It seems that the Ukrainian co-owners of the asset turned out to be no better than Putin’s henchmen.
The minority shareholder of the Ocean Plaza shopping center, the Lanita Invest company of Ukrainian businessman Andrei Ivanov, tried to deprive the state, represented by the State Property Fund, of the right to any actions in relation to the shopping center and is not ready to give up these attempts. Considering that in six months the shopping center should be put up for privatization, such minority activity will definitely not be beneficial.
From the very beginning of its operation, the Ocean Plaza shopping center actually and indirectly legally belonged to a representative of Vladimir Putin’s inner circle - oligarch Arkady Rotenberg.
Almost a year ago, in March 2023, the StateWatch team, as part of the Trap Aggressor project, already covered the process of collecting for state income the majority of shares in companies that actually belonged to Putin’s entourage. The deed was done, the High Anti-Corruption Court on March 20, 2023 satisfied the claim of the Ministry of Justice and recovered two-thirds of the Ocean Plaza shopping center, namely 66.65% of the authorized capital of IS Lybid LLC. This share of assets began to be managed on behalf of the state by the State Property Fund, which received this right through an order of the Cabinet of Ministers dated June 9, 2023.
Everything seemed to be going well, if not for one nuance - the Ukrainian co-owners decided to cheat the state and tried to prevent the State Property Fund from managing the majority stake in the company that owns the Ocean Plaza shopping center.
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On October 19, 2022, in accordance with Decrees of the President of Ukraine No. 726/2022, 727/2022, Arkady Rotenberg and members of his family, who are the nominal owners of the company owning 66.65% of the authorized capital of IS Lybid LLC, were sanctioned in the form of blocking assets for a period of ten years.
Understanding the consequences of the application of sanctions and the inevitability of collecting the share of the authorized capital of IS Lybid LLC to the state, on February 27, 2023, the owners of IS Lybid LLC registered changes in information about management bodies, representatives and a new edition of the company’s charter, thereby effectively blocking the state represented by the State Property Fund, any actions against LLC “IS “Lybid”.
On June 24, 2023, the State Property Fund became the founder (participant) of IS Lybid LLC with a share of UAH 115 million, or 2/3 of the company’s authorized capital.
On October 6, 2023, the State Property Fund addressed the Anti-Raiding Office with a complaint about the cancellation of the registration action dated February 27, 2023, carried out by the capital's private notary Zoltan Rusanyuk. So much intrigue.
In its complaint, the State Property Fund noted that it appealed to IS Lybid LLC, which in fact, from an operational point of view, is controlled by Ukrainian businessman Andrei Ivanov, with a request to provide the Fund with a copy of the company’s charter, certified by the authorized management body, along with amendments to it. From the documents provided, the Foundation learned that the provisions of the charter of IS Lybid LLC in the new edition do not comply with the requirements of the current legislation of Ukraine.
Already on October 12, 2023, an announcement was posted about the appointment of a review of the SPFU complaint by the Central Board of the Ministry of Justice for the consideration of complaints about the annulment of the above-mentioned decision. On October 27, an explanation was received from the private notary Rusanyuk, in which he noted that the Foundation did not comply with the deadlines for filing a complaint with the Ministry of Justice, since, according to information in the state register, an official of the Foundation received an electronic version of the charter on July 24, 2023, in response to a request for a copy of documents LLC “IS “Lybid”, which was registered by the appealed registration action. In this regard, according to the notary, the Foundation became aware of the contested registration action on July 24, and not on August 28, as stated in the SPFU’s complaint to the Ministry of Justice.
In addition, notary Rusanyuk noted that the State Property Fund became a participant in IP Lybid LLC only on June 24, while the appealed registration action was carried out on February 27 of the same year. Therefore, Rusanyuk asked to leave the complaint without consideration, since the Foundation became a member of the company three months after the registration of the new version of the charter of LLC IS Lybid and the rights of the Foundation were not violated by the appealed registration action.
Therefore, on October 30, 2023, the board of the Ministry of Justice decided to postpone consideration of the complaint in order to verify the fact that the notary indicated that the deadline for filing a complaint with the Ministry of Justice had been missed. It turned out that the SPFU employee received a copy of the new charter of the company, but did not transfer it to other structural divisions, in particular the department of corporate rights and the department of support of sanctioned property and property in temporarily occupied territories, whose functional responsibilities included making management decisions on sanctioned assets.
Also, the State Property Fund, in response to a request from the Ministry of Justice, noted that it became aware of illegal registration actions precisely on August 28, 2023, after receiving a letter from IS Lybid LLC dated August 23, which provided a copy of the charter of the above-mentioned company in the new edition, approved by the protocol of the general meeting of participants No. 22/02-23 dated February 22, 2023.
After the Ministry of Justice received a response from the State Property Fund to the request, on November 20, 2023, a re-examination of the complaint took place, during which the board recommended that the Fund’s complaint be satisfied and the appealed registration action be canceled due to the fact that the following violations were established. If you look at the essence, and not the form, then this is a 100% correct decision of the board.
It became clear that, according to the state register, on the basis of the appealed registration action, information about the management bodies, representatives and the editorial board of the charter of IS Lybid LLC was changed. And now about the key thing - what exactly are these changes?
Based on the registration action, on February 27, 2023, private notary Rusanyuk registered a new version of the charter of LLC “IS Lybid”, which stipulates that the management bodies of LLC “IS Lybid” are the general meeting of the company’s participants and the directorate of the company, and states that the members of the directorate have the right to issue powers of attorney within the limits of their powers, taking into account the restrictions established by the charter.
At the same time, in the state register, after the appealed registration action has been carried out, in the column on management bodies it is indicated that the management bodies of the LLC are the general meeting of participants, the directorate, and an authorized representative.
Consequently, the board found that the provisions of the company’s charter, filed for the contested registration action, contain rules on the exercise of the competence of the directorate by the executive director, general director and director of economic affairs or their representatives acting on the basis of a power of attorney, and this contradicts the provisions of part 11 of article 39 The Law “On Limited and Additional Liability Companies”, according to which a member of the collegial executive body of the company cannot transfer his vote to other persons.
In addition, the College examined in detail the issue of compliance with the deadlines for filing a complaint with the Ministry of Justice and found that the deadlines established by Article 34 of the relevant law were met by the Fund.
Based on the results of consideration of the complaint of the State Property Fund, a decision was made to cancel the registration action of the notary Rusanyuk. For comparison, before these clever multi-steps of the Ukrainian co-owner Andrey Ivanov, decisions of the general meeting of IS Lybid LLC were made by a simple majority of votes of the present participants.
To understand the difference, let’s detail the “fantasy” of Ivanov’s lawyers: after registration actions regarding the charter of LLC “IS Lybid”, now cancelled, decisions of the general meeting are adopted by three-quarters of the votes of all company participants. And since the state received two-thirds of the shares after the HACC decision, the new (now cancelled) version of the charter actually blocked the state, represented by the State Property Fund, from any actions to carry out the economic activities of the Ocean Plaza shopping center. This is perhaps the key thing to be ashamed of during the war - Ukrainian businessmen are fighting against the state in order to control, until recently, almost entirely Russian assets.
Now the State Property Fund is already preparing for an auction for the sale of the above-mentioned shopping center. The main contender is businessman Vagif Aliyev, which he has already confirmed to Ukrainian Forbes. However, it is far from certain that he will be the winner. According to ZN.UA, the minority owner of the Ocean Plaza shopping center Andrey Ivanov does not give up hopes of a transition from minor to major.
He threatens to appeal the annulment of the notary’s decision in the courts, accordingly returning a strange version of the charter, which is unlikely to add value and attractiveness to the asset. His desire to necessarily conduct an audit of the company before privatization is also obviously a signal of his intention to bargain well for the shopping center even before its sale. So the story is not only far from over, in fact, it seems that the fun is just beginning.
