Before the rehabilitation of Otkritie, its shares had been bought by Trust Bank for 40 billion rubles

Those who have not redeemed the shares, won't get the money, the Central Bank explained.
Strange deals on the Moscow stock exchange with the shares of FC "Otkrytie" on the eve of the introduction of the temporary administration - someone paid about 40 billion rubles. for 13% of the shares is obviously a troubled bank - conducted close to it structures, found "Vedomosti." On the introduction of the temporary administration in FC Otkritie and its subsequent transfer to the Fund for the Consolidation of the Banking Sector, the Central Bank announced on August 29, and before that several major transactions with the bank's shares took place at the exchange. The latter - almost 14 billion rubles. - concluded on August 28.

The buyer was the bank "Trust" sanated by the "Discovery", follows from the information disclosed by the bank, and the sellers - three pension funds, which together with the bank went to the Consolidation Fund, were told by two people close to the "Discovery". Transactions on the exchange took place in August, before the decision of the Central Bank to reorganize the bank, stressed one of them. The shares of FC Otkritie were sold to NPF RGS (owned 4.97% of the bank's shares), NPF of the electric power industry (4.86%) and Lukoil-guarantor (2.99%), another specified. The representative of the Central Bank confirmed to Vedomosti that Trust had bought 13.07% of FC Otkrenty shares from these APFs in several receptions at the end of August, as well as from RGS Bank (together with Rosgosstrakh it was transferred to the Consolidation Fund).

These were very successful transactions for the funds: 13.07% of FC Otkritie could manage the Trust in 40.17 billion rubles. (calculations on weighted average prices of the exchange on the day of the transaction). "Trust" began to receive shares of FC August 21 (0.86%), follows from the data provided by the regulator. The next day, 4.96% were added to them, and on August 23, another 2.04%. The last transaction before the beginning of the rehabilitation was completed on August 28, then "Trust" received 0.25%. After that, on August 30, the bank got 4.97% - so he collected the package at 13.07%, followed by the Central Bank.

However, as follows from the data of the Moscow Stock Exchange, transactions with the shares of the "Discovery" were made by settlements in two days (T + 2), that is, the last deal was concluded on August 28 - not the next day, but on the eve of the readjustment.

Such deals are surprising and should at least cause questions from the regulator, as the parties are connected, says Alexander Losev, CEO of the Sputnik-Capital Management Company: "A market transaction can only be called a deal, the participants of which are not connected, but in this case the parties were a certain dependence and therefore the fair value of shares must be justified. "

The representative of the Central Bank did not respond to the purpose of these transactions, whether they agreed with the regulator (it is necessary when buying the shares of another bank by the bank being sanitized by the bank and more than 10% by any person), whether they arouse suspicion and whether it plans to check.

The funds could just sell the shares to the Trust, and they might have known that temporary administration would be introduced into FC Opening, Tertychny Agabalyan partner Ivan Tertychny said: "Perhaps these transactions were conducted in preparation for the reorganization, when assets were being transferred. This corresponds to the statements that the shareholders of the group conducted consultations with the regulator. "

"It seems that the Central Bank decided to postpone the losses on the shares of FC Otkritie from pension funds to Trust: as a result of these transactions, NPF clients avoid losses during the recapitalization of FC Otkritie, and the hole in the Trust is increasing - its role of a bad bank remains unchanged and after the transfer to the control of the Central Bank, "argues analyst" VTB Capital "Mikhail Shlemov.
Most likely, the Central Bank solved the technical problem of concentrating the hole in one place, agrees Fitch analyst Alexander Danilov. On October 1, the capital of the Trust was minus 157.9 billion rubles.

Close the hole in the bank is technically simpler - the mechanism for its readjustment is prescribed, Pavel Mitrofanov, Managing Director for Corporate Ratings, Expert RA, points out, and investing money in NPFs is more difficult from the legal point of view, since there is no mechanism for sanitation. According to him, if there is a hole, it will hit the profitability of the funds and millions of customers will be unhappy. "Problems in a large group of funds can affect both the reputation of the regulator and the pension system as a whole," he concludes.

Representatives of the NPF Lukoil-guarantor and NPF of the electric power industry did not discuss the deal, since they do not disclose the investment policy. Requests to NPF RGS and FC Opening were unanswered.

"Trust" said that he became the owner of these securities, only in mid-September: the bank disclosed that since August 30 owns 12.35% stake in FC. To explain the difference of 0.7% none of the parties could not.

On August 17, following the auction, shares of FC Otkritie were worth 1565 rubles. By August 30, the paper had fallen in price to 1296 rubles. For September, its price fell by 17.7% to 1029 rubles. On Friday, October 13, the shares of FC Otkritie were worth 884 rubles. "It is clear that they saved pension funds from losses," says the former senior head of the Central Bank. "But there are questions." For example, whether there were negotiations between the Central Bank and participants in these transactions, whether they knew about the planned supervisory action. With this the regulator should understand. "

A little "discovery" Left to the "future"

Soon all shareholders of FC Otkritie can completely lose their investments in the bank's securities. The Central Bank warned that if the bank's capital turns out to be negative, it will be reduced to 1 ruble. and the subsequent additional emission, which the Fund of consolidation will buy out, will dilute the shares of current shareholders. Last week, FC Otkritie reported that in a month its capital fell by 347 billion rubles. and became negative - minus 188.9 billion rubles.

Therefore, the repurchase of the bank's shares on the eve of the introduction of the provisional administration aroused outrage among its other shareholders. They want their shares to be redeemed, too, and not written off.

APF "Future", which owns about 4% of the shares of FC Otkritie, sent a complaint to the Central Bank ("Vedomosti" got acquainted with the text) on "illegal actions" of the Trust. After Trust acquired 13% of FC Otkritie, it (taking into account the papers belonging to its affiliated persons) became the owner of 75% of the bank's shares and, accordingly, had to send a public offer to other shareholders of FC Otkritie about the acquisition from them securities of the bank, APF "Future" approves. But in the 35-day period established by the law (expired on October 4), "Trust" did not send a mandatory proposal to APF "Future", the foundation writes.

"The future" asks the Central Bank to send the "Trust" an order to eliminate the violation and make an offer. The Future also notes that Trust had to disclose that it had acquired shares of FC Opening, no later than one day from the date of acquisition.

Representative of APF "Future" confirmed the direction to the Central Bank of such a complaint, refusing other comments. The representative of the Trust did not answer the questions.

It was not necessary to make an offer, the representative of the Central Bank objected. According to the regulator's version, on August 28, Trust and its affiliates became owners of 74.5% of FC Otkritie's shares - a 75% threshold was not exceeded, and the obligation to send a public offer to the other shareholders did not arise. The next day, August 29, in the "Opening" was introduced temporary administration - and buying the latest 4.97% appeared in a different light. Trust and its affiliates did indeed own more than 75% of FC Otkritie's shares, but it happened on August 30 and the deal was made between already affiliated persons, and this also does not entail the obligation to send a public offer to the other shareholders, the CB representative summarizes.

How to interpret the fact that the deal was concluded on August 28, when the affiliation was not yet, the regulator did not say.

Who and how it became affiliated as a result of the introduction of the provisional administration, the representatives of the regulator and other participants in this story did not explain. Now the "Trust" and all three funds are affiliated. This happened on August 28 with NPF RGS, with Lukoil-guarantor - August 29, with NPF of electric power industry - on September 8. And RGS Bank, which was mentioned by the representative of the Central Bank, became affiliated on August 25.

"The sale of shares from one affiliate to another does not really require the supply of an offer to other shareholders, but the question is whether to send an offer if the seller and the buyer were not affiliated at the time of the transaction but became affiliated on the same day or the next day," Tertiary.

Discussing a possible conflict of interest with the Central Bank, as a mega-regulator and megasenerator, in this situation, none of the respondents did not dare.