How the minority shareholders of Promsvyazbank managed to sell 20% of its shares on the eve of the renovation

Promsvyaz Capital bought shares from NPFs and immediately sold them to the bank itself.
05.02.2018
Vedomosti
Origin source
4 hours and 56 minutes - so much time was spent with Promsvyazbank, its minority shareholders and Promsvyaz Capital brothers Alexei and Dmitry Ananyev, so that on the eve of the bank's sanation to organize the purchase and sale of 20% of its shares. This follows from the claim of Promsvyazbank to the Moscow Arbitration Court, which is now under the management of the interim administration trying to challenge these transactions in court (Vedomosti read the document). The defendants are Promsvyaz Capital BV, three APFs are Future (part of Boris Mints's same name FG), Safmar and Doverie (part of Safmar pension group Mikhail Gutseriev), as well as three companies that manage these funds funds.

On December 15, the Central Bank announced the introduction of the temporary administration in Promsvyazbank and its subsequent transfer to sanation. On the eve, on December 14, three APFs sold 20.02% of the bank's shares. Promsvyazbank claims in a lawsuit that the situation that day developed as follows: from 17.58 to 18.56 Moscow time on December 14, the bank acting as a broker received seven orders from Promsvyaz Capital for the purchase of slightly more than 233.1 billion shares of the bank. At 18.13-18.49 Moscow time, the bank issued seven applications on the Moscow Stock Exchange and bought 222.9 billion shares (20.02%) by 16.51 billion rubles. Only the first five applications were executed.

The shares were sold by three companies managing the funds of the APF: Iji Capital Partners (Future), Management of Investments (Safmar and Doverie) and Ai Kew Ji Asset Management (Safmar). Transactions were held on the Moscow Stock Exchange at market prices in the bidding mode with "T + 2" settlements, that is, the money for the sold securities of the company was to be received in two business days - on December 18.

Similar to the collected package Promsvyaz Capital, owning 50.03% stake in Promsvyazbank, in the evening of the same day for the same amount sold to the bank itself. At 19.56 Moscow time on December 14, Promsvyazbank transferred 16.51 billion rubles to the account of Promsvyaz Capital in the Cyprus branch of the bank. And already at 22.54 this amount was credited to the brokerage account of Promsvyaz Capital, so that it could pay companies for securities.

In fact, Promsvyazbank's securities were bought for its own account, the lawsuit says, and the bank lost this money. Now the nominal value of 20% of the shares is only 15 kopecks, the bank writes, as its capital was written off to 1 ruble.

The Bank believes that all transactions were interrelated, requests that they be declared invalid and recover from the defendants 16.51 billion rubles. This was an interested party transaction and it was to be approved by the bank's board of directors, the suit said. But in any case, the bank did not have the right to buy more than 10% of its shares - it violated the ban on joint-stock companies to own large blocks of their own shares. Also, Promsvyazbank violated the Central Bank's instruction that it issued to its chairman Dmitry Ananyev on December 11: the regulator restricted the bank to the acquisition of its securities for more than 1 million rubles. per month.

Pension funds also carried out transactions on the Moscow stock exchange "solely for the purpose of creating the appearance of their legality", as transactions in exchange trades can not be challenged in accordance with the grounds provided for by the law on bankruptcy. But transactions on the Moscow Stock Exchange were conducted within a short period of time - no more than 16 seconds between the issuance of an instruction and its acceptance, and this may indicate that the transactions could have been agreed in advance and, in fact, were not anonymous, the bank wrote in the lawsuit.

Finally, the bank stresses that it was on December 14 in the press that there were data on the presence of Promsvyazbank's instructions of the Central Bank, which obliges to complete the reserves by more than 100 billion rubles.

"We do not agree with the claim, we will object in accordance with the procedure established by law," says Alexander Vaneev, who represents Promsvyaz Capital in court. "In addition, I will underline that all actions will be taken to protect the interests of Promsvyaz Capital B.V. creditors."

Representatives of all three NPFs deny the existence of malicious intent in the transactions. "On the morning of December 13, the Vedomosti newspaper published an article" The CBR requires PSB to add extra reserves ", which contained information that the sanation of Promsvyazbank will take place with a high probability," said the representative of the Future Fund. During the day the topic was developed in other media. Therefore, it was decided to sell all the shares of the bank, explains the representative of the NPF "Future". He claims that the UK put up for sale its entire package on the morning of December 14: "Bidding on the exchange is conducted in such a way that the company, having put forward an application for sale, is waiting for return bids for the purchase. As soon as such applications appear, the transaction takes place instantly. In our case, the application was only satisfied after a few hours. " A representative of the NPF "Future" says that in the course of trading on the exchange the seller could not know where and how the buyer took the money. The fund acted in the interests of the insured persons and it still does not understand what the essence of the claim may be to him, he concludes.

A representative of the Safmar pension group says that changes in the investment strategy of pension funds were adopted after the reorganization of Bank Otkrytie, a reduction in investments in shares in the banking sector. Against the backdrop of public negative information, the companies that manage the assets of NPF Safmar and NPF Doverie sold shares of Promsvyazbank on the Moscow Stock Exchange. This was done in the interests of the insured persons and in accordance with the logic of reducing the share of risky assets in APF portfolios in accordance with the requirements of the legislation and the Central Bank, the representative of the group said. He believes that an attempt to challenge exchange transactions in court will negatively affect the investment climate, since disputable transactions within the sanitized bank are associated with a market and legal transaction. "We will consistently defend the interests of future pensioners in court, which in case of recognition of transactions as invalid will lose part of their pension savings," concludes the representative of "Safmar".

If the facts set forth in the claim are proved and there are no other unknown circumstances, it turns out that the APFs managed to sell the shares to the majority shareholder of Promsvyazbank the day before the temporary administration entered. And he paid the bank money, Tertychny Agabalyan partner Ivan Tertychny said. This raises the question of why these transactions are disputed, and the purchase by the bank of the Trust of the shares of FC Otkryt from the NPF of the Otkritie group before the readjustment is not contested, he notes. On the reorganization, FC Otkritie was announced on August 29, and on the eve of the Trust three NPFs (electricity, NPF RGS and Lukoil-guarantor) bought a 13% stake in FC Otkritie through the Moscow Stock Exchange. "Those deals with the regulator's complaints did not cause, now other funds have repeated this practice and suddenly ran into the Central Bank's displeasure," says Sergei Belyakov, president of the Association of Non-State Pension Funds. However, the funds together with the "Discovery" and the "Trust" themselves were in the perimeter of the Consolidation Fund controlled by the Central Bank, and in fact, these operations - shifting losses from one structure to another within the group, then pointed out analysts.

Conducting the same contractual transactions on the exchange is not difficult, says one of the brokers. Transactions with shares of Promsvyazbank were few and it is extremely difficult to sell such a package in a short time, he continues. Two people, for example, could agree on the phone - one put up an application, the second immediately made a counter and the transaction was completed.

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