On October 23, shareholders of the Eurocement Group Ukraine (Kyiv) will gather for an Extraordinary General Meeting, at which participants will consider the sale of
more than 50% of the company’s property.
The meeting of Eurocement Group Ukraine, originally scheduled for November 24, has been bumped up by nearly an entire month. According to Interfax-Ukraine,
publicly-released company reports had earlier indicated that a number of issues up for discussion were listed on the agendas for Balcem’s EGM, originally scheduled for
December 21, and the EGM for the Kramatorsk ‘Pushka’ Cement Plant, originally scheduled for December 22.
The Eurocement Group Ukraine includes the OJSC Balcem, based in the Kharkiv Region, and the OSJC Kramatorsk ‘Pushka’ Cement Plant [KRCS UZ, U/R], which is
based in the Donetsk Region. While KRCS stock is regularly traded on the PFTS, the Balcem’s stock is not currently listed, as it was removed from the PFTS listing in
2006; however, recent market rumors say that the stock might be relisted on the PFTS in the near future.
Other topics up for discussion at that time include renaming the post of director and changing the company`s business address, according to a statement the company
had issued to Interfax-Ukraine. Apparently, the meeting’s agenda also includes the approval of changes to the company`s statute, as well as providing powers to the
Directors’ Generals of the respective companies to sign agreements.
The joint production capacities of the Balcem Company and Kramatorsk “Pushka” are 5 mln metric tons of cement per annum. The Eurocement Group Ukraine ranks
third among domestic producers of cement in Ukraine.
The Eurocement Group Ukraine commenced operation in June 2005. It is a subsidiary of the Russian holding OJSC Eurocement Group, which produces and sells cement
and unites 16 enterprises in Russia, Ukraine, and Uzbekistan. It has an annual total output capacity of 35 mln metric tons, making it the region’s biggest producer with a
40 percent share of the Russian cement market.
Earlier in 2008, the Cyprus-based Galaks Holdings Limited bought the controlling stake in the OJSC Eurocement Group Ukraine. The current ownership of the two
comprising companies are broken down as follows: 99.17% Galaks, 0.83% freefloat (for Balcem); and 92.86% Galaks, 7.14% freefloat (for Kramatorsk ‘Pushka’). It is
unclear who controls Galaks Holding Limited.
Our view:We view this as NEGATIVE for minority shareholders. We have been trying to obtain any comments from the Eurocement Group’s central office in Moscow. The Head of
the company’s Press Center, Elena Rudovska, strongly refused to comment on the possible asset stripping of over 50% of the company’s assets.
The Eurocement Group has performed a lot of minority shareholder squeezes in Russia and we believe that it might also happen in Ukraine. Moreover, the agenda for
this approaching EGM indicates that the General Director of the Company will be authorized to sign a number of connected Agreements for a sum that exceeds 50% of
the Company`s property, in addition to Specifications, Transfer-Acceptance Acts and Additional Agreements that grant him the right to individually define the order and
term of cash settlements on behalf of the Company.
Watch out for our upcoming report on the JSC Balcem and the Kramatorsk “Pushka” Cement Plant. For a better understanding of the construction market in Ukraine, see
our November 4 flash note “Volyn-Cement: Fortified Enough to Withstand Crisis” and our 22-page company overview “Volyn-Cement: from Wet to Dry” of July 14, 2008.