VTB lost control of Post Bank

The emergence of a shareholder with two shares equalized the rights of the state bank and the "Post of Russia".
The "Post Bank" Dmitry Rudenko at the end of last year became its shareholder. From the documents of the bank it follows that on December 28 he bought two shares of "Bank Post" from the VTB group, which previously owned 50% plus 1 share. Now VTB and the "Post of Russia" own the bank on a parity basis - they have 50% minus 1 share.

Shareholders agreed on such a tenure scheme based on the results of two years of work, Rudenko said in an interview with Vedomosti and assured that they are all also interested in the "Bank Post" project. He says he will represent the side of "Post Bank" among his shareholders. For how much he bought two shares, Rudenko did not disclose. There are no additional contracts and conditions in the transaction, Rudenko will be independent in voting, a representative of the "Post Bank" said.

When in 2015-2016 years. was created "Post Bank", the parties did not say that VTB will lose control over it after some time. "We asked and received a formally controlling interest, it is important for us to consolidate our banking activities within the group. We agreed that on all major issues we absolutely equal partners and all the key tasks are solved jointly, "VTB President Andrei Kostin said in the fall of 2015. Asked about the reasons for VTB's refusal to control, the representative said that the shareholders agreed on parity, and a representative of the "Post of Russia" only reminded that the share of "Pochta" remained the same.

Dmitry Rudenko

President-Chairman of the Board of "Bank Post"

We are different from the classic bank, which often works on the principle of "came for a loan, got it - and go"

The idea was discussed that in future VTB can transfer its share to "Post Bank" to someone else, say a person familiar with the top managers of both shareholders, as well as the state banker and one of the federal officials. But the representative of VTB assures that the group does not plan to leave the capital "Bank Post".

After the transfer of shares in Rudenko, Post of Russia will have more opportunities to influence decision-making than if VTB retained control, believes FBK partner Alexander Ermolenko. This is a compromise solution, he explains: on the one hand, the minority shareholder who bought out two shares is a "VTB man", and on the other hand, it is better for the "Post of Russia" than if the control was entirely with the group. "In my opinion, the parity ownership of the bank is reasonable: although VTB knows the intricacies of the banking business, the infrastructure belongs to the" Post ", and it is difficult to say whose contribution is greater here," he continues.

Rudenko can influence decision-making, but only in situations where shareholders can not agree, Yermolenko points out, perhaps for this reason a minority shareholder emerged. "And from this point of view, it does not matter which side it will take, because for the company it sometimes does not matter - go to the right or left, the main thing is to go," he concluded.

An employee of one of the banking associations believes that, perhaps, VTB had a need to get rid of control due to future sanctions: the so-called Kremlin report the US Treasury plans to submit to the Congress by January 29.

When adding to the sanction list, the "50% rule" applies, according to which the same restrictions are automatically applied to the subsidiary company as to the parent structure, says Alan Kartashkin, managing partner of the Debevoise and Plimpton LLP Moscow office. However, OFAC (Department of the US Treasury Department for Foreign Assets Control) may, at its discretion, include in the sanctions list and organizations that are no longer subsidiaries of the sanctioning company, but which are of importance to it, he points out.

What is the reason for Rudenko's interest in buying two shares of the bank is still unclear, summarizes Moody's analyst Peter Paklin. If the risk of sanctions is realized, then there will be no problems with funding from the "Post Bank": "The bank is funded from the funds of natural persons, mostly pensioners."