The settlement agreement, the shareholders of Vostochny, whose conflict has lasted for 1.5 years, was signed back in September 2018 - shortly after the Central Bank completed a bank check. The agreement was drawn up according to English law and signed by representatives of Evison (structure Baring Vostok, then owned 51.6% of Vostochny shares) and Finvizhn Artem Avetisyan (32%). The founder of Baring Vostok, Michael Calvi and Avetisyan, assured this agreement. “Vedomosti” got acquainted with the copy of the document, its authenticity was confirmed by the representative of Baring Vostok.
After checking the Central Bank, it became clear that in order to avoid a reorganization of Vostochny, capital investments are necessary, says a spokesman for Baring Vostok. It was necessary to show the regulator that there is a plan to which both parties agree, he explains. “Finvizhn” went to an agreement to protect the bank from unnecessary media attention during the Central Bank audit, said a company spokesman: in September, Baring Vostok dismissed Vostochny's board of directors Vyacheslav Arutyunyan through court and for the first time openly involved the bank in the conflict.
What the shareholders agreed on
Having signed the agreement, Finvizhn and Evison agreed on a plan of action for the next 90 days, follows from the document. They agreed on the price of new shares in 1 kopecks. and an additional issue of 5 billion rubles. until the end of the year - the parties bought out at 2.5 billion rubles. each, said in the agreement.
At the same time, the shareholders agreed on the fate of the option package of a 9.99% stake in the bank, around which the conflict is still going on - the parties signed a contract back in 2016, according to it, Evison pledged to sell 9.99% of shares for 750 million rub. The agreement states that the controversial shares, it was decided to put on an escrow account in Sberbank or VTB with the suspension of voting rights on them. The board of directors of the bank was supposed to include four people from each side and one independent director.
Evison would remain the owner of the option shares until it decides to sell its stake to a third party. “Finvizhn” in this case, under the mechanism of drag-along right (the right to demand the sale of shares), pledged to sell its share in proportion to the number of securities sold by Evison, a Baring representative explains.
19.6 billion rubles.
such reserves were demanded by the Central Bank from Vostochny Bank following a planned comprehensive audit, which was completed on August 30, 2018, the Central Bank wrote in the final part of the audit report that it could have grounds for taking measures to prevent the bankruptcy of Vostochny and entering it interim administration. And the “critical level of credit risk” of “Vostochny” is largely due to the fact that there was no control over the quality of assets during the merger of the Uniastrum bank controlled by Avetisyan, the Central Bank pointed out
The mechanism works like this: if a shareholder wants to sell shares to a third party, he may require another shareholder to join the transaction and sell his shares to the same buyer on similar terms, says TA Tertichny, TA Legal Consulting partner: “This condition includes that the majority shareholder could sell the business at the maximum price - the closer the stake to 100%, the higher the price per share. ”
Under the terms of the agreement, the entire bank would have to be valued at no less than 26 billion rubles, and from 2022 the price would increase by 10%, follows from the document. With the sale of securities, an escrow agent would have transferred Evison 750 million rubles, and all the funds in excess of this amount would have been received by Finvizn, it is said there. In the case of a transaction, 9.99% would have cost 2.6 billion rubles, Finvision could receive almost 3.5 times more than the option, explains a spokesman for Baring Vostok. There were no buyers for Evison then, he adds, this part was framed in the hope that the state of the bank would improve and in a few years there would be buyers.
Not everything goes according to plan.
At first, the agreement was carried out: in September, the board of directors of the bank approved an additional issue of 5 billion rubles, and in October, shareholders formed parity on the board of directors. But at the beginning of November, when it was necessary to sign documents on the additional issue and transfer shares to the escrow account, Finvizhn did not do this, the Baring representative complains: “The agreement is not legally binding. We could not coordinate the binding documents with the other party when the time came. ” But the additional issue was needed by the bank, so Evison offered to enter into another agreement: according to it, FVision was obliged not to hinder the additional issue of the bank, and if she could not participate in it, Evison received the right to fully repurchase the shares.
The agreement violated Evison when it forced Finvizhn to sign the second agreement, its representative objects. The fund also upset the deals with which Finvision was going to attract liquidity to participate in the issue, he says.
The second agreement was also not fulfilled - the additional issue of Vostochny never took place. At first she was postponed; in June, according to the application of “Finvizhn”, the court banned the bank from placing shares, and the company received an optional 9.99% stake.