Mindaugas Deksnys, the General Manager of UAB koncernas ACHEMOS GRUPĖ, one of the largest national capital business groups, holds that the meeting of the management of ACHEMOS GRUPĖ with Žygimantas Vaičiūnas, the Minister of Energy of the Republic of Lithuania, which took place on the 1st of July, was not constructive. It would appear that someone simply needed to be blamed, saying that the questions asked by ACHEMOS GRUPĖ ahead of the extraordinary general meeting of shareholders undermined the plans of the Ministry of Energy to reduce the LNG terminal fee as of today. The Ministry of Energy also presented alternatives for further activities with certain requirements, which basically restrict the interests of ACHEMOS GRUPĖ as a minority shareholder of Klaipėdos nafta AB.
“We want that the spin-off of the LNG terminal business, which is carried out by Klaipėdos nafta AB, to a separate company SGD Terminalas UAB, is done in compliance with the laws of the Republic of Lithuania, protecting the interests of UAB koncernas ACHEMOS GRUPĖ, the second largest shareholder of Klaipėdos nafta AB. I believe that the other minority shareholders of Klaipėdos nafta AB have similar interests. The agenda of the general meeting of shareholders also includes a matter of approval of a USD 310 million security of the obligations of the new company under the LNG vessel lease agreement, to be granted by Klaipėdos nafta AB. These decisions are very important, therefore, as far back as on 18 June we asked questions to find out further details, which have not been answered yet. We are accused of delaying the processes of reducing the LNG terminal fee, however, the Ministry of Energy, which is the majority shareholder of Klaipėdos nafta AB, could have taken decisions in the general meeting of shareholders if it had been certain that its actions had a proper legal basis. However, the Ministry of Energy did not appear at the general meeting of shareholders, preventing it from being validly convened, hence no decisions were taken. It is obvious that the promise to reduce the LNG terminal fee as of 1 July has not been kept. Now, the Ministry of Energy says that the reduction of the fee will be postponed as the audited valuation of the assets of the company is valid only until 1 July, the conditions offered by the bank are valid until the end of July and there are some other reasons,” Mindaugas Deksnys says.
ACHEMOS GRUPĖ holds that in the performance of the company spin-off in accordance with law, Klaipėdos nafta AB has had sufficient time to get ready for the process. The publicly voiced position of the Ministry of Energy implies that it was sought to take decisions with haste, “<…> there was no time even for much thinking or evaluation. Therefore, such a decision was taken, which would allow to achieve this aim and to avoid all other risks as much as possible”. It is stated in the opinion of the audit committee of Klaipėdos nafta AB itself that such decisions result in a change of rights of the shareholders of the company and additional risks arise in connection with non-property rights and possibilities to exercise them. Both the ministry and Klaipėdos nafta AB state that the concern made its claim “at the very last moment”, but the UAB koncernas ACHEMOS GRUPĖ, following the Law on Companies, made a request for information on 18 June, while the general meeting of shareholders of Klaipėdos nafta AB was to take place on 27 June. Unfortunately, Klaipėdos nafta AB did not provide all the requested information. For example, after the concern asked Klaipėdos nafta AB for a preliminary spin-off balance sheet of Klaipėdos nafta AB, the reply was that “<…> presentation of such data may mislead shareholders of the Company”. The reply to the request to present legal opinions was that it was “the Company’s confidential information and attorney-client privilege”, and in reply to the request to present a cost-benefit analysis for Klaipėdos nafta AB and its shareholders, it was said that it “will not change the consolidated financial results of the Company”, etc.
“As we have not received the requested information, in order to defend our rights as a shareholder, we made a claim to Klaipėdos nafta AB regarding a possible infringement of shareholders’ rights,” M. Deksnys said.
According to the head of ACHEMOS GRUPĖ, today the Minister of Energy offered several alternatives, but all of them are unfavourable for the company. “The Ministry of Energy requires that we give a written guarantee in advance that we will not contest decisions of the general meeting of shareholders and state aid agreements coordinated with the European Commission. The offered alternatives also demand that we take back all complaints Achema made. This totally restricts our possibilities as those of a shareholder to defend our rights if they are infringed. We are surprised at this type of requirements coming from a state institution,” M. Deksnys says.
The newly established company, to which the LNG terminal business will be transferred, is worth about EUR 25 million. This year alone, Achema AB is to pay over EUR 23 million as the LNG terminal fee. Last year, the company paid over EUR 20 million, and since 2013, over EUR 100 million as the LNG terminal fee.