RUSSIA: BBH struggle with minorities intensifies
The battle between Baltic Beverages Holding and its minority shareholders is escalating. Following BBH's open letter earlier this week detailing its intentions for the integration of its subsidiary companies in Russia, the Independent Minority Shareholders of one of BBH's five Russian breweries, Baltika, issued a statement yesterday (18 August).
"We note that the preliminary Hearing into the voting at the EGM held on July 7, 2005 on the issue of purchase by Baltika of BBH's holding in Pikra Brewery, took place Thursday," the statement said, referring to a vote by minority shareholders on the integration of Pikra which was defeated.
"Minority shareholders had requested that this would be both a preliminary and final Hearing. However, the defendants have sought to delay this process by asking for a separate final Hearing, which is now scheduled for September 22, 2005," the statement continued.
"We remain fully confident in the strength of our legal claim against the defendants, and in our ability to prevail at the final Hearing.
"It is the contention of the minority shareholders of Baltika, as well as the Regional Division of the Federal Antimonopoly Service, that Hartwall Capital is an affiliated party of Scottish & Newcastle plc and the majority shareholders of Baltika, and that the vote at the Jul. 7, 2005 EGM - 49.3% in favour of the Pikra transaction - was unlawful and therefore did not reflect the real strength of views of minority shareholders on the consolidation of Baltika and Pikra proposed by BBH.
"If the vote of Hartwall Capital had not been counted, only 20% of the votes cast would have been in favour of the transaction.
"We note that Hartwall Capital acquired its shares from BBH just before the closing of the share register with regard to the vote on the acquisition of Pikra on Jul. 7, 2005, and that it resold its shares to BBH just before the court hearing on the legality of its voting at that meeting.
"The minority shareholders continue to maintain that the voting of the shares at the shareholders meeting on Jul. 7 when held by Hartwall Capital was unlawful."
The Defendants in the claim are Hartwall Capital Oy Ab,OAO Brewing Company Baltika, ZAO Ediny Registrator.
Last month, Russian company ElectroMir, a minority shareholder of Baltika, filed a lawsuit against Hartwall Capital accusing it of illegally voting at the EGM. In a letter to ElectroMir on 12 July, the Regional Division of the Federal Antimonopoly Service ruled that it considers Hartwall Capital to be an affiliated party to BBH.
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