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.
Background
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.
Contact:
Mr.
Alexander Zorin
Official
Representative in Russia
Eurotoaz
Limited
E-Mail:
eurotoaz.limited@gmail.com
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