Having compared the structure of federally owned blocks of shares as broken by the sizes of the state shares in the authorized capitals of joint stock companies, which has formed by the middle of 2006, with the structure the RF Ministry of Property Relations expected to be formed after the completion of implementation of the privatization program of 2003, the conclusion may be derived that the planned figures were achieved with more than 2 year delay. Thus, it was planned to reduce the share of minority blocks of stocks to 36 per cent (in fact, this figure made 30.5 per cent) and blocking interests to 22 per cent (in fact, this figure made 25.4 per cent). The share of 100 per cent blocks of shares should make 30 per cent (in fact, this figure made 32.6 per cent). The expected share of controlling interests (12 per cent) was practically equal to the actual figures registered in the middle of 2006 (11.4 per cent). Therefore, the state could overcome the noticeable prevalence of the specific weight of blocks of shares not able to ensure the due degree of control over joint stock companies on the part of the state inherited from the period of cash privatization taking place in the late 1990s, whereas the share of minority blocks of shares turned out to be even less than expected by the beginning of 2004. In the middle of 2006, the absolute number of joint stock companies with federally owned blocks of shares was about equal to the figures forecasted to be observed after the completion of implementation of the privatization program of 2003.
Since recently, the development of the public sector of the Russian economy has been characterized by the following major trends.
In 2006, there was observed a certain decline in the activity of state owned companies on the market of mergers and acquisitions as compared with the situation existing there two years earlier. The most significant development on the market was the purchase of 66 per cent in the leading producer of titanium (30 per cent of the world production) and magnesium metal joint stock company VSMPO-Avisma (the amount of the transaction was US $ 700 million) by the FSUE Rosoboronexport in the autumn of 2006. This transaction overshadowed the acquisition of controlling interest in the electrical machine building plant LEPSE (situated in the town of Kirov), one of the largest Russian enterprises engaged in production of electrical equipment for the defense and motor industries, by the United Industrial Corporation Oboronprom, the largest shareholders in which are the state and Rosoboronexport.
However, state owned companies have compensated the drop in their activity in this aspect with consolidation of their positions in other spheres.
First of all, there should be noted the rather successful IPO carried out by Rosneft (July of 2006) and Sberbank of Russia (February and March of 2007), as well as similar activities the Vneshtorgbank is carrying out at present. The same path may be chosen by the company ALROSA, the Russian diamond monopolist, Sovkomflot, and, possibly, subsidiary structures of Rosoboronexport (in the case the latter is reorganized as the parent management company); however, the time horizon of implementation of these plans is, probably, outside the limits of the current year.
Special attention should be paid to Gazprom, which at the end of 2006 announced about the launch of its independent (without participation of foreign capital) development of the Shtokman natural gas field in the Barents sea and purchased 50 per cent plus one share in the company Sakhalin Energy, being the operator of the production sharing agreement (PSA) concerning Sakhalin – 2 project for US $ 7.45 billion. This transaction resulted in a decline in the shares of original partners in the project: the share of Shell should decrease from 55 per cent to 27.5 per cent, the share of Mitsui should decline from 25 per cent to 12.5 per cent, whereas the share of Mitsubishi should decrease from 20 per cent to 10 per cent. Gazprom takes part in the purchase of shares in electrical power companies placed in the framework of additional issues having place in the course of restructuring of the RAO UES of Russia (including Mosenergo), and also is going to invest in the coal industry (in the course of implementation of its joint project with the company SUEK). Besides, in 2006 Gazprom acquired a block of shares in the company of the independent natural gas operator Novatek (19.9 per cent), whereas Gazprombank purchased the controlling interest in the company Sibneftegaz.
Such property policies of the state as the integration of earlier scattered assets and bringing of the share of the state in the structure of equity capitals of certain companies to the size of controlling interest were pursued further.
In this connection there should be noted the achievement of a preliminary agreement between the federal center and the Republic of Sakha (Yakutia) as concerns the contribution of the property complex of the PNO Yakutalmaz, which was transferred into federal ownership, in the authorized capital of the company ALROSA with the view to repay the additional issue of shares permitting to increase the federally owned block of shares up to the controlling interest of 51 per cent.
It should be reminded that earlier the complex Yakutalmaz was in the ownership of the Republic and was leased to the company ALROSA, thus ensuring a significant share of revenues of the regional budget. As a compensation, the Republic of Sakha (Yakutia), as well as the Arkhangelsk oblast and the Primorsky krai should receive in full the amount of the tax on extraction of natural diamonds (earlier, 40 per cent of revenues generated by this tax were due to transfer to the federal budget). The increase in the budget revenues generated by the taxes on profits, property, and dividends on the block of shares being in the ownership of the Republic (40 per cent taking into account the shares of several uluses (districts)) should help to compensate the decline in the revenues of the Republic’s budget. At the same time, a block of shares in the company was consolidated by the Vneshtorgbank. T The state policy aimed at the creation of integrated structures has in fact begun to affect the whole industries of the Russian economy. As a most noticeable development in this sphere there may be mentioned the establishment of the United Aircraft Manufacturing Company (UAMC), which integrated state and private assets of the Russian aircraft manufacturers in February of 2007. In the same tideway, there are plans to create in the second half of 2007 yet another new state corporation “Bank of external economic activities and development of the Russian Federation” with the authorized capital amounting to Rub. 70 billion on the base of reorganized Vneshekonombank and taken over Roseksimbank and the Russian Bank of Development.
After a draft law permitting to create a new large state company on the base of assets of the civilian part of the Russian nuclear industry was approved in the early 2007, in April the RF President’s decree finalized the scheme in accordance with which there should be reorganized the nuclear industry. As it has been planned earlier, already in 2007 in the industry will be created the holding Atomenergoprom (AEP), in the authorized capital of which there will be contributed shares in 55 federal state owned unitary enterprises after these enterprises pass through the state of conversion into joint stock companies. In its turn, the AEP, similarly to the nuclear weapons complex, the complex of nuclear and radiation safety and fundamental scientific research should be managed by the corporation Rosatom, which should be created in 2008. The status of this corporation should be determined by a special law, it is expected that it should in many aspects be similar to the status of a not-for-profit organization. Rosatom should only manage the assets, but have no ownership rights with respect to these assets. As concerns the access of private investors in the nuclear industry, it is planned that such an access should be granted only at the state of extraction of uranium in the amount below the blocking interest.
Already in 2007, there was announced the establishment of the United ship building corporation, the merger of Transneft and Transneftprodukt, all 100 per cent of shares in which should be contributed to the authorized capital of Transneft as a payment for the additional issue of shares. In a similar way, the increase in the authorized capital of the open joint stock company Sovkomflot will be paid with the federally owned block of shares in the open joint stock company Novoship (Novorossiysk Shipping Company) (50.34 per cent). As a result, these two companies will merge and in the future the conversion to a single share is possible.
On the basis of merging of state and private assets of 5 air companies being the members of the Air Union alliance there is created the third largest air carrier in the country – the open joint stock company AirUnion.
The contribution of the state should be its blocks of shares in the Krasnoyarks Airlines (51 per cent), Domodedovo Airlines (50.04 per cent) and Air Company Samara (46.5 per cent). It should be noted that in contradistinction to the majority of holdings created over the recent years, the state may receive no controlling interest in the capital of this newly created structure and rest content with the minimal share of 45 per cent only; however, the final proportions of shares distribution should be determined later.
The trend towards an active property expansion of natural monopolies (Gazprom and RAO UES of Russia), which had become noticeable over the last two years, was continued as by the beginning of 2007 there were made public the intention of RZhD to obtain the blocking interests in the sea ports of Ust Luga and Novorossiysk, its interest in purchase of shares in sea ports of Vladivostok and Nakhodka, the information that RZhD may sell its blocking interest in Transmashholding (TMKh), which is the largest company engaged in railroad mechanical engineering in the country controlling many enterprises involved in this business.
The significant changes observed in 2006 and the first quarter of 2007 in the list of strategic enterprises and joint stock companies were in many cases related exactly to the formation of integrated structures, both in the aspect of withdrawal of the companies to be included in such structures, and the entering of newly created holdings in this list (for instance, the United Industrial Corporation Oboronprom, which consolidated the domestic helicopter industry, and UAMC).
The most important legal innovations concerning the public sector were the changes in and amendments to the law on privatization of 2001, as well as the long expected formalization of state’s approaches to the pursuance of dividend policies in joint stock companies, shares in which are in federal ownership, via the adoption of a special regulatory act.
Changes in and amendments to law No. 155 FZ of July 27, 2006, “On privatization of state and municipally owned property” being currently in force are aimed at the regulation of the procedures governing the increases in the authorized capitals of open joint stock companies created in the process of privatization, where the shares of the state or municipal entities make 25 per cent or more. The previous version of the law permitted to increase authorized capitals of such companies by additional issues of shares only on the condition that the state or municipal entities retained their shares in these organizations.
The new version of the law on privatization (article 40) defined a whole range of state bodies (the RF President, the RF Government, authorities of the RF subjects, local governments) having the right to take decisions concerning the possibilities of increases in authorized capitals resulting in declines in the shares of the state (regions, municipal entities).
However, even the new version of the law permits to use this procedure only on the condition that the state (region, municipal entity) retains its share in the following amounts:
– not less than 25 per cent plus one share carrying voting rights in the case on the date a decision on new issue of shares was taken the share of the state authorities permitted to have from 25 per cent to 50 per cent of the total number of votes at the general meeting of shareholders;
– not less than 50 per cent plus one share carrying voting rights in the case on the date a decision on new issue of shares was taken the share of the state authorities permitted to have more than 50 per cent of the total number of votes at the general meeting of shareholders.
In the case companies are on the list of strategic joint stock companies, any decision on additional issue of shares may be taken only by the RF President.
State authorities are also vested with the right to determine the size of the share of the state in the authorized capital in the course of the placement of shares by the way of public offering and listing of such shares by a stock exchange, as well as the placement of shares outside the territory of the Russian Federation, including the placement, in accordance with foreign laws, of securities issued by foreign issuers, which certify the rights with respect to shares in open joint stock companies. In the general case, if the state (a region, a municipal entity) has a share in the capital of an open joint stock company ensuring more than 25 per cent of votes at the general meeting of shareholders, such a decision should be taken by the RF Government, an authority of the RF subject, or a local government, whereas in the case such companies are put on the list of strategic joint stock companies the respective decision should be taken by the RF President.
On the face of it, this scheme appears to be rather flexible as it combines the granting to joint stock companies with state owned blocks of shares an option to attract investments with the meeting of requirements of property control on the part of authorities. However, only future practices can show how feasible and adequate this tool box is. The previous experience provides evidence that in the situations, where problems exist as concerns enforcement of corporate law, exactly the high concentration of shares is viewed by the Russian business as the most acceptable guarantee against risks pertaining to investments in different companies.
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