Even foreigners’ money won’t save NTV this time

Issue Number: 
97
Author: 
Yelena Rykovtseva
Published: 
2001-02-03


Foreigners like Ted Turner and George Soros, tempted to save NTV with their money, are unlikely to get the opportunity to become the white knights of Russia’s opposition media and rescue the network.

NTV and its shares are surrounded by such a solid wall of court cases that hopes of buying a stake look set to be dashed.

The same goes for the Russian Journalists’ Union, the Foundation for the Defense of Glasnost and Yelena Bonner, who have opened a special account to collect donations from the public to pay off NTV’s debts. This is equally doomed.

No one wants to take this money. Gazprom, NTV’s main creditor, has spent the last year telling the world that NTV has only to pay its debts and the gas giant will back off. But when that hope came in the form of foreigners looking to buy shares, Gazprom did a radical about-face.

When Gazprom and Media-MOST signed an agreement last November, Gazprom held 46 percent of NTV shares; Vladimir Gusinsky’s Media-MOST held 49.5 percent; and 4.5 percent was held by another company, Capital Research.

But under the terms of the agreement, 19 percent of Gusinsky’s shares were to be sold through Deutsche Bank to a recognized foreign investor. If the shares weren’t sold by July 2001 – the date that Media-MOST’s first loan tranche from Gazprom falls due – the shares were to go to Gazprom.

Deutsche Bank eventually pulled out of the deal, and Gazprom decided to take the shares without waiting until July. Acting on Gazprom’s request, an arbitration court put an arrest on the shares until Feb. 14, when the case is to be heard.

As soon as the news came through that Turner wanted to buy the shares for $300 million – exactly the amount NTV needs to pay its debts – Gazprom began to take more active measures.

On Jan. 19, Alfred Koch, the president of Gazprom-Media, called journalists for an informal meeting at which he told them that the bailiffs were about to arrest the shares and prevent them from being used in voting. "This will give us the biggest stake with voting rights," Koch said, "but we’re not going to call a shareholder meeting or make changes to the board of directors before July."

Later the same day at a Media-MOST press conference, journalists were told that Turner was willing to pay $300 million for the shares. A week after that, a bailiff did exactly as Koch predicted. But how did Koch know what the bailiff would decide, when the arbitration court had only authorized him to arrest the shares and not to ban their voting rights?

On Jan. 26, Koch suddenly announced that there would be an extraordinary shareholder meeting and change of management at NTV. "Now, we’ve got 46 percent of shares with voting rights, and Gusinsky has only 30.5 percent," he said. "We demand to call an extraordinary shareholders’ meeting and elect a new board of directors. Six of its members will be from Gazprom and three from Media-MOST."

If this meeting goes ahead, NTV will end up with a new general director. The director needs to get two-thirds of the vote, and Gazprom has enough votes now to push through its candidate.

What all these events suggest is that Gazprom isn’t interested in getting its money back; it wants to become the main shareholder in NTV.

For their part, Media-MOST and NTV have filed suits in two different courts. They want the Moscow Arbitration Court to revoke the bailiff’s decision and return voting rights for the 19 percent of shares. If the court upholds the request, Gazprom won’t be able to change the NTV board. But the court decision will have to come fast – under Russian law, an extraordinary shareholders meeting must be held within 45 days of the call being made.

Media-MOST has also laid a complaint with a court in London against Gazprom for its attempts to take the 19 percent stake without waiting until July. If these two different courts in two different countries make different decisions, this will create an unusual international law case study.

Even if Media-MOST wins back its 19 percent stake, there are still no guarantees foreigners would be able to buy the shares.

As well as the two court cases in Moscow and one in London on the 19 percent stake, there are four other cases in Moscow brought by tax inspectors to liquidate the companies that make up Media-MOST (TNT, NTV, NTV-plus and Media-MOST itself).

If the tax authorities succeed in their bid to have the companies liquidated, then foreigners’ interest in keeping Russia’s only opposition channel going will liquidate all of its own accord.


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