Seven large pension funds began preparations for merger

A large deal is being prepared in the pension market. It can include pension assets of VTB, the Rossium group and the O1 Group. The assessment was initiated by VTB, which may indicate the consolidation of non-state pension assets by the state bank, experts say.
Origin source
Information about the intentions of major players in the market of non-state pension insurance is shown on the website of VTB Bank. On June 8, he posted a report on the conclusion of a contract with the consulting company KPMG for the valuation of the market value of VTB shares, non-state pension funds of businessmen Boris Mints (NPF Future, Telecom-Union, Education and Social Development, de Jury are united in the financial group "Future" in the holding company O1 Group) and Roman Avdeev (APF "Soglasie" and OPK, are controlled by the concern "Rossium" and its management company "ICB-Capital"). The results of this assessment can be used in making managerial decisions when a bank acquires a stake in a consolidated APF and for the sake of IFRS reporting, VTB said.

The cost of work is 11 million rubles. The terms of rendering services are 40 days from the date of signing the contract.

The press service of VTB limited this comment: "VTB is evaluating the APF to analyze further opportunities for customer service." Elena Zhukovskaya - the official representative of the concern "Rossium" - declined to comment. The representative of O1 Group Lydia Grechina said that the group does not comment on the purchasing activities of VTB.

Transaction configuration

Details on the form in which potential merger of these APFs may occur are not included in the VTB procurement documentation. As the source of RBC in the pension market said, the deal will be of a non-monetary nature, it is being prepared in the form of an exchange of shares between pension funds. Conducting a transaction in this form can be an indication that the shareholders of the funds structure in this way any reciprocal obligations with each other and with VTB, suggests the director for corporate ratings "Expert RA" Pavel Mitrofanov.

According to Mitrofanov, the option of full consolidation of funds is unlikely to be considered, because the assets are very different. "We can assume that it is supposed to combine some shares to create a pension group. The motive for VTB to create such a group may be the desire to take the first place in the pension market, surpassing the Sberbank NPF, which is leading thanks to the active grid of the bank spread all over Russia, "Mitrofanov said.

Experts even the intention to conduct a potential deal were deemed significant for the market. "It is possible that the consolidation of pension assets in state-owned companies begins in a similar way to the processes occurring in the banking sector, where state-owned banks hold the leading positions," said Alexander Losev, General Director of the Sputnik-Capital Management Company. According to the survey of the banking sector of the Central Bank for May, as of June 1, 55.5% of the total banking sector assets accounted for the first five banks by assets (which was formed by state and quasi-banks).

Valuation of funds

Losev paid particular attention to the way the evaluation of the listed funds will be carried out. In his view, the involvement of a consultant of this level in asset valuation means a transition to a healthy consolidation of the industry: "If previously pension assets were valued by the parties to the transaction using their own methods, now an international consulting company is engaged in this."

It is impossible to assume at this stage what the amount of the transaction can be. In general, as the general director of Pension Partner Sergei Okolesnov points out, the value of the pension fund is calculated as the sum of assets under management and own funds, taken with a certain coefficient. "Its value depends on the quality of assets, their liquidity, the state of the portfolio of pension reserves, etc.," he explains. It should also be taken into account that pension reserves are still funds of natural persons and companies in legal nature and they go with a serious discount when assessing the value of APF, said Yury Nogin, director of the group of financial institutions ratings.

Now the average coefficient on the market is 10%, says Losev. According to Yuri Nogin, the fair ratio is 15%. If the deal is below this multiplier, then we can say that it is made at a discount, Nogin emphasizes. "There is no new pension income to the pension system, except for the results of the transition campaign and investment income. At the same time, funds have to maintain offices, an agent network, manage risks, "he said.

According to the quarterly report of FG "Future", whose shares are quoted on the exchange, the company's value at the end of the first quarter of 2017 was 61.6 billion rubles. "It's difficult to say how much the company's capitalization is on the exchange, it's real," Nogin said. We must understand that the deal was conducted among a limited number of investors, the volume of transactions on the stock exchange with these shares is very small, he notes. A source close to the pension market does not exclude the possibility that the fund can be assessed for a transaction below.

Assets of pension funds of the financial group "Future" are 335 billion rubles, and the number of clients reaches 5.2 million people, the company's website says. The assets of the OPK and Soglasie funds are 75 billion rubles, and the number of clients is 1.2 million. The assets of APF "VTB" - 140 billion rubles., And the number of customers - 1.6 million customers.

According to "Expert RA" estimates, the VTB deal with assets of up to 50 billion rubles. Will not have any noticeable impact on the capital adequacy ratio of VTB, even taking into account the payment of dividends for them in 2016, said the head of the validation department of the rating agency "Expert RA" Stanislav Volkov.

Old links

Roman Avdeev, Boris Mintz and top management of VTB are long-standing business partners.

Until mid-2013, Boris Mintz was the owner of an 11.1% stake in Bank Otkritie. In 2008, VTB issued a loan to Rusenergo Fund Limited for 64.3 billion rubles, secured by a 10% stake in the "Discovery". In February 2015, VTB acquired a 10% stake in Bank Otkritie.

As for Roman Avdeev, his loan bank MBC opened a credit line FG "Future". The size of the loan at the time of its issuance was 1.6 billion rubles., Said in the quarterly report of FG "Future".

In October 2016 FG "Future" held an IPO, organized by "VTB Capital". However, then VTB Capital warned investors that the IPO carries increased risks. The organizer pointed to the risk associated with the withdrawal of the pledge from shares belonging to a group of funds. The volume of the pledged property of NPF investment bank was estimated at 63 billion rubles.

The largest transactions in the pension market

In December 2014, O1 Group, Boris Mintz, bought the NPF "Welfare of the OPS". The value of the pension accumulations of the fund at the time of the transaction was 117 billion rubles. As a result of the transaction, the amount of pension savings managed by the funds included in the O1 Group amounted to 154.6 billion rubles. The number of insured persons reached 2.8 million people.

In March 2016 NPF "Blagosostoyanie OPS" acquired the "Stalfond" fund, as a result of the merger NPF "Future" appeared, the total portfolio of pension savings of which amounted to over 220 billion rubles. From almost 3.5 million people. In March 2016, Uralsib Fund joined the Future Fund, the amount of pension savings after the merger amounted to about 230 billion rubles. In July 2016, O1 Group, Boris Mintsa, also announced the acquisition of NPF "Education". Taking into account the transaction, the amount of pension savings managed by funds included in the O1 Group amounted to 242 billion rubles, and the number of insured persons - 4 million people. In November 2016, the Fund "Our Future" also joined the Non-profit Partnership "Future", the amount of pension savings after the merger amounted to about 260 billion rubles.

In August 2016 NPF "Safmar" acquired 100% of the shares of the non-state pension fund "European pension fund" (cost of assets - about 137.2 billion rubles.), NPF Regionfurd (asset value - about 16.5 billion rubles.) And APF " Education and Science "(the value of assets is about 4.5 billion rubles). As a result, as of the end of 2016, the assets of the NPF "Safmar" amounted to 213.4 billion rubles.

In 2015, NPF Gazfond sold KIT Finance Pension Administrator its 100% subsidiary, NPF Gazfond pension savings. In August 2016, the largest M & A transaction started on the pension market: "KIT Finance Pension Administrator" launched the process of consolidation of four controlled APFs. Thus, on the basis of "Gazfond Pension Accumulation", the creation of NPFs for more than 370 billion rubles began. (As of August 2016).