Troika Dialog, after six months of negotiations to buy out the Bank of Moscow's 81 percent stake for $50 million, unveiled its new shareholder structure and board of directors Monday. Prominent among the new faces are close associates of Anatoly Chubais, the CEO of power monopoly Unified Energy Systems.
UES deputy chairman Andrei Rappoport, who is expected to be named head of the new transmission company formed during UES' restructuring, has committed to an option to buy 5 percent of Troika. Current UES board member Valentin Zavadnikov, who served as Chubais' deputy from 1998 to 2001, has also agreed to buy a 5 percent stake.
Zavadnikov, a Federation Council senator from the Saratov region, was instrumental in developing the power monopoly's original restructuring plan. He was elected to Troika's five-member board.
Troika president Ruben Vardanian, who is also on the board, denied that the new shareholders were a direct link between UES and the investment bank. "These are [share] options received by the individuals personally. ... Not one legal entity is a Troika shareholder, other than Hansa," he said. "[Chubais] has no relation to Troika."
Hansa AG, an investment vehicle of the Opel family, has the right to buy 10 percent in addition to the 5 percent it already owns. Georg von Opel represents his company on Troika's board. Management is controlling the 95 percent not held by Hansa until the new shareholders exercise their share options and the process should begin by August, Vardanian said.
In addition, Ronald Freeman, representing the $700 million Doughty Hanson & Co. European Property Fund, has committed to buy 2 percent. He was also elected to the board.
As expected, Alexander Mamut, a member of the influential Union of Industrialists and Entrepreneurs and former MDM-Bank chairman, was appointed chairman of the board. He said Friday that he would buy a 10 percent stake.
To allay concerns about conflicts of interest, Troika plans to approve and publish a code of corporate ethics, Vardanian said. The code would require shareholders to abstain from voting on decisions in which they could have an interest.
David Herne, a minority representative on UES's board, said UES should now be very careful before hiring Troika.
Some members of Moscow's financial community were not convinced that Zavadnikov and Rappoport were acting independently.
"If [Zavadnikov] no longer serves Chubais at UES, then he serves him somewhere else," said a source close to UES.
"Why are journalists so stupid?" Zavadnikov said late Monday. "I worked in many other places. ... Rappoport worked for a long time at Alfa and with [Yukos CEO Mikhail] Khodorkovsky? Why don't you ask if Alfa or Yukos are behind the purchase? If you want to talk about Chubais, talk about Chubais. You won't get any smarter for it. ... If you try to dig up any link you won't find one."
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