Baring Vostok is a difficult case

The controversial stake was worth $ 4.4 million.
The stock price of the Luxembourg-based IFTG is a key issue in the Baring Vostok high-profile case, in which six people were arrested, including investment fund founder Michael Calvey. Bank Vostochny, at that time controlled by Baring Vostok, accepted this package as a compensation for a loan of 2.5 billion rubles issued to the First Collection Bureau, also owned by the fund. The minority (4.82%) shareholder of Vostochny Sherzod Yusupov considered the replacement to be unequal and appealed to the FSB. The investigation estimated the fair value of the package at 600,000 rubles, and the Investigative Committee (TFR) opened a fraud case. Calvi estimated shares at 3 billion rubles. and offered to establish the truth by selling shares. As a result, the investigation ordered a new examination.

She estimated the controversial package at $ 4.4 million, or 260 million rubles, a person close to Vostochny told Vedomosti, and confirmed a person who knows the conclusions of the examination.

At the same time, the market value of the package exceeds 4 billion rubles, the interlocutor of Vedomosti retells the conclusions of the examination: the fundamental value of assets owned by IFTG is 4.2 billion rubles. ($ 71.3 million). Both amounts with reference to the examination report were provided by Forbes. The IFTG portfolio is more than 4 billion rubles, a person close to the bank confirms, but this does not matter for a criminal case, he insists.

The difference between the market and fair value of the package is caused by one paragraph of the IFTG charter, which appeared three months before the compensation: the rights of owners of Class C and D shares - these shares were received by Vostochny - to receive dividends and property upon liquidation were limited by the amount of the initial investment in capital company. Class C and D shares were bought by the Cypriot company Balakus for $ 4.4 million before their transfer to Vostochny ($ 3500 was allocated to the authorized capital of IFTG, the rest - share premium) - this is what the evaluator interprets as the fair value of the shares, taking into account the restrictions that acted at the time of the transaction, said the interlocutor of Vedomosti.

The charter was changed and the restriction on payments to shareholders was lifted in August 2018.

“Those documents in which 600,000 rubles appear, and a report where the damage is 2.6 billion rubles, seem strange. The explanation for this figure is 600,000 rubles. - lies in the fact that in the old charter of the company [IFTG] there was a technical error that limited some rights of shareholders. As far as I know, no one paid attention to this technical error before, but this situation was corrected during the transaction. ” On trial February 16, 2019 Michael Calvey, international investor

Nevertheless, the examination gave a fair value of the package based on the price paid by Balakus, and taking into account the restrictions at the time of the transaction with the bank, confirms the second interlocutor of Vedomosti: the restrictions in the charter at the time of the transaction did not affect the value of the assets themselves, but affected payments to shareholders.

Vostochny (the bank was granted victim status in the case) is not going to dispute the examination. “A new evaluation of the IFTG package confirms previous examinations, opinions of international lawyers and the opinion of the Big Four auditors, and information about the allegedly multi-billion-dollar value of IFTG shares owned by the bank is untrue,” said a representative of Vostochny. He declined to comment on the amount of the assessment.

An incorrect wording in the IFTG charter, which was ambiguous and was eliminated long before the criminal case was initiated, was caused by a technical error by Luxembourg lawyers administering the IFTG, said a Baring Vostok spokesperson: “This is a made-up pretext that has no role in the fundamental assessment of the asset. There were no legal grounds for initiating a criminal case and the arrest of fund employees. ”

“You need to be very naive to believe that a fund that specializes in transactions with shares of private companies made a mistake in the main transaction document in the deal for 2.5 billion rubles, allegedly overlooking the restrictions in the charter,” says Yusupov. - As we now understand, restrictions were introduced by a separate decision two months before the transfer of shares of IFTG to the bank. The hustle and bustle of replacing restrictions was launched in August 2018 by fund managers who were frightened by the revelations after the first inquiries from law enforcement agencies. ” The Ministry of Internal Affairs checked transactions with IFTG shares in the summer of 2018, but the verification of the initiation of proceedings did not end, RBC wrote and confirmed by Vedomosti interlocutors close to the bank and shareholders.

“The bank did not receive the companies themselves on the balance sheet, but shares that have their own value, so the investigation should only be interested in the value of the [IFTG] shares as an asset,” says Nikolai Kolenchuk, partner at FMG Group.

The request to the TFR remained unanswered.