Lawyers comment on the presidential decree that changed the management structure of Pulkovo Airport

According to lawyers, the presidential decree, which changed the management structure of Pulkovo Airport and limited the right of foreign participants to dispose of their votes, will allow paralyzed corporate processes to be launched. According to the document, a new structure, VVSS Holding, is being created, in which the former participants will receive the same shares as in the original Cypriot company. But the votes of some foreign investors, including the German Fraport, will be blocked, and the other part will be controlled by a structure associated with RDIF.

The presidential decree on changing the management structure of Pulkovo Airport, which became known on December 1, is built on the same principle as changes in other large assets managed by foreigners, and will simplify the management of the airport, lawyers note. The text of the document explains its appearance as “a threat to the national interests and economic security of the Russian Federation that arose as a result of the violation by some foreign” companies of obligations related to the management of VSS LLC.

Until now, Pulkovo Airport was managed by Northern Capital Gateway LLC (VVSS LLC). It belongs to the Cypriot Thalita Trading Limited. In Thalita, 25.01% belongs to VTB Capital, 25% to RDIF together with Mubadala and Baring Vostok, 25% to German Fraport AG, 24.99% to Qatar Investment Authority (QIA).

By decree of November 30, 100% of Thalita Trading is transferred to the new structure of VVSS Holding LLC with an authorized capital of 169 billion rubles. The shares of the participants of VVSS LLC are transferred to the capital of the holding. They will be distributed among 14 shareholders: Business Finance LLC (controlled by VTB, 16.79%), VTB Infrastructure Holding LLC (8.22%), Advanced Industrial and Infrastructure Technologies-7 LLC (PPIT-7; 2.33%), Fraport AG (Frankfurt Airport, 25%), F3 Holding LLC (24.99%, controlled by Qatari QIA), Thirty Seventh Investment Company (owned by UAE sovereign wealth fund Mubadala 7.99%), Nomeliar LTD (7 .48%), Ayar International Investments Company (Saudi Arabia, 3.5%), Bahrain Mumtalakat Holding Company (Bahrain sovereign fund, 1.26%), Felmen Ventures Limited (1.05%), Zamoralo Holdings Limited (1. 04%), Co-Investment Partnership I and V (0.17% and 0.16%) and Mevelida LTD (0.02%).

The right to control the votes of a number of foreign investors – Thirty Seventh, Nomeliar, Ayar, Mumtalakat, Felmen, Zamoralo and both Co-Investments, a total of 22.65% – is temporarily transferred to PPIT-7. Information about the founders and management bodies of LLC PPIT-7 in the Unified State Register of Legal Entities is closed. Other numbered PPIT – former “RDIF Investment Management” with corresponding numbers, are registered at the same address and telephone number. In particular, PPIT-7 owns 5.54% in EL5-Energo (formerly Enel Russia), controlled by LUKOIL.

The votes of Fraport, F3 Holding and Mevelida will be temporarily transferred to VVSS LLC, which loops ownership and deprives these foreign shareholders of the opportunity to dispose of the shares: VVSS LLC belongs to Thalita, which now belongs to VVSS Holding. The state also terminates obligations under all loan agreements concluded by Thalita participants or their affiliates for the purpose of financing it, which is compensated by the transferred share in the holding.

In September, VTB CEO Andrei Kostin spoke about problems with corporate governance at Pulkovo: “Now the main task is redomiciliation (VVSS.— “Kommersant”)”. He explained that participants do not vote, issues regarding loans are not resolved (see “Kommersant” dated September 12).

“The decree concerns three key elements of the life of any company: ownership, management, financing,” notes senior lawyer of AB KIAP Roman Suslov. “Sanctions and counter-sanctions largely blocked all these elements for the VSS structure, in which a holding company from “unfriendly” Cyprus held 100% . On paper, ownership was retained, but no one could dispose of it without special permission. Participants may not have had a quorum or the ability or desire to vote to make decisions.”

“The point of changing this entire structure is to remove a Cypriot company from the airport management chain, the management of which is opaque, and whose reporting can be available to an unlimited number of people,” says Dmitry Kletochkin, partner of the law firm Rustam Kurmaev and Partners. “I assume that the authorized capital of the Cypriot company was is small and its additional financing was carried out through loans. Now, in fact, these loans have been forcibly converted into participation shares in the authorized capital.”

Akderli Legal partner Daniil Akderli notes that the decree “appears to be a continuation of the history of concentration of share capital” of key Russian enterprises with domestic beneficiaries. “A recent similar case was the situation with a change in the management structure of the parent company Tinkoff Bank in Cyprus in favor of the Russian majority shareholder,” he says.

Dmitry Kletochkin notes that now any foreign person who wants to sell their share will be forced to obtain permission from a government commission. Negotiations on the sale of its share, in particular, are being conducted by Fraport (see Kommersant of September 12). Fraport itself said that it would assess the consequences of the decree and analyze how this could affect the holding’s share.

In the context of the sanctions confrontation with Fraport, it may be easier to find buyers for participation shares in the new company among Russian companies, believes Andrey I, managing partner of the law firm Bendersky and Partners, “the remaining participants will be able to carry out their functions according to Russian law, without regard to sanctions lists.” According to Roman Suslov, changes in the VSS “do not particularly affect the possibility of foreign participants exiting; it was and remains limited.” But the decree, he admits, unblocked corporate governance due to the fact that “the rights of foreign participants are suspended.”

Natalya Skorlygina, Anna Zanina