For Tui, Russian ownership is tricky for a number of reasons.
(Photo: dpa)
Dusseldorf By selling his share package to his wife Marina, Tui major shareholder Alexei Mordashov has secured his influence on Europe’s largest travel group. And this despite the fact that the EU put the Russian oligarch on the sanctions list on February 28 because of the Ukraine war.
Lothar Harings, Chairman of the European Forum for Foreign Trade, confirmed to the Handelsblatt: “The wife is not automatically subject to the restrictions, since according to German and European legal understanding there is no family liability.”
Unifirm, which is controlled by Marina Mordashova and registered in Cyprus and currently holds 29.9 percent of the shares in Tui, should continue to have supervisory boards, vote at general meetings and collect dividends if they are paid again.
Just a few hours before the EU sanctions came into effect, Alexei Mordashov, head of the Russian steel group Serverstal, had reduced Unifirm’s Tui stake from 34 to 29.9 percent, handing over 4.01 percent to its own steel conglomerate.
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In the second step, he exchanged the shareholders behind Unifirm. In a mandatory statement, he named the Ondero letterbox company in the British Virgin Islands, whose owners remained anonymous until Friday. Because the resale was below the 30 percent share threshold, Ondero was able to save a mandatory offer compared to the other Tui shareholders.
Travel agencies announce Tui boycott
In a press release, Tui wrote that the Federal Ministry of Economics and Climate Protection would “initiate an examination procedure under the Foreign Trade and Payments Act against Ondero Limited with regard to the effectiveness of the reported transaction”. The ministry informed Tui that the transaction was “pending invalid” until the conclusion of this process and that the voting rights of Unifirm Limited may not be exercised.
“The authorities will check very carefully whether a change has not only superficially taken place and whether Ms. Mordashova is only acting as a straw woman, while control is actually still with the listed person,” explains sanctions expert Harings. He works as a lawyer in the business law firm GvW Graf von Westphalen. “However, if the actual circumstances do not support this assumption, it is legally acceptable,” he fears.
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In fact, the exam seems tricky. The Federal Financial Supervisory Authority BaFin, which controls securities trading in Germany, declared itself not responsible when asked by the Handelsblatt. The monitoring of sanctions is a matter for a task force at the Bundesbank in Frankfurt. However, the “Financial Sanctions Service Center” set up there left several inquiries from the Handelsblatt unanswered in this regard.
For Tui, Russian ownership is tricky for a number of reasons. On the one hand, the company is supported by the German state – and thus by the taxpayer – with a total of 4.3 billion euros. On the other hand, the first travel agencies announced a sales boycott against Tui in emails received by the Handelsblatt. Even the travel agency association VUSR, which usually maintains a critical distance from the travel group, felt compelled to issue a statement asking its members to exercise moderation.
Marina Mordashova now holds 29.9 percent of the shares in the travel group through Ondero Limited.
(Photo: dpa)
In a letter to the Handelsblatt, Mordashov himself had criticized the “bloodshed” in Ukraine, but avoided the words “war” or “Putin”. He himself had “absolutely nothing” to do with the tensions between the two countries, he explained, which is why he couldn’t understand the sanctions against himself.
According to a report by Business Standard and other online media, Marina Mordashova is the oligarch’s third wife. However, the deal could be reversed by her husband in the future if the situation changes. “A listing in an embargo regulation does not allow the permanent withdrawal of property rights,” explains sanctions expert Harings, “but only temporarily restricts the power of disposal.”
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