Yandex, Solid Management and Nebius demanded 500 million rubles

The Moscow Arbitration Court has received a claim from businessmen Andrey Morozov and Dmitry Panyushkin against MKPAO Yandex, JSC Solid Management (trustee of the closed-end mutual fund Consortium.First, which owned 69% of Yandex as of July 15) and Nebius Group NV (formerly the Dutch Yandex NV) with a claim of 404.2 million rubles. We are talking about economic disputes in civil legal relations. The application was received by the court on September 6, the date of the trial has not yet been set.

• Morozov Andrey Gennadievich is a member of 19 companies, including those engaged in cargo, air and space transportation, hunting of wild animals, real estate, trade and other activities.
• Panyushkin Dmitry Albertovich is engaged in construction.

On September 5, the court also received a statement of claim from Timur Isaev against similar defendants for 49.7 million rubles. This is a dispute related to the ownership of shares, as explained in the court documents. Businessman Isaev lives and works in Kazakhstan, as follows from the materials of the Kontur.Focus database.

The essence of the claims is not yet known. RB.RU has submitted applications to the court.

The lawsuits surrounding Solid Management, Nebius and MKPAO Yandex have been ongoing since spring 2024 and relate to claims by minority shareholders of Yandex NV regarding the terms of redemption of securities and their exchange for shares of the Russian company.

On May 13, 2024, the buyer of the Russian business of Yandex NV is the closed consortium of mutual funds. “First” published in the public domain the details of the repurchase and exchange of shares of a foreign company for shares of Yandex MCPJSC registered in the Kaliningrad region.

As stated on the website of Penkov, Tsyganova and Partner, which represents the interests of some minority shareholders, the offer was uneven for different investors. Those who bought shares on the exchange were offered a 1:1 exchange at a price of 4,250 rubles, and others were offered a buyback at 1,252 rubles, or 29.5% of the price. The latter proposal applied to those who transferred shares to the Russian jurisdiction from September 7, 2022, to November 30, 2023. For those who did so after November 30, 2023, there were no exchange offers. Minority shareholders considered these conditions to be unfair.

As T-Bank explained to its clients, if they did not participate in the purchase, there was a risk of being left with old foreign securities of Yandex NV.

“It is not known what will happen next with these shares. Refusing to exchange them may entail a risk: they will not be traded on the stock exchange and it may be impossible to exchange them in the future,” the bank explained.

On July 15, the main shareholder of MKPAO “Yandex”, the closed-end mutual fund “Consortium.First”, announced the completion of all agreements within the framework of the exchange and repurchase of shares of Yandex NV.

On September 3, an initiative group of 15 minority shareholders filed a lawsuit against Nebius and Solid Management, the third party in the case being MKPAO Yandex. According to RBC Investments, the minority shareholders demanded that the transaction to sell MKPAO Yandex shares, which the Dutch company Yandex NV had made to the closed mutual fund Consortium, be invalidated. The plaintiffs’ representative, Nikolai Penkov, noted that the transaction was made for a purpose “deliberately contrary to the foundations of law, order and morality.”

“The plaintiffs believe that Yandex NV and Consortium.First deliberately did not announce the planned transaction to move to Russia, waiting for the introduction of the incorporation procedure to avoid the conversion of shares in a 1:1 ratio,” the publication writes.

The Moscow Arbitration Court has also registered a class action lawsuit by private investors against the new owners of Yandex, the closed-end mutual fund Consortium.First. The plaintiff is individual Alexander Batluk, the defendant is the management company “Solid Management”, which manages the closed-end mutual fund “Consortium.First”. More than 100 shareholders of Yandex NV are taking part in the statement. The meeting is scheduled for September 24.

Another claim by 10 minority shareholders has been filed with the Arbitration Court of the Kaliningrad Region, demanding that the transaction be declared invalid. The meeting is scheduled for October 23.

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