The London High Court has rejected a claim filed by RusAl, one of the core shareholders of Russia's biggest nickel producer Norilsk Nickel, to access confidential documents on Norilsk's deals from the metal giant's lawyers, Debevoise & Plimpton LLP, Norilsk said late on Tuesday.
RusAl filed several suits in Britain and the U.S. in February to suspend Norilsk's $4.5 billion buyback program, claiming the program would distort the company's structure
The buyback program was launched on January 27 and was to be completed on February 10, but Norilsk has said that a ruling by a court in the Caribbean island of Nevis blocked the program following a suit from RusAl. Corbiere Holdings Ltd, a Norilsk subsidiary, which is in charge of the buyback, has said it suspended actions to complete the decision.
"I am delighted to report that today the London High Court judge threw out this claim, describing the order sought by RusAl as "an abuse of the process of the court" and sanctioning RusAl's 'unreasonable' conduct with an indemnity costs order," Norilsk quoted its President Andrei Klishas in a statement
"The Norilsk Nickel management will not tolerate serial litigation or diversionary tactics to prevent it from continuing to look after the interests of all shareholders. Management remains committed to promoting the prosperity of the Norilsk business for the benefit of all of its shareholders," the statement said.
"We are extremely happy that Debevoise strongly resisted this illegitimate attempt by RusAl to get information from our own lawyers and stood firm to preserve the sanctity of the lawyer-client relationship. We will continue to resist these illegitimate attempts by RusAl to selfishly promote its own interests at the expense of other shareholders. We will not allow RusAl to damage the company in this way," Klishas added in a statement.
The court considered much of what RusAl alleged as speculation and stressed that Debevoise itself was a wholly innocent party.
"Neither Norilsk nor its subsidiaries was involved in this application in London. The judge rightly made clear that his findings have very limited relevance and application, that they apply only in the context of this unusual and unsuccessful discovery application and that his findings are strictly without prejudice to the positions of Norilsk or any other party," Norilsk also said.
RusAl, controlled by billionaire Oleg Deripaska, and Interros, an investment arm of another Russian billionaire Vladimir Potanin, have long been at odds over control of Norilsk Nickel. RusAl says the Norilsk board is dominated by officials linked with Interros after a June AGM, where RusAl lost one board seat, while Interros increased its representation.
In December, Norilsk sold American Depositary Shares equaling about 8% of its stock to Trafigura Beheer BV. RusAl said it was worried by the deal which it called non-transparent and filed a suit to the U.S. District Court for the District of Connecticut on February 10.
RusAl said in late February that the District Court compelled Trafigura AG to produce documents and testimony relating to its recent purchase of Norilsk Nickel securities and ordered the company to produce any other agreements or understandings with Norilsk Nickel or Interros.
The aluminum company reacted to Norilsk's statement late on Tuesday by saying RusAl could obtain the information about Norilsk deals in its other existing court cases.
"The English Court noted that it could well infer that there is an agreement or arrangement between Trafigura and Interros, so as that they form a group for the purposes of passing the 30% threshold which RusAl complains amounts to a breach of Russian law and gives rise to an obligation on those who form the group to make an offer to acquire the shares of the other shareholders of Norilsk," RusAl said in a statement.
RusAl considers this conclusion will strengthen the company's position in legal proceedings in the Nevis court, where RusAl is questioning Norilsk buyback program, the Norilsk deal with Trafigura and possible conspiracy between Norilsk subsidiaries Corbiere and Raleigh.
The London court told RusAl that the company's claims could be valid if Norilsk's goal to neutralize the negative effects of the shareholders' conflict on the company was achieved by assembling a block of shareholders through the buyback plan organized by parties who act together as a group.
"RusAl remains determined to vindicate its rights and expose all acts of corporate piracy which are in violation of recognized corporate governance norms and that prejudice shareholder interests," RusAl said in a statement.
MOSCOW, March 2 (RIA Novosti)
