The Supreme Commercial Court of Russia confirmed the theft of 4,257,936 ordinary shares in the world's largest ammonia producer, Togliattiazot, from EUROTOAZ LIMITED. This is 10% of the share capital of Togliattiazot, with a value of $100 million.
Dublin, October 3, 2012 -- EUROTOAZ LIMITED has received the text of the Resolution of the Presidium of the Supreme Commercial Court of the Russian Federation, confirming the theft of 4,257,936 ordinary shares in the world's largest ammonia producer, the Russian company Togliattiazot. The shares stolen from EUROTOAZ LIMITED are equivalent to 10% of the share capital of Togliattiazot, with a value of approximately $100 million in today's prices.
The Court found that the exclusion of EUROTOAZ LIMITED from the register of Togliattiazot shareholders was not a technical or typographic error, but a result of intentional misconduct on the part of Togliattiazot and its former registrar, CJSC FIC "TOAZ-Invest". In accordance with the Russian law on joint stock companies, the issuer of shares and its registrar bear joint responsibility for the correctness and accuracy of the register of shareholders. Therefore, any change of entries in the shareholders register appears to be possible only through coordinated actions by the issuer and the registrar.
However, as the shares were misappropriated more than three years ago, it is not possible under Russian legislation for the commercial court to order the return of the shares to their rightful owners. Therefore, despite the readiness of Togliattiazot's new registrar (Joint Stock Company "VTB Registrar") to return the equity, EUROTOAZ LIMITED has accepted that it has almost no realistic chance of recovering the stolen shares.
Nevertheless, by confirming the theft of the shares, the judgement of the Supreme Commercial Court allows EUROTOAZ LIMITED to claim for the appropriate compensation for damages and for those responsible for the theft to be brought to justice under the procedures of criminal law.
Already, a criminal investigation into the theft has been launched by the Russian authorities, within which EUROTOAZ LIMITED has been granted victim status.
EUROTOAZ LIMITED is confident that the Russian legal system will continue to protect the rights of legitimate businesses against unscrupulous activities of rogue individuals.
November 1995, EUROTOAZ LIMITED (Ireland) and EUROTOAZ (Hungary), a joint Russian-Hungarian company set up by Togliattiazot, signed a contract for the sale of 44,541 shares in Togliattiazot, which comprised 8.8% of the share capital. The transfer of the shares to EUROTOAZ LIMITED was duly processed and registered in the Russian Federation. Subsequently, issues of equity securities in Togliattiazot were consolidated. As a result EUROTOAZ LIMITED became the owner of 4,257,936 ordinary shares in Togliattiazot.
27 November 1995, Togliattiazot decided to liquidate EUROTOAZ (Hungary) through a merger with another company (ROMEX). The decision to merge was personally signed by the head of Togliattiazot, Vladimir Makhlay, in Budapest (Hungary) in the presence of a notary.
In 2010, representatives of EUROTOAZ LIMITED received a statement from the register of Togliattiazot shareholders concerning the disappearance of the shares that belonged to EUROTOAZ LIMITED. CJSC FIC "TOAZ-Invest", which used to be the registrar of Togliattiazot, was headed by E.A. Korolev, who is currently heading the management company of Togliattiazot, CJSC "Corporation Togliattiazot", which manages Togliattiazot. E.A. Korolev performs all his actions with the approval and guidance from Sergey Makhlay, chairman of the Board of Directors of Togliattiazot and son of Vladimir Makhlay.
Mr. Alexander Zorin
Official Representative in Russia