The Federal Antimonopoly Service (FAS) has filed a lawsuit with a request to invalidate the transaction made three years ago by the Otkritie Holding holding from Lukoil of a 100% stake in Arkhangelskgeoldobycha (AGD) for $ 1.45 billion. This is stated on the agency’s website ( there is no lawsuit in the card file yet). The buyer of the diamond mining company was the "daughter" of the holding - "Opening Industrial Investments." This company and Lukoil are the defendants in the lawsuit, the FAS representative said.
AGD is a large diamond producer, included in the list of enterprises of strategic importance for the defense and security of the country.
The purchase of AGD aroused suspicion from the Central Bank during the reorganization of Otkritie Bank: the transaction amount more than doubled the value of the enterprise, the FAS said. The Central Bank will act on the claim of the FAS by a third party, its representative said.
In addition, the FAS revealed that the transaction was in violation of the law on foreign investment in strategically important enterprises. The fact is that in 2017, even before the Otkritie reorganization, the transaction was approved by the government commission on foreign investments, but the buyer, the FAS writes, did not provide information on the possession of the citizenship of another state by a number of beneficiaries of the Otkritie Holding. This led to the fact that foreign investors established control over the Russian strategic enterprise. What beneficiaries are in question, the FAS report did not specify. Beneficiary data - personal data, as well as information on citizenship, says the representative of the department: until the judicial acts are passed, the FAS cannot disclose them.
In April 2017, when the deal between Lukoil and Otkritie Holding was approved, its largest beneficiaries were Vadim Belyaev (28.6%), Leonid Fedun and Vagit Alekperov (19.9%), VTB (9.99% ), Ruben Aganbegyan (7.9%), NPF Lukoil Garant (7%) and Alexander Mamut (6.67%).
The purchase of AGD was financed by banks. Among the creditors was the Otkrytie holding company, but VTB provided the bulk of the funds for the deal. The loan amount was not disclosed, but, in addition to guarantees to the bank in the amount of $ 2.5 billion, VTB incorporated all the companies involved in the transaction, Kommersant wrote.
Otkritie Holding paid a rather high price for AGD, Vedomosti experts said in 2017: for an AGD transaction, it was estimated at 5-6 EBITDA multiplier (based on the EBITDA forecast after reaching full capacity), and the level of world leader Alrosa "(Production in 2015 - 38.3 million carats) - 4 EBITDA, the example was given by Nikolai Sosnovsky, director for metallurgy and mining at Prosperity Capital Management.
Since the opening of the transaction, Otkritie Holding has not serviced the debt to Otkritie and Trust Bank, the representative of the regulator says: contesting the transaction will allow recovering funds for partial repayment of debt to creditors, including reducing the costs that the state incurred in reorganizing the group Opening".
The final amount for the purchase of AGD turned out to be higher and amounts to $ 1.6 billion. The amount of $ 1.6 billion was formed as follows, a representative of Trust said: in addition to buying shares for $ 1.05 billion, AGD debt to Lukoil in the amount of $ 400 million was repaid and a trading company was acquired for $ 170 million. The AGD market price at the time of the transaction, according to the Trust, is no more than $ 700 million. The bank does not comment on the trial.
Since VTB is not a party to the lawsuit, the bank is not familiar with the document and its details, says a bank representative. Nevertheless, the lawsuit could potentially affect VTB’s rights, so the bank will monitor the development of the situation and “take all measures prescribed by law to protect its interests”.
Vedomosti sent inquiries to Otkritie Holding, the Central Bank and Lukoil.
What happens to Otkritie Holding
Otkritie Holding is preparing for bankruptcy. He has no opportunity to pay off creditors, it follows from his bankruptcy petition. The court instituted proceedings at the request of the holding a month after - in March. The trust bank of non-core assets also fights for control over the bankruptcy procedure, where the Central Bank has collected the troubled and non-core assets of the three largest banks to be rehabilitated - Otkrytie, Binbank and Promsvyazbank. The bank appealed the court decision to accept the statement “Opening of the holding”. It was to Trust that the holding's debt to Otkritie Bank passed - 450 billion rubles, or 86% of its debt. Other holding lenders include VTB, Power Resources LLC (owned by the holding, liquidated), Open Investments (controlled by Otkritie Ltd, also in liquidation), Pension Capital and Kama Cardboard (owned by Otkritie Bank) .
In April, Otkritie Holding defaulted on bonds, failing to pay a coupon of 22.5 billion rubles, as stated in its statement, due to a lack of funds for settlement with creditors.
In its heyday, Otkritie almost became Russia's largest private financial group with assets of 4–5 trillion rubles: Belyaev agreed with the owner of Rosgosstrakh, the troubled company, Danil Khachaturov, to purchase an insurer in exchange for a 10% holding. Rosgosstrakh went to Otkritie Bank. But in August 2017, the holding lost its key asset - Otkritie Bank: it was taken by the Central Bank for reorganization. After that, the company paid off debts to creditors, said a representative of the holding. Now Otkritie Holding has transferred almost all of its assets to creditors, but this was not enough to fulfill all obligations, therefore the holding filed for bankruptcy.