Owners of “Eskom” pharmaceutical company demand to withdraw its shares from offshore company

ESKOM
Eskom

The owners of the Stavropol based JSC SPC “Eskom” — Sergey Azirov and his family members filed a claim for the recovery of the shares from the Cyprus based “Samerfield Services Limited” which owns 99.67% of SPC. Earlier the Arbitration Court of North Caucasian district invalidated the contract under which the offshore company has received shares of “Eskom”. “Eskom” claims that the Cyprus company did not return the shares despite the court’s decision. “Samerfield Services Limited” does not agree with the decision and filed appeal in the Supreme Court. Right now the offshore is the main owner of “Eskom” (producer of infusion solutions) – it owns owns 99.67% of the shares in the share capital of “Eskom”. 51% of “Samerfield Services Limited” belongs to the family of General Director of “Eskom” Sergei Azirov. The remaining 49% are owned by other offshore companies “Greenpoint” (registered in the Isle of Guernsey, UK) and “Meridian Capital” (British Virgin Islands).

According to the representative of Sergei Azirov – Gevork Khalatyan – previously 99.67% of “Eskom” shares belonged to Azirov family, they were later sold to “Samerfield Services Limited”. “Eskom” was included in the list of strategic enterprises of the Russian Federation and the conduction of the transaction on change of the ownership in favor of a foreign investor requires the approval of the Governmental Commission of the Russian Federation. Such approval was not obtained. Therefore the minority shareholders of “Eskoma” who own 0.33% percent of its share capital asked the Court to recognize the agreement for the sale of shares “Samerfield Services Limited” as invalid and return them to their previous owners,” said Mr. Khalatyan. The Arbitration Court of North-Caucasian district has satisfied these requirements. Gevork Khalatyan also said that “Samerfield Services Limited” has not fulfilled the Court’s decision, so the Azirov family went to court in order to return the “Eskom” shares.

“Samerfield Services Limited” lawyers said that the actual transfer of “Eskom” shares to foreign investor did not occur and “Samerfield Services Limited” was originally established as a legal entity on the basis of the statement of Sergei Azirov who became its beneficial owner. Therefore, on the basis of subscription contracts for the shares Azirov’s family only changed the “Eskom” ownership structure by replacing direct ownership of “Eskom” shares to indirect one through the offshore company. The same position we will be defended in the Supreme Court. The corresponding complaint has already been filed.

A lawyer familiar with the circumstances of the case, on condition of anonymity, told that the filing of a lawsuit by the Azirov’s family is not typical since such case will demand bailiffs involvment. Going by the current ownership structure of “Samerfield Services Limited” in which Azirov’s family owns 51%, it turns out that now they want full ownership of “Eskom”. Since the Court found the sale of the shares to the offshore company to be invalid they shoud be returned to the previous owner, in this case to the Azirov’s family – therefore “Greenpoint” and “Meridian Capital” which own 49% of “Samerfield Services Limited” will end up with nothing — said the expert. He also adds that in cases of the disputed acquisitions by foreign investors of strategically important companies for the Russian Federation – the plaintiff is usually the State itself. In this case it was not the State, so it is not clear what kind of harm this caused to plaintiffs (owning the same offshore company).

Stavropol based Scientific-Production Company “Eskom” is the largest producer of infusion solutions. Recently a procedure of observation has been launched on demand of LLC “Estmedikal”(one of the “Eskom” suppliers). “Eskom” market share in the segment is esimated to be 22%. In early March, the 16th Arbitration Appeal Court of Yessentuki granted the appeal of “Samerfield Services Limited” for invalidation of sale of 100% shares of “Company Medpolimer” which is owned by “Eskom”.

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