CL-2022-000456 - [2025] EWHC 1938 (Comm)

Fecha: 31-Jul-2025

II: The Claimants [11]-[17]

II: The Claimants [11]-[17]

11.

The EuroChem group was founded by Mr Melnichenko in Russia in 2001. Since its foundation, the group has grown considerably and is now one of the largest fertiliser manufacturers in the world. Most of its manufacturing and production continues to take place in Russia. However, it has interests in many countries around the world. Some are in the EU; in particular, there are fertiliser production plants in Belgium and in Lithuania.

12.

EuroChem NW2 is a single-purpose company, incorporated in Russia. Its purpose is the construction and commissioning of the new fertiliser plant at Kingisepp.

13.

EuroChem NW2’s immediate owner is MCC EuroChem JSC (“MCC EuroChem”), a Russian company, which holds all the shares in EuroChem NW2. In turn, all the shares in MCC EuroChem are owned by EuroChem AG, which is incorporated in Switzerland. EuroChem AG therefore is the indirect owner of EuroChem NW2.

14.

Appendix 1 to this judgment is a structure chart showing what I understand to be the current ownership structure, so far as concerns EuroChem NW2 and EuroChem AG. I discuss this in more detail below, but the structure above EuroChem AG is as follows:

(1)

100% of the shares in EuroChem AG are owned by AIM Capital Limited (“AIM Capital”), a Cypriot company. The name of this company matches the initial letters of Mr Melnichenko’s full name.

(2)

99.38% of the shares in AIM Capital are owned by Linea (CY) Limited, a Cypriot company. The remaining shares (2,000 preference shares) are held by Mrs Melnichenko, and have been frozen since she was sanctioned by the EU on 3 June 2022.

(3)

75.1% of Linea (CY) Limited is owned by the Firstline Trust. The remainder of the shares in Linea (CY) Limited are owned by Mrs Melnichenko, and have also been frozen from 3 June 2022.

(4)

The Firstline Trust is a discretionary trust, which currently has one discretionary beneficiary – Mrs Melnichenko. Until March 2022 (the precise date is controversial), the sole discretionary beneficiary was Mr Melnichenko.

(5)

The trustee of the Firstline Trust is Linetrust PTC Limited (“Linetrust PTC”), a Cypriot company. The protector of the Firstline Trust is Mr Andrei Fokin.

(6)

Linetrust PTC is owned by Lineboro (“Lineboro Trust”), a purpose trust.

(7)

The trustee of the Lineboro Trust is Alfo Trustees Limited, a Cypriot company.

15.

It is important that the structure above EuroChem AG involves a number of trusts – above all, the Firstline Trust; and that immediately below EuroChem AG is MCC EuroChem.

16.

It is also important that, although not shown on Appendix 1, EuroChem AG’s subsidiaries are not limited to MCC EuroChem and EuroChem NW2. EuroChem AG is the direct or indirect owner of all the other EuroChem group companies. It has several important subsidiaries in the EU, notably those relating to the plants in Belgium and in Lithuania, as well as a subsidiary incorporated in France (“EuroChem Agro France”) and a subsidiary incorporated in Italy (“EuroChem Agro Italy”).

17.

Through MCC EuroChem, it owns various business group interests in Russia, where the bulk of the group’s existing manufacturing capacity resides. It also owns the group trading companies, which are incorporated and headquartered in the UAE. There are further subsidiaries in other countries and regions.