The initiative group, which collected more than a quarter of the Eurobond issue for $ 545 million Russian Standard Ltd. Rustam Tariko, said that the shareholders of the bank "Russian Standard" without their permission voted at the annual meeting of 49% of the shares. This package served as collateral for Eurobonds, which defaulted in the autumn of 2017 - after investors rejected the offer to redeem securities at 20-25% of par value, 49% of the bank's shares could be voted with the approval of Russian Standard creditors.
To do this, the owners of the pledged shares should apply to the trust, which, according to the results of the voting of the bondholders, would notify them whether they approve the voting proposed by the shareholders.
The bank's shareholders who provided the collateral - "Russian Standard" and "Russian Standard-Invest" company - did it too late, the initiative group is sure: they sent a notification of trust on June 18. Trust only informed investors only on June 27, two days before the annual shareholders meeting of the bank. This time it was not enough for the bondholders to use their right to give instructions to the shareholders of the bank, the statement said. The pledgers acted in bad faith, the initiative group is sure: they knew about holding the shareholders' meeting before June 18. The announcement that the meeting of shareholders of the bank "Russian Standard" will be held on June 29, was published on the NRM website on June 9.
The pledgers acted in accordance with the bond documents and sent the necessary notification in advance, Rustam Tariko, representative of Roust Holding, retorts: "There was no delay [in the application process]." Moreover, the consent of the trust is not a prerequisite for voting by pledged shares on standard items of the agenda of the shareholders' meeting, he emphasizes.
Actions of shareholders of the bank do not take into account the interests of bondholders, follows from the statement of the initiative group, which wanted to include its independent director in the bank's board of directors. He could monitor the state of affairs in the "Russian Standard" and inform the trust about any actions of the board of directors that clearly infringe the interests of bondholders. However, this proposal was rejected, the statement said.
Creditors could hardly influence the results of the shareholders meeting of the bank, 100% of which is controlled by Tariko. For a quorum at an annual meeting, a simple majority is enough, Tertychny Agabalyan's partner Ivan Tertychny says, so the shareholders of Russian Standard could simply vote 51% unopened on bonds. "By submitting a statement of trust, shareholders probably sought to comply with corporate procedures and conditions for issuing Eurobonds, which were once restructured," he argues.
The initiative group did not directly address the shareholders of the "Russian Standard", said a representative of Roust. "The bank's shareholders are satisfied with the current composition of the board of directors," he adds.