| 0p | 0 | Vol: 0 |
28 | 04 | 2009
Chief Executive Officer
Sibir is pleased to announce that Mr Stuard Detmer has been confirmed as the Chief Executive Officer of Sibir. His experience in a senior management role within the Company since 2003 will ensure effective management continuity for the Company.
Investigation into Related Party Transactions ("Investigation")
On 25 February 2009 Sibir announced that it had appointed the solicitors, Jones Day, and the accountants, Ernst & Young, to carry out an investigation into various actual and proposed transactions with Mr Tchigirinski and interests controlled by him in 2008. The Company has received an interim report in relation to the investigation, a copy of which has been delivered to the Financial Services Authority and to AIM. Although the investigation by the Company is ongoing, the principal conclusions of the interim report are set out in the Appendix to this announcement and the Company reconfirms the sum of approximately $400 million as the total amount of money currently estimated to have been diverted from the Company.
Litigation against Mr Tchigirinski
As previously announced, the Sibir Group commenced proceedings in the High Court against Mr Tchigirinski. The proceedings are continuing and Sibir is in without prejudice negotiations with Mr Tchigirinski to settle the claim on terms which the Board of Sibir (the “Board”) believes, having taken appropriate legal advice, would be a satisfactory settlement to Sibir given all the relevant circumstances. The terms of the proposed settlement are confidential at present and if the negotiations are successful an announcement of the terms will be made on execution of the relevant documents. The Board expects that if the settlement was successfully implemented the Company would receive return of a substantial amount of its total claims.
Further Investigations
Arising out of the Investigation and the routine annual audit the Company has conducted a detailed review of the carrying value of assets on its Balance Sheet as at 31 December 2008. It has identified two major items that will need to be fully provided in the audited accounts for 2008, namely, a bank deposit of $37,303,781 (which the bank is unable to repay due to its own financial position) and promissory notes issued by certain regional airlines totalling $34,810,596 as consideration for jet aircraft fuel sales (which it is unlikely to recover). Although the Company has received assets in exchange for the former, the Company does not propose to attribute any value to these assets for the purposes of the 2008 accounts, given their uncertain value.
Financial Consequences
Although the Company expects significant recoveries from the Tchigirinski interests in due course, the Company’s intention is to provide fully in its 2008 accounts for the $400 million and the items mentioned above. It will take monies recovered into income when received.
If those provisions were to be made the Company would expect to make a loss after exceptional items for the 2008 financial year of up to $100 million. The precise amount of this loss could change as the Company continues its detailed review of its affairs.
Banking Facilities
The Company has taken steps to keep all of its banking and trading partners fully apprised of its financial and operating condition. Constructive discussions with the Company's principal bankers are on-going and they currently remain supportive of the Company.
Review of Financial Controls
In view of the unauthorised payments made to Mr Tchigirinski and his companies, Sibir has engaged a major accounting consultancy firm to conduct a complete review of its procedures, policies and practices regarding all internal controls, corporate governance and limits of authority. It is the intention of the Board to implement the findings of this review in due course but it has in the interim taken steps to ensure no further misappropriation of funds.
Future Developments
In light of the recent acquisition by Gazpromneft of approximately 17 per cent of the Company’s shares, the Board intends to seek discussions shortly with its major shareholders about their intentions with regard to the Company’s minority shareholders and the strategic future of the Company.
Further announcements will be made as appropriate including as a result of the ongoing investigation by the Company and the progress of the negotiations with Mr Tchigirinski regarding a possible settlement of the Company's claims against him. In the meantime, the Company’s shares will remain suspended.
Appendix
1. Between 16 September and 3 October 2008 Mr Henry Cameron arranged for Sibir and its subsidiaries (the “Sibir Group”) to pay $115.454 million to a company owned by Mr Tchigirinski in order to provide funds to Mr Tchigirinski to meet his liabilities. These payments were then subsequently characterised by Mr Cameron and Mr Tchigirinski as part payments to acquire properties from companies associated with Mr Tchigirinski known as the Sovietsky Hotel and New Sovietskaya. Those acquisitions have not taken place and are now not ever intended by the Sibir Group to take place.
2. On 16 October 2008 Mr Cameron arranged for another payment of $39 million to be made by the Sibir Group to a company owned by Mr Tchigirinski for the same purpose. No characterisation of that payment was made by Mr Cameron and Mr Tchigirinski.
3. Between 19 October and 4 December 2008 Mr Cameron arranged for a further $174 million to be paid to a company which subsequently used those funds in repaying debts owed by Mr Tchigirinski to third parties or otherwise for the benefit of Mr Tchigirinski. Those funds were characterised by Mr Cameron and Mr Tchigirinski as payments for the purchase of oil products by the Sibir Group but no products were ever delivered or intended to be delivered to the Sibir Group.
4. In December 2008 Mr Cameron arranged for the Sibir Group in effect to repay loans totalling $62 million made to companies owned by Mr Tchigirinski or connected with him. The loans in question had been made by a company unconnected with either the Sibir Group or Mr Tchigirinski.
5. In 2007 Sibir advanced $10 million to a company owned by Mr Tchigirinski in connection with the purchase of a private jet for Mr Tchigirinski. The jet was purchased but the $10 million advanced by Sibir has never been repaid.
6. Therefore, the total amount paid to companies owned by or connected with Chalva Tchigirinski in respect of which no value has been received by the Sibir Group is approximately $400 million.
7. The acquisition by Sibir in September 2008 of the two properties located in the Sochi area where the 2012 Winter Olympic games are to be held and known as Krasnaya Polyana Olympic Centre and Katerina City for a total of ˆ22 million were in fact made from companies connected with Mr Tchigirinski rather than from unconnected parties as reported by Sibir in its circular dated 2 December 2008. Those acquisitions have been completed and the purchase consideration has been fully paid. However, it has been discovered that Sibir only acquired 74% of the
8. It appears that further steps are still required to complete the acquisition by Sibir of the Korimos and Avtocard businesses and that the acquisitions may require further ratification at a future general meeting of Sibir's shareholders.