensive due diligence” on Rusal’s corporate practices.

On January 17 last, just two months after Norsk Hydro won its claim against TadAZ, the EBRD and IFC officially announced the completion of their review of Rusal. Subject to a set of legal covenants and an 18-month timetable of management promises, which Rusal had signed, the EBRD and IFC said they would implement their loan to the Komi aluminium project. That deal was described as a nine-year loan of $45 million from each of the multilateral banks, with “the remaining $30 million portion of each organisation’s $75 million facility… syndicated to international banks under an A/B loan structure. The term of the syndicated portion will be seven years.” The plan, according to the announcement, is “to increase annual bauxite output at SUAL’s Middle-Timan mine, situated 250 km south of the Arctic Circle, to 6 million tonnes from the current 1 million tonnes over the next four years.

According to the statement issued by Rusal at the time, “the [EBRD and IFC] decision to disburse the loans is based on the disclosure of ownership by RUSAL and provides for commitments to greater transparency, good corporate governance and high business standards on the part of the company. Compliance with these commitments is stipulated in legal documentation with the IFC and EBRD.”

The dossier EBRD’s lawyers gathered from Rusal remains secret, and EBRD officials will not discuss the details. Marquet also told Mineweb he refuses to identify the chief legal counsel of Rusal, who participated in the negotiations on corporate governance. The EBRD’s agreement with Rusal on transparency apparently doesn’t extend to the identity of the person responsible for legal compliance. Rusal also refuses to identify the chief legal counsel by name. When Marquet was asked if Konstantin Olifir had been Rusal’s legal representative, he said the name “doesn’t ring a bell.”

Olifir has been identified by another legal advisor as Rusal’s counsel. But he is no longer in his job, and Rusal refuses to identify who has replaced him. Asked if Olifir had been replaced, following the intensification of Rusal’s legal troubles in London, Rusal’s legal office referred the question to Rusal spokesman Vera Kurochkina; she repeatedly refused to respond. When asked if EBRD’s agreement with Rusal allows concealment of the chief compliance officer’s identity, an EBRD source warned Mineweb against asking such questions.

The EBRD is sensitive to sharp embarrassment on Rusal’s account. According to Marquet, the agreement with Rusal on corporate governance of last January was “comprehensive”. But he was foggy on what investigation the EBRD had done of the court records in the TadAZ case. He claimed EBRD knows nothing about the Norsk Hydro ruling, except what it has read in the media. Whether EBRD had an obligation to investigate more thoroughly, before signing its Rusal deal, is one question. Whether it failed to do so before Descamps flew out on his maiden visit, is another. If the EBRD’s dossier is as empty as the answers Marquet has given, and if the IFC failed to know what Norsk Hydro had testified to in the TadAZ takeover, before flying to meet President Rahmonov on June 26, then the signs point to an unusual state of naivety at both banks.

In this harsh world, embarrassment is often in store for the innocent. Sources in London have told Mineweb that fresh legal claims are pending there against Rusal or Deripaska in more than one unrelated case. One of the claims has been publicly aired by Mikhail Chernoy, the founder of an aluminium trading group which started Deripaska off in his business.

Chernoy, a Russian who lives in Israel, has publicly alleged that Deripaska owes him several billion dollars for his stake in the founding company of Rusal. Deripaska has said that Chernoy was paid out years ago. Chernoy claims he was paid $250 million, but is owed the difference between that amount and the value of what he says is his 20% stake in Rusal. Deripaska’s Moscow holding, Base Element, recently put a value of $7.26 billion on Rusal’s assets. That would assign an estimate of $1.48 billion to Chernoy’s claim, less the initial payment.

Fighting Chernoy in open court, or settling with him out of court, could be equally acute embarrassments for the EBRD. According to its press release on January 17, the EBRD and IFC confirmed that their lending relationship with Rusal was contingent on “full disclosure of ownership by RUSAL’s and Basic Element’s owner Oleg Deripaska, and additionally provides for detailed commitments to greater transparency, good corporate governance and high business standards, covering RUSAL and Basic Element. Compliance with these commitments is covenanted in legal documentation with the EBRD and IFC. In particular, the EBRD and IFC welcome the adoption by RUSAL of an action plan over an 18-month timetable covering significant corporate ownership disclosure, the publication of financial information and specific steps aimed at improving corporate governance…” A payoff for Chernoy is likely to contradict the ownership disclosure from Deripaska which EBRD wishes to be true. A violation of the disclosure agreement would start the legal dominoes falling towards the Komi aluminium loan.

EBRD officials believe they and their institution have no fiduciary duty to investigate the allegations in Nazarov’s case against TadAZ, nor to look beyond newspaper reporting of the Norsk Hydro case. At least, not yet — “until such time as there is a court ruling”, Marquet concedes. Until then, the World Bank’s attempt to deny its attendance at the meeting with Rahmonov on June 26, and the EBRD’s “concidental” appearance at TadAZ and in Dushanbe, are attempts to prevent the dominoes falling towards much larger loans the EBRD and World Bank would like to hand out to beneficiaries in Tajikistan.

According to public documents, last November 25, 17 days after EBRD executives might have raised a red flag about the Norsk Hydro case, the bank’s board of directors approved what it called its new Tajik strategy for 2006-2007. To date, the bank has committed Euro29.2 million to Tajikistan, including an outstanding loan of almost $2 million to Orienbank of Tajikistan; Orienbank happens to be a defendant in the Nazarov claim against TadAZ in the High Court. According to the counter-claim and testimony in that case, there was “close cooperation between Orienbank and Rusal in the carrying out of the conspiracy.” Already, the court has issued a default judgement against the bank’s president, Khasan Saduloev — coincidentally, brother-in-law of Rahmonov, Tajikistan’s President.

Last July — at the same time lawyers for TadAZ were pleading their case against Nazarov in the High Court in London — the World Bank agreed on a Partnership Strategy for Tajikistan for 2006-2009. This promises new loans over the next four years of about $120 million. Credits and grants to Tajikistan from the bank already total almost $400 million. According to the Bank’s latest loan program, “the Bank will work with the Government to…reduce corruption by giving special emphasis to measures that increase transparency of resource use.” If that was what the World Bank representative went to meet Rahmonov to discuss, why did the Bank deny he was there?

The answer rests on what happens if the London courts bring down verdicts that confirm the charges against Rusal. That, admits Marquet of EBRD, “could certainly affect our relationship with Rusal.”

EBRD says bauxite and aluminium loans innocent until proven guilty

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It is unprecedented in corporate takeover practice for white knights to beg to pay more for the privilege of rescuing those who appeal for help; and positively quixotic for them to accept less for their chivalry.

However, Russian steelmaker Alexei Mordashov appears so keen to sell out his assets, and ride his rapidly thinning charger out of the Russian steel sector, he has agreed to give Arcelor, Europe’s largest steelmaker, another Eur2.5 billion in asset value, in return for a smaller shareholding stake in the company.

Since January, Arcelor has been facing a hostile takeover from Mittal Steel, controlled by Lakshmi Mittal. Last month, just after Mittal raised ‘ the price of his offer, Arcelor and Severstal announced a merger of their companies on terms that, if accepted by Arcelor shareholders, will defeat the Mittal bid.

Expert valuations differ, but the Severstal offer of May 26 promised to hand over steelmaking assets in Russia, the US, Italy, and the UK, worth ., (to Mordashov) an estimated Eur9.5 billion, plus Eurl.25 billion in cash. In return, he agreed to accept Arcelor shares which the market valued, on the day before the deal announcement, at Eur7.3 billion.

Late Tuesday evening, Severstal, Russia’s third largest steelmaker and Mordashov’s property, offered to sweeten these terms. The new deal will add to the underlying value of Arcelor’s shares, and shorten ‘Mordashov’s stake in the company. Under the revised proposal, Alexei Mordashov, Severstal’s majority owner, would reduce his equity stake in the combined company from 32% to 25%, the Russian steelmaker said.

In a statement posted on the website of Severstal Group, it is reported that, according to the new terms, Mordashov “will now receive 210 million new Arcelor shares (previously 295 million), representing approximately 25% of the enlarged company (previously 32%).”[Mordashov’s post as chairman of] The Strategic Committee will be eliminated. In return, Mr Mordashov will be free to vote his shares in line with normal shareholder practice and the standstill and lockup provisions will be eliminated. The cash contribution from Mr. Mordashov of €1.25 billion will no longer be included. In all other respects, the merger agreement will remain unchanged.”

At the new reference price of Eur44 per share, which Mordashov and Arcelor agreed to last month, this means he is foregoing Eur3.74 billion in value. Since he will keep Eurl.25 billion in cash he proposed to hand over, but the asset transfer remains the same, the new offer is thus Eur2.49 billion more costly for Mordashov, or that much more valuable for Arcelor.

Mordashov holds 89.5% of Severstal’s shares, and so in its announcement of the new offer, Severstal’s website announcement avoids the embarrassment of explaining to minority shareholders why the boss has accepted the devaluation of his own shares. Instead, addressing Arcelor’s shareholders, Severstal claims that “based on yesterday’s closing price for Arcelor shares of €34.70, the revised terms represent an acquisition multiple of 3.6x 2005 EBITDA for the e contributed businesses, and a value enhancement of €2 billion for Arcelor shareholders.”

According to a report by Moscow brokerage Alfa Equities, Severstal has been obliged to swallow a devaluation of its assets by between 16% and 25%. “Overall,” reports Alfa, ” the improved terms of the offer for Arcelor imply a reduction in Severstal’s valuation of approximately $2-$3 per share, which we see as negative.” There is no explanation of why Mordashov would do that. More sensitively, noone in Moscow has thought to ask, at least not yet and not loudly,, whether the permission Mordashov received from the Kremlin to sell his Russian assets to the Luxembourg corporation at one price might be reconsidered, now that he’s proposed to take a much lower one.

Such behaviour on Mordashov’s part is unprecedented among Russian oligarchs and corporate proprietors, whose novel grip on capitalism has persuaded them never to buy minority stakes in companies without seeking control for the money; and never to spend more than a billion dollars of their own money on acquisitions (if other people’s money can be used just as well).

According to the revised offer, Mordashov has offered the assurance that he has no intention of attempting a takeover of Arcelor. “Mr. Mordashov confirms,” says the Severstal statement, “his intention not to increase, either actively or passively, his shareholding in Arcelor above 33.3% without making a mandatory tender offer to all shareholders in accordance with Luxembourg law.”

The move reverses several statements Mordashov has made since the Severstal merger was first disclosed on May 26. At first, Mordashov claimed he was interested in taking his stake up to 45% of Arcelor. To comply with Luxembourg corporate regulations, however, that would require an offer to buy out all minority shareholders, and Mordashov withdrew his claim. It has also been reported that the terms of the Arcelor share buy-back would result in Mordashov’s stake rising from g 32% to 38%. This also appears to have been withdrawn.

In return, the small print of the May 26 deal, locking Mordashov into holding his newly minted Arcelor shares for five years, has been erased. He would now be free to sell his stake whenever he wishes. That Arcelor’s share price is unlikely to remain as high as Eur44, once the takeover conflict is settled, suggests that Mordashov is staring a huge Jk loss risk in the face. Between buying in at Eur44, and selling out at today’s Paris price for Arcelor of Eur35.02, there is a difference for Mordashov of Eur 1.7 billion.

The only reason a Russian oligarch behaves this way is if he is in fear of being bought out by the state at an even lower price. The only Russian precedent for such a large and risky portfolio play was Vladimir Potanin’s and Mikhail Prokhorov’s $1.16 billion purchase of a 20% stake in Gold Fields in March 2004. As became well known, their real intention was to build up to a takeover, and reverse their Norilsk Nickel ‘ gold assets into Gold Fields shares. When that failed (not least of all,because the Kremlin didn’t approve) — and after the Harmony Gold takeover bid collapsed — Potanin and Prokhorov sold out. The mark to market gain they earned at the end was $191 million.

Mordashov’s case is different. He appears to have been pressured by e> Luxembourg into paying more, and conceding less value, by Arcelor shareholder concerns that he is planning an eventual takeover of the company, despite public assurances from Arcelor that this will not jm/ occur, and private guarantees that it cannot.

A 38-page document issued by Arcelor on June 12, entitled “The Arcelor- Severstal Merger”, sets out in detail the terms and conditions already agreed between Mordashov and Arcelor in their so-called “Strategic Alliance Agreement”. These revealed the extraordinarily restricted executive status which Mordashov had accepted vis a vis the Arcelor management.

The one modest improvement Mordashov can now claim from his throwing more value at Arcelor is that he’s been permitted to say that he may “vote his shares in line with normal shareholder practice.” That’s a discreet way of saying that the previous conditions were far from normal. According to Arcelor, these included limitations on how Mordashov might appoint directors on the Arcelor board, and how they might not vote against “the consensus” of the other board directors. In short, before Mordashov was offering to accept voting power on the Arcelor board that was less than his shareholding would normally provide in such a corporation. Now he’s agreed to less shareholding, and less seats on the board, so that he couldn’t have the votes to challenge the Arcelor majority in any case.

Sources in Moscow told The Russia Journal that several weeks ago, while talking with Mordashov, Arcelor negotiated a parallel ‘merger’ agreement with Vladimir Lisin, Russia’s fourth largest steelmaker. But Lisin rejected the shareholding Arcelor offered — reportedly between 15% and 25% — as too little for his assets and cash.

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Francois, the Duc de la Rochfoucauld, came to his famous book of maxims after a career in regular soldiering, and then in warfare between factions of the French court in the mid-17th century. He lost his home, his health, his love, and his fortune, but not his courage or wits. It is for those that he is remembered. Warring is different from posturing, the duke warned: “We are never so ridiculous through qualities we have, as through those we pretend to have.”

When the Turks kill Greek airmen and spy on Greece’s defences, Greek politicians pretend to peace-making with Turkey, deploying their paper missiles as if Greece’s voters cannot tell the difference between the ones that draw blood, and the ones that draw ridicule. This posturing invites the Turkish general staff to dispatch ever more aircraft to challenge and demoralize Greece’s defenders, in the confidence that the latter, and ) their superiors, have lost the will to fight; or will soon enough.

There was a time, almost twenty years ago, when the Turks learned differently, and stayed out of the Aegean for a long time afterwards.

For George Papandreou, the Pasok (Greek socialist party) leader whose idea it was in 1999 to pursue rapprochement with the enemy, his ‘forgetfulness of the lesson his father taught Ankara is even more ridiculous than his call following the May 23 clash near Karpathos.

In that incident, a Turkish spy plane and its escorts were intercepted by a Greek fighter. In circumstances that are not clear, there was an aerial collision, which downed Turkish and Greek fighter planes, and killed the Greek pilot. Papandreou said afterwards that “Turkey must operate “within the framework of good neighbourly relations”. George is not the man his father was, and so his ‘must’ has all the battle force of a drum-boy, compared to an artilleryman. In recent years, there have been dozens of Turkish incursions each year, and more than a dozen Greek pilots have been killed trying to intercept them. And yet it was in 1987 that George’s father, Andreas Papandreou, demonstrated how to win a war with the Turks without sounding either a drum or a cannon, without firing a single shot, or losing a single life. His victory in the Aegean War of that year ought to be a lesson for Greeks today.

What happened was that then, as now, the Turkish military and government in Ankara made all sorts of claims to the Aegean that defied international pacts, air, maritime, and territorial rules, navigation protocols, and the like. In their challenges to Greek sovereignty, it was understood in Athens that the Turks were encouraged by the Reagan Administration in Washington, with one special objective: the Americans had been trying for years to topple Prime Minister Papandreou. They thought that if he were humiliated by a show of Turkish power in the Aegean, and didn’t dare to fight it, he would discredit himself in front of the Greek electorate, and be voted out of office.

Andreas believed that Turkish incursions in the Aegean could be repelled, but only by a show of such force as to demonstrate to Ankara and Washington that, outnumbered and outgunned though the Greeks might be, they would exact such a price in blood that the outcome of the conflict could not be predicted confidently by Greece’s enemies. Accordingly, in secret, Andreas devised his plan of preemptive war. When the Turks dispatched a geological survey vessel into the Aegean to survey the seabed, the Greek seabed, for oil – despite dozens of prior warnings – Andreas moved swiftly. Fighter-bombers were rolled out of their revetments to takeoff position, fully armed, on three-minute warning. Greek tanks started to roll towards the Turkish border. The electricity supply to American intelligence posts in Greece was cut off. And, the biggest surprise of all, Todor Zhivkov, then the ruler of Communist Bulgaria, and member of the Warsaw Pact, started moving his armour and troops towards his frontier with Turkey, according to a personal agreement with Andreas. Never in the short, discreditable history of confrontation between NATO and the Warsaw Pact had two armies of each allied themselves in a common military enterprise. It was a show that multiplied more force than the Turks or the Americans had imagined possible on four fronts. The survey vessel was ordered to turn about, and the Turkish prime minister was flown to Houston for emergency cardiological care.

It was Andreas’s strategy that won that war, and for the two years in which he remained in power, the Turks did not dare to challenge him militarily. The strategy was simple – Andreas believed that the only method that would persuade the Turks to stop their military adventuring against Greece is fear of force. To make that fear palpable, he thought it was also necessary to persuade their masters in Washington that Greeks can say “ohi”, and will kill and die, again, if they must. The last and most famous time a Greek prime minister said “ohi” was when Benito Mussolini, the Italian dictator, demanded that Athens allow his troops to occupy the country. In the alpine war which followed, the Italians were defeated, and had to call Hitler for rescue; the Germans then occupied Greece for the remainder of World War II.

Today Andreas’s son pretends that the Turks can be dissuaded from attacking Greece if they are offered the reward of accession to the European Union. President Karolos Papoulias, for whom the lesson of 1987 ought to be equally familiar, pontificated after the May 23 fight that “good neighbourly relations are not just a rhetorical turn of phrase or declaration of intent, but concrete acts.” He too imagines that Greece holds the key to accession. In fact, it has been the voters of France and the Netherlands who said “ohi”, before the Greeks dared by rejecting ratification of the proposed amendments to the EU Constitution. If Turkey is to listen seriously to the President of Greece or the Pasok leader, let them learn that after saying “ohi”, Greeks are ready to kill and to die.

Grim though that prescription is, Greeks don’t have the soft choices which the current government in Athens or its Pasok predecessor have offered them. But perhaps a strategic shift is coming, which may once again enable Greece and Cyprus to regain leverage against the Turkish alliance.

Russia has begun to signal that it may soon be ready to deploy a fleet at a new naval base to be constructed at Tartus, on the Mediterranean shore in Syria. Dredging at the port has already commenced, along with a range of dual-purpose developments along the coast to Latakia. Naturally, the return of a powerful Russian naval squadron to the o Mediterranean is intended for cooperative anti-terrorism operations with the NATO powers. Should the naval base eventuate, it would cast a protective shadow, though no longer a red shadow, over Syria, and possibly even Lebanon. On June 7, the Defence Ministry denied it intends to build up Tartus as a naval base. It did not deny that the Russian Navy will return to the Mediterranean, or that Tartus will serve as a supply point.

The return of Russian military power to the Mediterranean is also a return to the balance of power conditions in the region which, not only in the 20th century but earlier, have deterred Turkish expansionism, and sustained Greek freedom. Of course, Greece cannot make the mistake of counting on Russia to defend her from Turkish tactics; the Cretans learned that lesson almost three centuries ago. But the Greeks can count on the Russians to deter the Turks, and also the Americans. It is new world beckoning, but it is also an old one – one which the brief alliance between Andreas Papandreou and Todor Zhivkov foreshadowed in 1987.

* John Helmer, The Russia Journal columnist, was an advisor to Prime Minister Papandreou between 1982 and 1989, and participated in the planning for the Aegean events of 1987.

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By John Helmer in Moscow

Francois, the Duc de la Rochfoucauld, came to his famous book of maxims after a career in regular soldiering, and then in warfare between factions of the French court in the mid-17th century. He lost his home, his health, his love, and his fortune, but not his courage or wits. It is for those that he is remembered. Warring is different from posturing, the duke warned: “We are never so ridiculous through qualities we have, as through those we pretend to have.”

When the Turks kill Greek airmen and spy on Greece’s defences, Greek politicians pretend to peace-making with Turkey, deploying their paper missiles as if Greece’s voters cannot tell the difference between the ones that draw blood, and the ones that draw ridicule. This posturing invites the Turkish general staff to dispatch ever more aircraft to challenge and demoralize Greece’s defenders, in the confidence that the latter, and their superiors, have lost the will to fight; or will soon enough.
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Some people like to watch the sun going down.

Alexei Mordashov, the third-ranked Russian steelmaker, and a 40-year old man with enormous personal vanity, has been persuaded by some desperate, but clever fellows in Luxembourg that, to watch his own sun going down, and exiting Russia, Mordashov should pay a ticket price of $2.7 billion. For the time being, that costly blaze of light has blinded the world’s business media, and also the Russian stock brokerages, to what the Arcelor-Severstal merger really means, at least in Russia.

For the first time, a Russian metals oligarch has sold out of his business, following oil oligarch Roman Abramovich on the well-trodden path out the exit door, marked by the approaching changeover in the Russian presidency. Unlike Abramovich’s sale last year of his Sibneft oil ^ enterprise to Gazprom, the Russia’s largest enterprise, Mordashov’s exit allowed, apparently and for the first time, a foreign-owned corporation to acquire majority control of a strategic Russian metalmaking enterprise, plus its iron-ore and coalmines. The only comparable -‘oligarch exit in favour of a foreign company like this was the sale by Victor Vekselberg, Mikhail Fridman and Len Blavatnik of their Tyumen Oil Company (TNK) to British Petroleum in February 2003. That deal was allowed by Putin, just before the Americans launched their war against Iraq, when the Kremlin had reason to fear a collapse in oil prices might push the heavily indebted TNK, other Russian oil producers, and the Russian banking system into bankrupcy. When, afew weeks later,Mikhail Khodorkovsky asked Putin to allow his sale of up to 40% of the Yukos oil company, Putin said no, twice. Everyone knows what happened to Khodorkovsky for not listening.

Whether the Kremlin, which has designs on one, possibly two other steelmakers — Alexander Abramov of the Evraz group, and Igor Zyuzin of the Mechel group — had been pushing on Mordashov, or whether he rode off into the sunset by choice, is still far from clear. Asked to say if President Vladimir Putin, who spent an hour meeting with Mordashov on May 16, and the next week met with a group of European Union officials, had heard of the Arcelor buyout from either, or had approved the deal in advance, Putin’s spokesman refused to confirm, telling Russia Journal “we do not have such information.” No one in the Russian steel business believes that Mordashov would contemplate an exit, and the sale of Severstal to foreign control, without Kremlin approval. According to one of Mordashov’s biggest Russian rivals, “the reasons of [Mordashov’s] meeting with Putin were obvious. Severstal has a strategic meaning for the Russian economy. Such decisions never made without approval.”

There are reasons better left unsaid why Kremlin officials do not advertise the obvious. But if the Kremlin approved in secret, Putin is reserving the opportunity to say no publicly, when the government anti¬trust agency, the Federal Anti-Monopoly Service (FAS), must review the terms of the proposed deal, and issue a ruling either approving, rejecting, or modifying it. The FAS does what it is ordered to do by its superiors. It was the agency by which the Kremlin slowed down the sale of two aluminium rolling-mills by Oleg Deripaska’s Russian Aluminium (Rusal) to Alcoa of the US. It was also the agency which forced Siemens of Germany to abandon a bid to buy control, and nickel oligarch Vladimir Potanin to sell out of a turbine builder and heavy engineering firm, proposing a minority stake transfer instead.

There has been speculation in the press that Putin doesn’t like Lakshmi Mittal, and refused to meet him last year, after Mittal had won control of the Ukrainian steelmaker Krivorozhstal, and proposed talking about his steelmaking ambitions there, in Kazakhstan, and Russia as well. If Putin wanted to say no to that, refusing to meet was a polite form of discouragement. For the episode to trigger the idea that Putin encouraged Mordashov to plot with Arcelor, and the governments closest to it — France, Luxembourg, Belgium — to frustrate Mittal’s hostile takeover attempt is unlikely.

For one thing, the Arcelor deal with Mordashov, announced last Friday,had already been rejected by another Russian steelmaker, Vladimir Lisin — owner of the Novolipetsk Metallurgical Combine (NLMK) — because it violated the golden rulebook of the Russian steelmakers:

1. Russians never buy minority stakes below the control, or at least veto level.
2. Russians steelmakers never spend more than $1 billion of their own, or their company’s cash on an acquisition.

According to the terms announced by Arcelor to date, subject to a Luxembourg shareholders’ meeting in a month’s time, and what Mittal may devise as a counter- bid strategy, Arcelor and Severstal claim to have agreed to a “merger”. Mordashov will acquire 32% of Arcelor, while the Severstal units, at least in Russia, will keep their Russian name. Arcelor’s existing shareholders will retain 68% of the company. The combination of companies “will be the Number 1 steel company in the world with Eur46 billion in sales.. .and 70 million tonnes of production.” If the terms are not implemented, Mordashov will earn a deal-break fee of Euro 140 million.

“I do believe in this very much”, Mordashov said repeatedly during a press conference with Arcelor executives on Saturday. Was he trying to convince himself?

Examining the financial terms of the deal, Mordashov receives a position in Arcelor, which according to share values and market capitalization the day before Friday’s deal, should have cost Euro7.3billion, or about $9.3 billion. The official announcements indicate that for this Mordashov is transferring his 89.6% shareholding in Severstal; they include relatively easy to value assets of Severstal North America — the Rouge mill in Michigan, a planned auto steel plant in Mississippi, and the Mountain State Carbon venture with Wheeling-Pittsburgh to build coke batteries. At last Thursday’s market valuation, Severstal was worth $6.5 billion, and thus leaving aside the minority shareholders, Mordashov’s stake was worth $5.8 billion.

In addition, Mordashov is handing over the Russian iron-ore and coal 1 assets he has been planning to sell back to his own company at an ‘r elevated value, $4.3 billion; plus the personally held stake of 42% of the Italian steelmaker Lucchini, acquired a year ago, but not yet fully transferred to the Severstal balance-sheet; this is worth $239.4 million. Altogether, Mordashov’s asset transfers to Luxembourg add up to $10.34 billion. It is customary for foreign buyers of Russian assets to apply what is known as the Russian risk discount, which acknowledges 3 the possibility that the methods by which the assets were acquired were illegal, and could be reversed by the federal government in Moscow; or i that the cashflow accounting by which the management enriched themselves and their shareholders might have violated Russian tax and fraud laws, not to mention the international money-laundering statutes. It is thus not surprising that Mordashov’s asset value exceeded by more than $1 billion the Arcelor value he received in exchange.

But the deal announcement also indicates that Mordashov agreed to sweeten the pot by paying cash of Euro 1.25 billion, or $1.6 billion. Media reports suggest that Mordashov will borrow to finance this part of the transaction. The grand total proffered therefore was $11.96 billion. The difference in Arcelor’s favour is $2.66 billion.

In its announcement, Arcelor Board of Directors said it “believes that the merger with Severstal fully recognises the value inherent in Arcelor, and offers Arcelor shareholders superior industrial logic, greater value and the highest standards of corporate governance compared to Mittal Steel’s offer. Therefore, we believe that this deal is in the best interests of Arcelor’s shareholders.” Mordashov’s pricing allowed Arcelor to claim that its share value was Euro44 ($56.23), a premium on over Arcelor closing price on 26 January, the day before Mittal announced its takeover offer. This price is also Euro 6.26 ($8) over Mittal’s latest offer for Arcelor, announced on May 16.

Mordashov has been announcing publicly since 2004 that he wishes to be the world’s largest steelmaker, or at least the equal of Mittal and Arcelor. Mordashov initially told a steel industry conference that he anticipated “a situation in the steel industry where within a few years four to six companies each had a capacity of about 100m tonnes of steelmaking per year. We would like to be among those companies.” But even with Rouge’s and Lucchini’s output added, Severstal’s aggregate output has been unable to breach the 20-million ton mark. Until now, to meet his ambitious target, Mordashov had more than 84 million tons still to buy. The task was too big for the ambition.

But to sell out his assets to Arcelor is also inconsistent with Mordashov’s ambition. The Luxembourg directorate therefore found the means to make their Russian minority stakeholder feel good. Mordashov, Arcelor announced, is to be appointed the non-executive “President” of the Arcelor board of directors, and have the right to appoint 6 of 18 directors. As the current chairman of the board, Joseph Kinsch, will retain his position, and chief Executive Guy Dolle as well, Arcelor appears to have created a double-headed eagle to symbolize the change, without an underlying shift in management control. Russian oligarchs never spend a billion dollars without acquiring control, unless they are playing a portfolio share-game, and Mordashov has signed a 5-year lockout agreement to prevent him doing that. The small print in the Arcelor announcement reveals what little power Mordashov has acquired at so high a price: “Arcelor’s executive management will remain in place, supplemented by Severstal executives…Mr. Mordashov has agreed to vote his shares in accordance with the recommendations of the Board of Directors.”

The only explicit statement of a Russian government official has so far come from Alexei Kudrin, the Finance Minister. ” I basically consider,” he said, “that Russia goes on to the world markets, and we welcome cases when business itself finds to itself of favour with foreign partners. This is a certificate of trust to Russia as a whole.” In some countries, finance ministers are powerful figures. Russia is not one of them, and Kudrin conducts his portfolio with the ever-present fear of being replaced, and the anxious hope of being restored to the deputy prime ministership which he lost last year. The Finance Ministry and the Ministry of Economic Development and Trade have long favoured Severstal’s lobbying campaign to have the government adopt steel trade arrangements with the European Union and the US which benefit Severstal, at the expense of other Russian steelmakers and the rest of the Russian economy.

Kudrin must have been forgetting a dossier that has been accumulating dust on his heavily loaded desk. That is the one which investigated Severstal’s tax avoidance practices. In a confidential report of the federal Tax Ministry of September 2004, delivered to the Prime Ministry but not acted upon at the time, it was noted that Severstal was paying tax at between 12% and 14% of revenues, far less tax than the norm among Russian oil exporters, by employing a variety of transfer pricing and tax optimization schemes. Another study indicates that Severstal had underpaid its 2003 tax bill by $40 million via tax optimisation schemes based in the Russian republic of Kalmykia.

A tax bill of so little is not the stuff of which the downfall of oligarchs is made. Kudrin’s forgetfulness is indicative of the way he perceives the Kremlin flag is blowing, at least towards Mordashov’s enterprise. Had he been asked whether the Kremlin intends — through monies held in trust by Abramovich — to buy out Abramov’s control stake of Evraz — he might not have wished to say anything at all. Kudrin is not a decision-maker of consequence.

Mordashov has had commercial enemies in the past, and in Russia such enemies often seek ministerial and Kremlin support for their schemes. Mordashov’s biggest rival was the copper and coal oligarch, Iskander Makhmudov. He helped finance a court challenge to Mordashov’s shareholding, but then abandoned it. Makhmudov has steel sector ambitions, but he has even fewer friends in government than Mordashov.

And so the one person on whom Mordashov’s future in Russia depended was President Putin. Their meeting together at Putin’s summer residence in Sochi two weeks ago provoked a great mystery. On the surface, it appeared to be the longest conversation ever conducted on large-diameter pipemaking by a Russian president, and perhaps the longest ever held by any head of state.

Mordashov also told Putin that “in Cherepovets 250 children every year abandon their homes. Who will work at our enterprises and who will live in our cities? It for us even a personal problem.” Putin responded that “it is healthy, that you, in business, understand this sort of thing.” Asked whether Severstal management has been cutting jobs at its plants, a spokesman for the Russian company told The Russia Journal that the payroll at the Cherepovets plant was 35,589 at the end of 2005, down 183 jobs from 2004. At the Rouge plant in Detroit, Severstal has cut 600 jobs since it took over, 22% of the pre-sale workforce of 2,700.

The Kremlin transcript reports Mordashov as telling Putin: “We hope for a great volume of orders [of the LD pipe] from our country.” “Including for the North-European gas pipeline,” Putin asked. “Undoubtedly, our first priority is deliveries for the North-European gas pipeline,” Mordashov replied, referring to the project in which Vyksa and the UMC are already well advanced in supplying Gazprom, the principal Russian project partner. “And how do you build relations with possible customers?” Putin asked. “We perfectly well understand that this is fundamentally important for us. First of all – Gazprom. We have had a working group with Gazprom from the very beginning of [plant] construction. Gazprom…is for us the most important and fundamental customer.” He went on to tell the president that the key issue for Severstal now is “to provide high quality of pipe in absolutely new conditions. An underwater gas pipeline.” Putin asked Mordashov if he remembered where pipes were sourced from for the Black Sea Bluestream project supplying gas to Turkey. “I do not remember, Mordashov said. “Perhaps Japanese or German pipe was used.”

“It is necessary that your quality should be better [than the imports]”, Putin said. “For us, it is fundamentally important to make good steel. This is a big technological call, but I think we shall meet it.”

If Putin and Mordashov had been secretly chatting about the prospect of a Luxembourg-based European steelmaker taking entire control of Severstal, its pipemaking division included, this apparent reference by Putin to beating European imports of pipe looks, in retrospect, to be ludicrous camouflage.

Putin then changed tack, asking Mordashov for other details of the Severstal group, including payroll numbers at both the domestic steelmaking and the automobile divisions, and at Severstal’s plants abroad. “How do you estimate the technological level at your enterprises abroad?” Putin asked. “With us, no worse [than others]. Everyone has advantages. But as a whole, certainly, we are better.” Mordashov claimed that in buying out bankrupt plants in Italy and the US, Russia was “reviving” the industry. “And how are social questions solved at your enterprises?, the president asked. “Except for us,” he said, “nobody can provide quality of life to our workers. This is the situation as it has developed historically in Russia.” He told Putin that Severstal operates at a youth camp in Cherepovets for 2,500 children, plus an ice-hockey team.

In short, Mordashov tried to pull the wool over Putin’s eyes regarding the social welfare policy he has been implementing, beyond youth camps and hockey games. But can he have dared to speak to the President about caring for young runaways from Cherepovets, when Mordashov himself was running away from Russia?

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In the most famous words ever addressed to a gemstone ring, the Princess Elizabeth greeted news of the death of her rival, Queen Mary, with the words: “This is the Lord’s doing. It is marvellous in our eyes.” Alrosa officials said almost as much last week — without the hyperbole, but increasingly conscious of the rivalry with De Beers.

Alrosa is now well on the way to becoming the dominant state-controlled multi-mineral mining company in Russia, according to its board chairman, federal Finance Minister Alexei Kudrin. He and chief executive Alexander Nichiporuk presented reports to a meeting of the company’s workforce last week. Their speeches have been released on the company website.
According to Nichiporuk, sales by Alrosa of domestically mined diamonds, including polished goods, hit a record last year of $2.86 billion, up 15% on 2004. Adding the results of sales of Alrosa’s share of the Catoca mine in Angola, total revenues reached over $3.1 billion. Aggregate profit was RM5.1 billion, or about $540 million, Nichiporuk noted.

In what was evidently a challenge to the global position of De Beers — soon to lose purchase of Alrosa’s rough exports, as well as access to new mining projects in Russia — Nichiporuk noted that “the share of ALROSA in the world market has grown from 18 % up to 25 %.”

For comparison, De Beers’s financial results for last year included $6.54 billion in revenues for rough diamond sales, more than double Alrosa’s total; after-tax earnings for De Beers were $824 million. At $2.4 billion, De Beers’s debt appears to be rising, and to be greater than Alrosa’s, which is about $1.6 billion, and shrinking.

Nichiporuk conceded that there had been substantial increases in the cost of mine production last year. “The most serious influence on the end results of our common work,” he said, was the growth of costs at the ore-processing combines. What Nichiporuk described as “general production charges” grew more than twofold. This year, he added, the company hopes to cut costs by 5% overall.

Alrosa does not release carat volume data for its mines, or in the aggregate. Nichiporuk claimed that mine production overall grew by 4.2% to $2.3 billion in 2005. He broke this total down into a value of output for each of Alrosa’s mines: Udachny, $861 million (38%); Nyurba, $529 million (23%); Mirny, $481 million (21% of total);Aikhal, $348 million (15%); and Anabar, $41 million (2%).

Both Nichiporuk and Kudrin emphasized Alrosa’s growing reach, from diamonds into oil, gas, possibly coal, and gold; out of the Sakha region of eastern Russia into northwestern Arkhangelsk region, and in Angola.”Alrosa is a company of strategic importance,” Kudrin said, “not only because the major decisions concerning it are accepted by the President of Russia. Long-term plans of the state for the accelerated natural resource development of Siberia and the Far East provide direct involvement of the Company.” Alrosa’s reach for new diamond and other mineable resources in both Sakha and Arkhangelsk leaves next to no room in Russia for De Beers. In southern Africa, Alrosa is already decidedly better positioned in Angola than De Beers to garner a growing stream of rough.

Kudrin and Nichiporuk also announced that they expect the transfer of capital from Sakha to the federal government will be completed by year’s end, giving Moscow 50% plus one share; the Sakha administration 40%. Corporate restructuring of De Beers by Anglo American is anticipated, but has yet to begin.

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Lithuania, the little state on the shore of the Baltic Sea, has a proud, and under Adolf Hitler, an unpleasant history of hostility towards Russia.

If its accession to the European Union was an understandable attempt to conserve, and build on its post-Soviet independence, Lithuania’s application to join the North Atlantic Treaty Organization (NATO) sharpened the military edge to the relationship with Moscow. But as the great British strategist, Basil Liddell Hart, spelled out a long time ago -without fuel waging war is a losing business. Lithuania’s Mazheikiu refinery can produce fuel, but it lacks crude oil for the purpose. The decade-long history of oil supplies to the refinery keeps repeating Liddell Hart’s lesson several times over.

The Lithuanians apparently haven’t read Liddell Hart.

Instead, they tried putting Williams, a Kansas-based oil company, in charge of the refinery in the belief that Washington would assure the imports of crude oil. Perhaps it promised to do so; but at a price Williams could not afford. It defaulted on the investment, tax and other obligations it had signed with the Lithuanian government. Mazheikiu was then put up for sale again, and this time it was acquired by Yukos, the Russian oil company owned by Mikhail Khodorkovsky. Perhaps Washington told Vilnius it could trust Khodorkovsky. But even Khodorkovsky at the peak of his power didn’t have the means to deliver oil to Mazheikiu himself. For that, as for much more than Khodorkovsky realized at the time, Yukos depended on the Kremlin. Since the Transneft pipeline system is state-owned, access can be controlled by a directive from the Kremlin to Semyon Vainshtok, Transneft’s chief executive. When Khodorkovsky was convicted by a Moscow court and imprisoned on fraud charges, and Yukos’s principal assets sold to pay tax evasion claims, Mazheikiu was once more a problem for Lithuania. It could have decided to negotiate with Yukos’s heir, the state oil company Rosneft. It might have tried exciting a contest for the Yukos stake between Transneft, Rosneft, and Russia’s ambitious commercial oil producers, including BP-controlled TNK and LUKoil. But last November Vilnius decided against all Russians. This month, the Russians decided what to do about it.

Transneft is now diverting an estimated 163,000 barrels per day (bd) of additional Russian crude oil exports to Ukrainian ports on the Black Sea. This diversion started after Transneft cut off the flow of crude through a spur of the main Druzhba (that’s Russian for ‘friendship’) pipeline that has been supplying the Mazheikiu refinery, and Lithuania’s oil port on the Baltic, Butinge.

First reports of the cutoff appeared to be in response to a leak and falling pressures reported in the Lithuanian spur of the pipeline on the weekend of July 30-31.

Last November, in what it announced as a fresh bid to break free of Russian crude oil supply constraints, the Lithuanian government proposed to sell the Yukos stake to either a Kazakh or Polish company. Transneft then responded it would not deliver the oil required to fill the bid by the first of the non-Russian bidders, Kazmunaigaz (KMG). In addition to KMG, the other contenders for the refinery were PKN Orlen of Poland, and TNK-BP and LUKoil of Russia.

At the time, Transneft was piping 3 to 4 million tons per annum of KMG crude to Lithuania, a Transneft source told RJ. But to operate profitably, the refinery needs between 7 to 12 million tons. According to Sergei Grigoriev, Transneft’s spokesman, his company could deliver to market up to 17 million tons of KMG oil annually. It was not doing so, he claimed, because KMG had failed to “fulfill its obligations in the intergovernmental agreement between Russia and Kazakhstan. Kazakh officials claimed this was camouflage for an attempt to pressure the Lithuanians to select a Russian supplier, and was “not in line with open market principles”. KMG claimed that, if selected, it would despatch its crude by tanker to Mazeikiu, if Transneft persisted with its cutoff threat.

In what then appeared to be further retaliation against Moscow, the President of Ukraine, Victor Yushchenko, announced a scheme of his own to induce KazMunaiGaz to ship oil across the Caspian and Black Seas to the Ukrainian terminal at Yuzhny, near Odessa. This oil would then be pumped northwards, Yushchenko claimed, to Poland, and onwards from there to Mazeikiu, if KMG’s bid for the refinery won acceptance.Yushchenko’s move returned to earlier Ukrainian proposals to pipe non-Russian crude northwards through the Odessa-Brody pipeline, rather than Russian crude southwards. It is the latter direction which is currently operational, supplied by Russian oil producers. Yushchenko’s scheme didn’t survive the collapse of his political support; the raising of Russian gas prices; and new parliamentary elections which have returned to power the pro-Russian prime minister, Victor Yanukovych.

The situation today is that Lithuania has lost its crude oil supply, and Ukraine is gaining transit fees and tanker revenues from the Lithuanian loss. Boris Biryukov, a spokesman for Yuzhniy port, in Ukraine, told The Russia Journal last Thursday that for the month of August he has been promised, and is getting “additional oil from Transneft”; but he refused to identify the additional volumes. Industry sources claim Yuzhniy is receiving an additional 300,000 tons this month (68,000 bd). Odessa port confirmed that it will receive 970,000 tons of crude from Transneft, piped southward from the Druzhba; this is 420,000 tons (95,000 bd) more than previously planned. Alexey Bezborodov, a Russian maritime analyst, told The Russia Journal “this is a likely reorientation of flows from Transneft, as they have to put the Druzhba oil somewhere.”

Pipeline deliveries to Belarus, another neighbour, have been unaffected by the Lithuanian cutoff.

Lithuanian industry sources say that, although it will raise the cost of production, for as long as the Russian shutoff lasts, the refinery will be supplied by tanker deliveries to Butinge. Tanker deliveries were what made Mazheikiu a losing business for Williams a decade ago.

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Hardly anyone can remember the Baroness Emmuska Orczy these days, and were it not for a Broadway musical, her best-selling novel would have been forgotten, too. It was called The Scarlet Pimpernel, and it concerned the adventures of an apparently witless, secretly intrepid English knight, who defied the French Revolution to save aristocrats, who may have been pretty, but whose heads deserved the guillotine.

The least forgettable lines which Orczy wrote were: “We seek him here. We seek him there. Those Frenchies seek him everywhere! Is he in heaven? Is he in hell? That damned, elusive Pimpernel!” Playing in a subsequent BBC serial, Rowan Atkinson, aka Mr. E. Blackadder, abhorred the Baroness’s prejudice for the aristos by killing two London noblemen he suspected of being the Pimpernel. He also ridiculed Orczy’s plot for “filling London with a load of garlic-chewing French toffs… looking for sympathy all the time simply because their fathers had their heads cut off”.

The library at Oleg Deripaska’s expensive residence on Belgrave Square may not have a copy of Orczy’s book, and the backyard isn’t likely to include a planting of the angallis arvenis (scarlet pimpernel). Nonetheless, having established his London domicile as a refuge, in case Russian prejudice should turn against the unusually rich, Deripaska is preparing to persuade the London market to buy the bonds of his aluminium empire, or even better, the shares of an initial public offering of Russian Aluminium (Rusal), now a Jersey-listed listed entity.

In order to do either, Deripaska must remove much of the secrecy surrounding his ownership of the Rusal group. And before that is possible, he must make sure there are no major rivals claiming to own the assets which Deripaska says belong to him. In practice, no sooner does Deripaska settle the asset claims of one rival than another launches a new one, and prepares a lawsuit. They are a little like the aristos the Pimpernel used to rescue from the guillotine. Only in Deripaska’s case, the plot is reversed a little, with the Aluminium Pimpernel doing his best to top his rivals in secret, while appearing in London to be the reticent fellow he would like to be thought of by his English friends.

Although Rusal once claimed that the Zhivilo brothers, former owners of the Novokuznetsk aluminium smelter, had been defeated in the US courts, Deripaska has paid them about $65 million in confidential settlement relating to their smelter, one of Rusal’s four. At a second smelter, Krasnoyarsk, after calling the former chairman and controlling shareholder Antoly Bykov a gangster and murderer, and rejecting a Swiss arbitration award in his favour, Rusal paid Bykov $100,500,000, also in confidential settlement.

A claim in the courts of the British Virgin Islands by the Reuben brothers, relating to diverted cash allegedly taken by Rusal from trade proceeds owed to the Reubens, has also been partially settled. About $100 million of the $300 million bid was agreed for payment in a settlement of June 27, 2005. However, one of Deripaska’s companies – called Bluzwed Metals — recently went into the High Court in London, arguing that Trans World Metals, the Reubens’vehicle, had violated Clause 11.4 of the secret deal with Deripaska. Deripaska then sought High Court enforcement of the Reubens deal. He got his summary judgement last January 26 in a ruling by Justice Sir Andrew Morritt. One secret preserved in the ruling was the identity of a Lebanese arranger called Joseph Karam – “K” in the court text – whose payoff and indemnity from further claims Bluzwed accused the Reubens of threatening.Bluzwed’s venture into the High Court occurred in parallel with an attempt by another smelter company controlled by Deripaska, Tajik Auminium Plant (TadAZ), to seek a High Court award of several hundred million dollars against the former investor in TadAZ, Avaz Nazarov, and trading companies associated with him. Although Deripaska has suggested in a US speech that he controls TadAZ, and testimony in High Court proceedings persuaded the judge that Rusal was backing the TadAZ lawsuit, Deripaska and Rusal claim they have nothing to do with TadAZ. Their lawyers also argue that they are outside UK jurisdiction, and should not be subject to the counter suit against them by Nazarov. An attempt by TadAZ and Rusal to have the court endorse the seizure of Nazarov’s passport, his bank accounts blocked, and his papers and computer records removed has been rejected by the London judge, William Blackburne. A new hearing before Justice Blackbume on whether Deripaska and Rusal have entered the court’s jurisdiction is scheduled in a few weeks’ time.

Potential bond buyers or investors in Rusal won’t trouble to seek Deripaska here, or there, and don’t mind whether he is in heaven or in hell. They will pay attention to the rulings on jurisdiction by the High Court judges, and on the trials Deripaska may then face for his assets. Investors have an understandable curiosity to know whose assets he is pledging or selling, and what financial capacity his Rusal group has to honour its obligations.

When the Moscow newspaper Vedomosti published a front-page article this week, headlined “How Rusal is organized”, it added a second headline by way of explanation: “Deripaska opens the structure of his main asset”. To the uninitiated, the impression was that Deripaska was confirming his ownership of the Rusal group, and through four holding companies, his ownership of four aluminium smelters in Russia; three alumina refineries in Russia and the Ukraine; three companies in the west African republic of Guinea, mining bauxite and refining alumina; a 20% stake in Queensland Alumina Refinery; and some downstream aluminium fabricating plants.

In Moscow newspaper practice, it is customary that newspaper reports about business are placed at a price, and like advertising, there is a scale of prices governing editorial position, length and prominence. This custom is so well entrenched, it is also usual for Russian readers of such newspapers to infer from the published text who might have paid to place it there. This isn’t to say that Vedomosti, owned by the Wall Street Journal, the Financial Times, and a Finnish media group – or its affiliated English-language newspaper, The Moscow Times – received financial reward for running what appears to be a news report of Deripaska’s disclosures. Russian customs being what they are, however, the speculation is that the prime mover behind the prominent article wasn’t Deripaska at all. Instead, it appears to be one of the biggest claimants in Rusal’s litigation history, Mikhail Chernoy. He is currently living in Israel, where his freedom of movement is restricted. He has been saying for years that he put Deripaska in the aluminium business, and that Deripaska is bound to pay him for a 20% stake in Rusal he retained from those early days. Deripaska claims he bought Chernoy out years ago.

Sources close to both men have confirmed how fond they once were of each other. This week, Chernoy is quoted as telling Vedomosti that he received $250 million from Deripaska five years ago, but that he is still owed a balance of about $2 billion. Chernoy is quoted in the newspaper as saying: “The validity of the agreement [with Deripaska] has expired, and now my lawyers are preparing a letter to Deripaska in which he will be reminded that he has not carried out his obligations to me.” If Deripaska had arranged the Vedomosti publication to disclose how much he owns in Rusal, Chernoy would not have appeared.

According to the Vedomosti report, the Rusal spokeswoman Vera Kurochkina is quoted as explaining that the Jersey-listed Rusal Ltd. was created in 2005 to absorb Rusal Holding Ltd., a British Virgin Islands company. This had been created by Deripaska and Roman Abramovich, along with Abramovich’s shareholding partners in Millhouse Capital, a UK holding company, to hold the smelter, refinery, mining, and other factory assets. Deripaska bought out Abramovich’s 25% stake in the group for $1,578 billion, and later acquired the Millhouse stake of 25% for an undisclosed sum. These numbers are about equal to the fraction they represent of the official revenue figures for Rusal sales in the years the transactions were negotiated. But they are substantially less than the valuations Moscow investment bankers assumed Abramovich had placed on, and Deripaska agreed to pay for Rusal. According to Rusal releases, in 2003 sales revenues worldwide were $4.5 billion; in 2004 $5.4 billion; and in 2005 $6.1 billion. Abramovich and Millhouse apparently believed their shares were not worth the large multiples Moscow investment bankers currently attribute to these revenue figures.

One of the few additional figures Rusal has released that bears on the asset valuation is the group’s debt. After financial reports Rusal had provided potential lenders disclosed heavy related-party lending between Rusal and Deripaska’s asset holding, Basic Element, leaving little cash in Rusal’s coffers, Rusal’s indebtedness has been a sensitive point on which the company has been reticent. The most recent disclosure by the company indicates that debt has been rising sharply, and was at $2.8 billion at the end of 2005. According to the Vedomosti report, Rusal documents valued its own assets at $2.8 billion last June. Subtracting the debt, perhaps Rusal believes itself to have a net value of zero. This is hardly Deripaska’s estimation of his net worth.

Kurochkina was asked if she would verify that the information attributed to her in the Vedomosti publication was accurate. She refused to respond to written and telephone requests. Were there any suspicion that Deripaska initiated the disclosures in Vedomosti, Kurochkina’s silence dispels it.

There is one further reason forjudging that the Vedomosti report isn’t a pimpernel which Deripaska intended to leave behind. For there is no reference in either the report, or the accompanying asset chart, of the trading firms through which Rusal’s production plants sell their products. As The Russia Journal has reported in great detail in the past, Rusal’s trading is largely done through tolling contracts, which leave the Russian assets with much less than the market value of the sales revenues. This value has been flowing for years to the trading companies offshore. It is these trading schemes that have already exposed Deripaska’s vulnerability to much of the litigation issued to date. The evidence of how these schemes operated to pauperize the plants and enrich the proprietors of the trading companies has not yet been tried in court.

However, if Rusal will not, or cannot consolidate on to its balance-sheet the proceeds of the dozens, if not hundreds of trading companies which Deripaska operates, then it will be difficult for investors to calculate what would give Rusal a net value of better than zero.

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MOSCOW (Mineweb.com) — In football parlance, a ghost goal is usually understood to be the one that scores without the goalkeeper seeing where it came from, or who booted it.

Roman Abramovich, the Russian oligarch who now lives in England, might be considered an expert on the matter since he owns the Chelsea Football Club, and spends a good deal of money on buying players to score goals. But no one has ever imagined that Abramovich himself might be the kicker of a goal on what used to be his playing field, Russia. Notwithstanding, on the front page, with a prominence that often costs dearly, a Moscow newspaper has reported that Abramovich is currently negotiating to pay about $2 billion to buy a minority ! shareholding in the steel, vanadium and coal-mining group, called Evraz. Russia’s largest steelmaker, Evraz is controlled by a man with a similar surname, Alexander Abramov. According to the newspaper report, Abramov is proposing to sell Abramovich 25% plus one share. But after collecting his cash, he is intending to retain his current level of control over the Evraz group.

If the newspaper report is to be believed, Abramovich has kicked a ghost goal, spending money for the first time in years to buy a Russian asset in a sector he is never invested in before, for a reason he has yet to admit to, and without gaining a notable advantage over the seller, except to make him even richer than he already is, and relieve him of his liabilities. Since Abramovich and his UK-domiciled Millhouse group have been selling their Russian assets, and have spent no money in Russia for at least three years, no one can say that they saw Abramovich booting the goal that Abramov leaked to the newspaper. Also, it is unheard of for Abramovich to buy a passive minority stake in a Russian company, let alone accept another Russian’s hidden liabilities. Abramov is thus in the improbable position of being the goalkeeper who says the ball has scored, although there is no other witness to the shot.

Abramov has always exaggerated his goal-keeping credentials; that is to say, the extent to which he controlled the majority of shares in the Evraz group.

In the prospectus for investors which Evraz issued for its initial public offering in London last June, it is claimed that “Evraz was founded in 1992 as the limited liability company Evrazmetal. Evrazmetal was established by a group of Russian scientists and engineers led by Alexander Abramov.” The “original group” was good at mathematics, and the sums they did led them to supply raw materials like iron-ore, coking coal, and electricity to steelmills, and take steel products for sale in return. “As a result”, comments Morgan Stanley and Geary Gottleib, financial and legal advisors to Evraz, “these traders became the largest creditors of the mills.” They then put the owners of the bankrupt plants out of their misery, swapping debts for equity. Not long after helping to compose this account, there was a falling-out between Morgan Stanley and Abramov – but more of that in a moment.

At IPO listing, twelve years after Abramov, 45, had started, he claimed to own 65.26% of Crosland Global Limited, which in turn owned 100% of Mastercroft of Cyprus. Mastercroft in turn owned varying percentages of the assets in the group, until it was reorganized, and absorbed by Evraz of Luxembourg. Subsequent share sales by Abramov have left him with between 51% and 59% of the controlling shares.

In fact, Abramov was an administrator, put in charge of the steel, iron-ore and coal assets after Iskander Makhmudov, a much more potent figure, had grabbed them Another of the real shareholders was Oleg Boiko, who graduated from running a defunct Russian institution called the National Credit Bank to a betting empire called Ritzio, How Boiko acquired his “beneficial interest” in the Evraz assets is less important now than the fact that, as late as 2001, he held one-third of the stakes, and although he wanted to sell out, his partners would not agree to his price.

In the 1990s, Makhmudov had been one of the original founders of all the Russian base metal groups, including aluminium, steel, copper, and their raw materials — iron-ore and coking coal. He has admitted agreeing to leave the aluminium business to Oleg Deripaska, and to specializing for himself in copper and coal. In copper, he controls the Ural Mining and Metallurgical Company, which is the second producer of copper in Russia, after Norilsk Nickel. More recently, Makhmudov had a falling-out with a young protege named Igor Altushkin, who now controls the third copper producing group, Russian Copper Company.

Makhmudov has admitted that through 2001 he was still Evraz’s “partner”, albeit an almost silent one. In 2001 and 2002 he was intent on expanding his steel business by acquiring control of the biggest of the steel mills, Magnitogorsk. He failed at that, and claims he sold his stake to Abramov’s group. At least, Makhmudov says he sold his steel-making interest. In its IPO prospectus, Evraz’s account of its coal assets leaves very unclear how the most important of mines are owned, and by whom. When asked to clarify their ownership, and the nature of their equity and trading relationships with Evraz, the coalmine managements refuse to say.

Difficult as it is to penetrate this murk, it is clear from court claims in the US and Europe that Abramov exercised much of the control he claimed for himself from trustee arrangements with the real shareowners. A claim filed in the UK High Court last December accused Abramov of violating one of these arrangements, and seizing control of a stake of at least 10% in the Evraz group. The claimant in that case was the widow of Aidyn Kurbanov, who died in November 2003, a little more than a year after signing a trust deed under UK law with Abramov. That “settled [the shares] on the Defendant [Abramov] on trust for himself as beneficiary by written trust deed.” According to the Moscow lawyer for this claim, the shares were in a Panama-registered entity called Venturi, which was a “mirror company”, holding effective ownership over the Evraz group. Venturi’s existence had been concealed from investors in the IPO, and from Morgan Stanley, which had drafted the IPO prospectus. The Kurbanov estate lawyer claimed that, in fact, Kurbanov held an even larger shareholding in the Evraz group, but that the 10%-stake was the only one subject to English court jurisdiction.

The Kurbanov claim was the first to intimate publicly that Abramov may not have been the controlling shareholder he claimed. Since the December filing, the lawyers involved in the Kurbanov case have been negotiating with him for weeks, but they no longer return calls to discuss the case.

Before they fell silent, one of them told Mineweb that she believed Abramov’s purported control shareholding in Evraz included other trusts. One which had come under Russian media scrutiny was the estate of a senior executive of the group, Andrei Sevenyuk, who was killed in an aircraft crash in September 2004. Before his death, Sevenyuk had hinted to Mineweb that he was in control of a sizeable stake in the company. Subsequently, uncorroborated reports suggest that his survivors accepted Abramov’s payment of $124 million for a shareholding of 4.17%, leaving what Morgan Stanley estimated as a residual 0.8% bloc of shares still in the Sevenyuk estate’s control. Moscow newspaper reports have speculated, however, that when he was alive, Sevenyuk controlled at least 15%. If true, then together, Sevenyuk and Kurbanov may have been controlled approximately half the shares Abramov claimed for his own.

Until and unless he settled with them, or with their heirs, Abramov ran the risk of trying to sell what was not his.

Other court claims dispute the ownership which Evraz claims in its prime assets. A claim filed in federal and local courts last November in the US state of Delaware four companies representing an Israeli and US investors had once controlled about 72% of the shares of the Kachkanarsky ore-processing combine (GOK), an iron-ore and vanadium mine that is today Evraz’s most important source of the raw material. The claimants say that between 1999 and 2001, they were forcibly deprived of their asset. According to the plaintiffs’ complaint in Delaware’s Chancery Court, Evraz, one of the eleven listed defendants, is described as having been “owned, directly or indirectly, by [Mikhail] Chernoi, [Oleg] Deripaska, [Iskander] Makhmudov, and [Mikhail] Nekrich, and operated and managed by them, or under their direction and control.”

The Delaware court has been told that “in late 2000 the Conspirators arranged for Plaintiffs’ shares in [Kachkanarsky] GOK to be transferred to the Delaware corporate defendants, utilizing, inter alia, fraud or corrupted court proceedings in which Plaintiffs were not even named as parties; the Delaware companies ultimately transferred these shares to UGMC [Ural Mining and Metallurgical Company, owned by Makhmudov] and then to Evraz, which is controlled by Chernoi, Deripaska, Makhmudov, and Nekrich.”

In the Evraz prospectus, these claims are referred to in four paragraphs set 84 pages apart. The legal defence will concentrate first, Cleary Gottleib says, on challenging US jurisdiction for the claims, and arguing that a dismissal on jurisdictional grounds in a related New York case precludes a fresh court adjudication in Delaware.
To the substantive claims raised by the former owners of Kachkanarsky, Evraz says, twice: “Evraz acquired its shares in KGOK through transactions mediated by an experienced market intermediary, and received from the sellers the limited representations and warranties that are customary in the Russian market in respect of the shares it acquired.” If the words drafted by experienced lawyers have meaning, these ones appear to be consistent with the factual basis of the Delaware court claim. They do not deny what has been alleged, inter alia, by the one-time CEO of Kachkanarsky and financial advisor to Makhmudov, who is the principal witness for the claimants. But Evraz goes on to persuade potential investors that “the risks that the ultimate resolution of the suit case will have a significant impact on the financial position of the Group is remote.”

When the former owners of Kachkanarsky filed suit in Luxembourg, following Evraz’s IPO, the Evraz lawyers told the judge that the Luxembourg registered company, Evraz SA, didn’t own the mine. It was owned, instead, they said, by two Russian companies. Although the admission repudiated the IPO prospectus, contradicted the undertakings which Evraz SA had made to investors, and made a liar out of Morgan Stanley, the judge ruled that Luxembourg had no jurisdiction. “Evraz is either lying to the market or to the Luxembourg court”, Bruce Marks, US attorney for the Kachkanarsky claimants, declared, and further litigation is pending.

The legal claims against Abramov and against Evraz have so far had little impact on investor confidence or the Evraz share price. After listing at $14.50, the share price is now almost $23.50, a gain of 62%. More experienced Russian investors have been more wary. A bid by Alexei Mordashov’s Severstal group to merge with or acquire Evraz is known by Moscow bankers to have been discussed, and halted. Other sources have told Mineweb they expected Vladimir Lisin’s Novolipetsk Steel group to try a takeover. Russians of their caliber know how to find, and also to hide beneficial ownership. They also know how not to buy a pig in a poke.

It is for this reason that few serious Russian bankers believe the report that Abramovich is negotiating to pay Abramov $2 billion for a minority stake of Evraz. One of the results of the falling-out between Abramov and Morgan Stanley during last year’s IPO is that not many bankers outside Moscow know Evraz particularly well. Morgan Stanley thought it did, but Abramov reproved them for lack of enthusiasm in the marketing of his securities at the listing. It is still unclear why Morgan Stanley behaved as it did.

If there is a negotiation between Abramov and Abramovich, then Russian banking sources think that Abramovich must be acting for others; possibly state interests who have shared in the proceeds of Abramovich’s sale of his Sibneft oil company to Gazprom. And if Abramovich is doing that, then Abramov’s room for bargaining over what stake to sell, and at what price, may be limited to the newspapers. In practice, if he is now the target of a takeover, he will not be able to dictate either. . Certainly not if the state marshals what it knows about how Abramov came by his shareholding in the first place.

Evraz’s head of investor relations, Irina Kibina, initially responded to questions about the ghost goal by pretending Evraz was not watching. The company is “closed” for a 60-day period until April 27, she said, at which time the company’s 2005 financial results will be announced. Under pressure of the press leaks, she was obliged to issue this statement, acknowledging that as a publicly listed company, Evraz knows what is doing when it stays silent. “Evraz Group S.A.is aware of certain rumours circulating in the market relating to potential transactions in its shares,” the company release said on Tuesday, “and does not propose to comment on this market speculation or rumour. Evraz Group confirms it is aware of its disclosure obligations as a listed company.”

This is hardly a convincing display of transparency by the management of a publicly listed shareholding company. What it concedes is that Abramov runs Evraz out of his back pocket. That is the pocket where he does not keep his wallet.