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

While I do not know the details, it seems that, at some point in 2006, Mr Melnichenko transferred all his EuroChem and SUEK assets into a private trust in Bermuda – the Firstline Trust.

I have no direct evidence as to when AIM Capital entered the ownership structure. However, I have seen a certificate stating that it was incorporated on 22 September 2010. I assume that it became the owner of EuroChem AG and SUEK AG on or around that date, and that the shares in AIM Capital were from that point held by the Firstline Trust.

In 2015, the original Firstline Trust was dissolved. A new trust was established, also in Bermuda and also called the Firstline Trust, but this time a discretionary trust, subject to the law of Bermuda. The new Firstline Trust was administered by Linetrust PTC (which at that time was incorporated in Bermuda), pursuant to a Declaration of Trust dated 24 September 2015. The Declaration of Trust acknowledged the receipt on that date of US$100, but noted that further assets might subsequently be transferred in. Although I was given no direct evidence of this, it seems that, at some point, this happened to all the assets previously held by the original Firstline Trust.

Under the terms of the Declaration of Trust, Mr Melnichenko was the sole discretionary beneficiary, being the sole named First Beneficiary; in the event of his death or resignation, Mrs Melnichenko would automatically become the sole discretionary beneficiary, being named as Secondary Beneficiary. The trustees (i.e., Linetrust PTC) could only add or remove a beneficiary with the consent of the protector, and the protector had the power to remove trustees and to appoint a new protector. There was no protector so long as Mr Melnichenko remained First Beneficiary; in the event of Mrs Melnichenko succeeding him, she would automatically become the protector.

On 20 October 2015, the Lineboro Trust was constituted. At this point, the trustee was a Bermudian company called Meritus Trust Company Limited (“Meritus”), and Mr Melnichenko was the appointor. The purposes of the Lineboro Trust relate to the administration of Linetrust PTC.

In December 2017, Linetrust PTC was discontinued as a company in Bermuda, and registered as a company continuing in Cyprus. Shortly after this, on 18 January 2018, Linea was incorporated in Cyprus. I assume that the shares in Linea were then transferred into the Firstline Trust, with Linea simultaneously receiving from the Trust the shares in AIM Capital.

On the basis set out above, I take it that, from about 2018, the structure above EuroChem AG was broadly as shown in Appendix 1.