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RUSAL Has Little Chance of Dropping Norilsk Board-Lawyer

Industry News 01:31:52PM Feb 09, 2011 Source:SMM

MOSCOW, Feb 8 (Reuters) - Russia's UC RUSAL (0486.HK: Quote) has little chance of dismissing the board of mining giant Norilsk Nickel (GMKN.MM: Quote) because a favourable decision by a Caribbean court would not apply in Russia, an international lawyer said on Tuesday.

RUSAL said on Monday a court in the Caribbean Federation of Saint Christopher and Nevis -- where Norilsk has an offshore unit -- prevented Norilsk's Corbiere and Raleigh units from voting shares obtained in a controversial share buyback.

If the shares are not voted, 25 percent Norilsk stakeholder RUSAL's influence in an upcoming extraordinary general meeting would increase, but the lawyer said the Caribbean ruling does not apply in Russia.

"To restrain Corbiere and Raleigh from voting the shares that they hold in Norilsk Nickel based on the interim order of the Nevis Court, a respective decision of the Russian court is needed," Squire Sanders & Dempsey partner Sergey Treshchev told Reuters.

Norilsk, the world's largest nickel and palladium producer, is at the centre of a power struggle between Russian tycoons Vladimir Potanin and Oleg Deripaska.

Deripaska holds his stake via aluminium giant UC RUSAL O486.HK and in December turned down a $13 billion offer from Norilsk to buy out the stake.

Norilsk then proposed to buy back more than 7 percent of its shares, in a move analysts said could marginalise Deripaska.

The billionaire opposes the company's current strategy and has asked shareholders to dismiss the current board at a March 11 EGM, the second such request in less than five months.

Norilsk Nickel on Tuesday issued a statement stating that RUSAL had not interpreted the Caribbean court ruling accurately.

Nonetheless, some analysts say the decision is a victory for RUSAL if the court decision remains in place during the EGM.

"Although the charges against Norilsk Nickel have yet to be proven, should the interim order stay in place until the EGM on March 11, 2011, this could significantly solidify UC RUSAL's positions and potentially allow it to dismiss the BoD and elect a new one," Troika Dialog said in a note.

It is possible that the Nevis court may extend the duration of the interim order at its next scheduled hearing on March 2.

Therefore, if Corbiere and Raleigh opt to vote at the EGM they run the risk of sanctions in the form of penalties or seizure of their assets, Treshchev said.

"Of course they may choose not to vote. On the other hand, the court may not extend the blocking after March 2," he said.

The lawyer added that RUSAL does not have sufficient time to obtain a court ruling in Russia that validates the Saint Christopher and Nevis decision.

"Therefore if at the March 11 EGM Corbiere and Raleigh choose to vote, the correlation of votes should remain the same as at the October 21, 2010 EGM ... consequently UC RUSAL would practically have no chance to elect a new board," he said.

Norilsk Nickel shareholders voted to retain the current board at the October EGM.

 

RUSAL Has Little Chance of Dropping Norilsk Board-Lawyer

Industry News 01:31:52PM Feb 09, 2011 Source:SMM

MOSCOW, Feb 8 (Reuters) - Russia's UC RUSAL (0486.HK: Quote) has little chance of dismissing the board of mining giant Norilsk Nickel (GMKN.MM: Quote) because a favourable decision by a Caribbean court would not apply in Russia, an international lawyer said on Tuesday.

RUSAL said on Monday a court in the Caribbean Federation of Saint Christopher and Nevis -- where Norilsk has an offshore unit -- prevented Norilsk's Corbiere and Raleigh units from voting shares obtained in a controversial share buyback.

If the shares are not voted, 25 percent Norilsk stakeholder RUSAL's influence in an upcoming extraordinary general meeting would increase, but the lawyer said the Caribbean ruling does not apply in Russia.

"To restrain Corbiere and Raleigh from voting the shares that they hold in Norilsk Nickel based on the interim order of the Nevis Court, a respective decision of the Russian court is needed," Squire Sanders & Dempsey partner Sergey Treshchev told Reuters.

Norilsk, the world's largest nickel and palladium producer, is at the centre of a power struggle between Russian tycoons Vladimir Potanin and Oleg Deripaska.

Deripaska holds his stake via aluminium giant UC RUSAL O486.HK and in December turned down a $13 billion offer from Norilsk to buy out the stake.

Norilsk then proposed to buy back more than 7 percent of its shares, in a move analysts said could marginalise Deripaska.

The billionaire opposes the company's current strategy and has asked shareholders to dismiss the current board at a March 11 EGM, the second such request in less than five months.

Norilsk Nickel on Tuesday issued a statement stating that RUSAL had not interpreted the Caribbean court ruling accurately.

Nonetheless, some analysts say the decision is a victory for RUSAL if the court decision remains in place during the EGM.

"Although the charges against Norilsk Nickel have yet to be proven, should the interim order stay in place until the EGM on March 11, 2011, this could significantly solidify UC RUSAL's positions and potentially allow it to dismiss the BoD and elect a new one," Troika Dialog said in a note.

It is possible that the Nevis court may extend the duration of the interim order at its next scheduled hearing on March 2.

Therefore, if Corbiere and Raleigh opt to vote at the EGM they run the risk of sanctions in the form of penalties or seizure of their assets, Treshchev said.

"Of course they may choose not to vote. On the other hand, the court may not extend the blocking after March 2," he said.

The lawyer added that RUSAL does not have sufficient time to obtain a court ruling in Russia that validates the Saint Christopher and Nevis decision.

"Therefore if at the March 11 EGM Corbiere and Raleigh choose to vote, the correlation of votes should remain the same as at the October 21, 2010 EGM ... consequently UC RUSAL would practically have no chance to elect a new board," he said.

Norilsk Nickel shareholders voted to retain the current board at the October EGM.