The adoption of the draft law No. 10069 will unblock the ability of ARMA to ensure budget revenues from the management of seized corporate rights of the russian federation residents.
Until now, according to the law on ARMA, managers of corporate rights are obliged to coordinate their actions with the owners of these assets, including residents of the russian federation. For example, in 2020, 16,650 ordinary registered shares of PJSC “Gaztransit“ with foreign investments were transferred to the management of ARMA.
Based on the results of the competitive selection, we selected a manager and concluded an agreement with “Ukrtransgaz”, which is owned by National Joint Stock Company “Naftogaz of Ukraine”. After the conclusion of the agreement, JSC "Ukrtransgaz" went through and won several lawsuits brought by the owner of the seized rights (JSC "Goldman").
However, the case did not have any actual effect due to the legal provision requiring “Ukrtransgaz” to coordinate its actions with the owners of the corporate rights, which prevents it from holding general meetings, distributing dividends and thus receiving revenues to the state budget.
In order to achieve a quorum at the general meeting of shareholders of JSC “Gaztransit”, besides the shareholder of NJSC “Naftogaz of Ukraine”, guaranteed participation of one of the shareholders of JSC “Ukrtransgaz” (as a shareholder of JSC “Goldman”) or JSC “Turusgaz” is required. In turn, on 31.12.2020, the power of attorney to represent the shareholder's interests expired for a representative of JSC “Turusgaz”. To obtain a power of attorney, a representative of a Turkish company must personally appear at Raiffeisen Bank (Ukraine), where a securities account is opened, with the relevant documents and undergo an identification procedure. During the period of russia's military aggression, the representative of JSC “Turusgaz” refuses to come to Ukraine.
In addition, as part of the financial monitoring, JSC "Turusgaz" must provide to the bank documents on the detailed disclosure of the ownership structure of 4 companies with the ultimate beneficial owners. Gazprom owns 45% of the shares of JSC "Turusgaz", the Turkish state-owned company "Botash A.S." owns 35% of the shares and the Turkish private company "Gama Industry" owns 20% of the shares.
Therefore, PJSC "Gazprom" indirectly owns 8.8% of shares in JSC "Gaztransit". It has no representatives in the governing bodies of JSC "Gaztransit". There are no links of control.
Given that PJSC "Gazprom" owns more than 25% of the shares in JSC "Turusgaz", the Turkish shareholder cannot undergo the financial monitoring procedure in Ukraine. In view of the above, the management bodies did not hold general meetings of shareholders in 2022-2023, and this problem can only be resolved by law.
As a reminder, ARMA already manages almost 1,500 assets in which 100% of the corporate rights are owned by russian citizens.
More than 3,000 assets in which corporate rights owned by russian citizens are less than 100% and less than 50%.
Ukraine is losing revenues because ARMA cannot manage the corporate rights of seized assets of the russian federation. Adoption of the draft law No. 10069 will allow ARMA not only to manage these assets, but also to provide billions of dollars in revenue to our state budget.
