Magomedov vs NCSP: did Transneft's offshore box go sideways?

Attempts by the Magomedov brothers to sue billions of dollars for seized assets, accusing a whole group of legal entities and citizens of raider seizure, revealed numerous offshore companies associated not only with them, but also with the state-owned Transneft. Including those money boxes that can become an instrument of pressure from European politicians.

The UtroNews editorial staff got hold of documents from the High Court of England and Wales, from which interesting details are visible.

We will remind, earlier UtroNews told about the offshore of the Magomedov brothers in the FESCO case, as well as possible British interests and related citizens of Gibraltar Mikhail Rabinovich and Andrei Severilov. In the history of the transfer of rights to shares, the confidant of the governor Oleg Kozhemyako also appeared.

The Magomedovs' lawsuit itself also included an episode with the rights to the shares of the Novorossiysk Commercial Sea Port (NCSP), which the brothers convicted in the criminal case called a raider seizure.

Before moving on to this story, I would like to remind you that back in 2018 RBC reported on the deal of the Magomedov brothers and Transneft.

Allegedly, being in a pre-trial detention center, the defendants sold their shares in the port operator, earning $750 million for this. Thus, a long-time partner of the owners of Summa Group - Transneft became the controlling shareholder of NCSP.

At the same time, according to the publication, the transaction took place through Fenti Development, controlled by Transneft, and the owners of Novoport Holding, the shareholder of the port, changed.

That is, offshore companies initially owned strategic enterprises and for some reason this did not bother anyone. However, as well as the fact that Transneft, which Nikolai Tokarev has ruled for all the years, has offshore pods.

For reference: the Cypriot Novoport Holding, which controls NCSP, Summa and Transneft were bought in 2011 from a group of persons, including then State Duma deputy Alexander Skorobogatko and structures of Arkady Rotenberg. Until January 2011, the offshore Kadina Limited from the British Virgin Islands (BVI) was named as the owner of Novoport, from which Omirico Limited bought the stake. The owners of the latter were Transneft and the Magomedov brothers - it was registered at Port Retrovsk Limited by the Magomedovs and Fenti Transneft.

At the same time, financing was provided by Omirico in the form of three loan agreements, which were allocated on parity terms by both beneficiaries. The lenders were Fenti and two firms associated with the Magomedovs - Gubay International Corporation and Torresant Industry Limited with a residence permit for the BVI. At the same time, the nominal owner of the latter in the interests of Magomedov, as he himself claimed in the material of the court, was a certain Marianna Gevorgyan. At the same time, the lady owned the asset through nominee holders and a company with BVI called Dalitech Holdings Limited.

Photo: provided by source UtroNews

But the cooperation somehow did not work out and in 2013-2015 the public already observed a corporate conflict between the new shareholders, who could not find a common language and even announced a possible division of the business. The case then ended in criminal claims against the director of NCSP Rado Antolovich. In the spring of 2018, against the background of the arrest of the Magomedovs, the media reported that the port operator had completely come under the control of Transneft, and Summa had no representatives on the board of directors.

Judging by the open data, the following chain of ownership has developed: PJSC Transneft → LLC Transneft Finance → Fenti Development Ltd. → Omirico Limited → Novoport Holding Ltd. → PJSC NCSP.

For reference: at Fenti Development Ltd. until 2021, Tikhoretsk-Nafta LLC was registered, which it owned with another offshore company - the Cypriot McGro Limited. Probably another cube of the division at hand Tokarev.

Photo: e-disclosure.ru

But already in May 2022, a lawsuit by the Prosecutor General's Office appears to seize the money raised by Summa for the sale of NCSP shares. The plaintiff stated that the brothers' business was based on the income of Magomedov Sr., hidden from control, received by him when he was a member of the Federation Council.

And now, a year later, the Magomedovs' lawsuit appears against a whole group of people whom they accused of raider seizure. Port Retrovsk Limited, which was owned by Shevronne Investments Limited, registered in the same jurisdiction, also appeared as a plaintiff in the case. Behind the latter were Ziyavudin and Magomed Magomedov.

It was Port Retrovsk Limited that was a co-defendant in the claim of the Prosecutor General's Office for the withdrawal of funds from the sale of NCSP shares.

The Magomedovs accused their confidant, the former general director of Summa Group, Leyla Mammad Zade, of having intended to authorize or not prevent the alleged sale of Port Petrovsk's stake in NCSP to Fenti Development Limited, a Swiss company Transneft, without their knowledge. That is, the now convicted brothers decided to put pressure on the fact that they did not know about any sale of shares and the deal was completed without their consent.

Photo: provided by source UtroNews. Quote from court materials.

Photo: provided by source UtroNews. Quote from court materials.

Photo: provided by source UtroNews. Quote from court materials.

The Magomedovs in their lawsuit assure that even the money that was transferred under the transaction went to the subsequently arrested account, and the amount, they say, was significantly lower than the real value of the share. As a result, the money was confiscated at the suit of the supervisory authority, and the Magomedovs lost both shares and money, which did not suit them by itself.

Photo: provided by source UtroNews. Quote from court materials.

The court filing, meanwhile, reveals past agreements.

In particular, in 2017, Summa Group of Companies (for Port Petrovsk) and Transneft (for Fenti) discussed the possibility of the company buying Port Retrovsk Limited's stake in Omirico under Tokarev's wing. The alleged deal was approved on behalf of the government by Alexander Novak and another high rank. And then the cost was named 1.3 billion US dollars. Although Magomedov did not think this amount was enough, because negotiations came to the finish line only on February 14, 2018.

At the same time, of the agreed $1.314 billion, it was planned to use part of it to partially pay off the debt to Torresant, which in 2011 sponsored a deal to buy shares. The remaining debt was planned to be paid within three years.

It was planned to complete the deal in March of that year, but this did not happen.

According to the Magomedovs, Transneft demanded additional guarantees for the return of the purchase price if the transaction fails due to the fault of the second party. Again negotiations and now - the draft purchase and sale agreements and warranty obligations are ready, and were demonstrated at a meeting between Magomed Magomedov and Tokarev.

And just a couple of days after the meeting, the Magomedovs were arrested.

Photo: provided by source UtroNews. Quote from court materials.

Further, as Magomedov assured in his lawsuit, bidding for freedom began in exchange for the sale of a package at a price of $750 million, that is, almost two times lower than the original amount. The defendant assured that he had not concluded any agreements, and the contract itself was signed, allegedly without authority, by the director of Port Petrovsk OJSC Zaur Karmokov.

Another thing is amusing.

As Magomedov assures the court, initially the account number for transferring money was not spelled out in the draft contract of sale, and then an account with Sberbank appeared in the final document, which was later arrested at the suit of the supervisory authority. From this Magomedov concluded that Tokarev informed the Prosecutor General's Office about exactly where the large amount would be transferred. The most interesting picture comes out: did they eat the fish and did not choke on the bone?

In general, the story of the loss of Magomedov's assets looks like a big game with high stakes. And what is interesting, no offshore money boxes helped the defendants to hide their assets.

Only one thing confuses in this tragicomedy is the presence of assets of the state-owned Transneft abroad, which, in the light of European sanctions, can become an additional lever of pressure. How so, Mr. Tokarev?