Otkritie and Rosgosstrakh are preparing to merge. Rosgosstrakh and Otkritie will create the largest private financial group Not from a good life

On the execution of the offer for the shares of Rosgosstrakh Bank: it bought out 14.93% of the credit institution from minority shareholders, consolidating 99.99%.

On August 25 last year, FC Otkritie acquired Sergey Khachaturov (brother of the former owner of Rosgosstrakh Danil Khachaturov) from RGS Capital 60.51% of RGS Bank. Then FC Otkritie became obligated under the offer. A few days later, by decision of the Central Bank, the bank was transferred to the Banking Sector Consolidation Fund. During the reorganization, Rosgosstrakh and RGSN also came under his control, which owned 24.5% in RGS Bank. Thus, the share of FC Otkritie reached 85.04%.

It took almost a year to fulfill obligations under the offer of FC Otkritie. For the first time, he announced the redemption of RGS Bank papers from minority shareholders at 2,504.48 rubles. per share in October 2017. After that, the bank constantly changed the terms of the offer: extended its term, and also reduced the payment term for the securities presented for redemption.

Thus, FC Otkritie wanted to give all shareholders the opportunity to present their shares for redemption, the bank representative insists: “When the shareholders came, we got the opportunity to close the deal.”

Three shareholders took advantage of the offer, he pointed out, in total, he spent 1.55 billion rubles on the redemption of the shares of FC Otkritie. Most of this amount - 1.03 billion rubles. - received by the insurer "RGS Life" (did not enter into a deal with FC Otkritie and did not get into the FKBS). The representative of the insurer confirmed that he had sold 9.88% of RGS Bank under the offer.

Behind the scenes a dispute for 116 billion rubles.

Relations between FC Otkritie and RGS Life are not easy. In May, the chairman of the board of FC Otkritie, Mikhail Zadornov, expressed the hope that RGS Life would return to the bank's group. The president and new owner of the insurer, Yevgeny Giner, replied that the company had never belonged to Rosgosstrakh, and that talk of “any kind of “return” had no basis.

Later, Rosgosstrakh, controlled by FC Otkritie, filed a lawsuit against RGS Life for 116.6 billion rubles: it is trying to challenge the agreement on the use of the Rosgostrakh brand, under which both companies operate.

Rossgostrakh is not ready to abandon the trial even after RGS Life changed its name to Capital Life in August. Zadornov called the name change "positive action", but indicated that the lawsuit concerns the use of the brand in previous years. “From our point of view, RGS Life paid absolutely meager amounts for the Rosgosstrakh brand. Therefore, this issue has not yet been resolved,” Interfax quoted him as saying on September 10.

For the use of the trademark, Rosgosstrakh Zhizn pays Rosgosstrakh less than 1 million rubles a year, a company representative pointed out: “These are mere pennies compared to the real value of the Rosgosstrakh brand with almost 100 years of history.”

Another shareholder of RGS Bank is suing

Investproekt LLC also took advantage of the offer, a representative of FC Otkritie confirmed. The company received 525 million rubles. The representative of the bank did not name the third shareholder.

The fact that the main owner of Rosgosstrakh, Danil Khachaturov, is negotiating the transfer of control over the company, was told to Vedomosti by several bankers and insurers at once. Last Wednesday, for example, Khachaturov in the company of Otkritie Holding co-owner Vadim Belyaev and the first deputy chairman VTB Yuri Solovyov met with the chairman of the Central Bank Elvira Nabiullina, two state bankers and a source close to Rosgosstrakh said. The parties have submitted to the regulator a plan to merge the assets of the Rosgosstrakh group and the Otkritie group, which they have agreed on since the summer of 2016, and are preparing to conduct due diligence of Rosgosstrakh's assets.

While the accession to the "Discovery" of the insurer and the RGS-bank controlled by it is being discussed, a person familiar with both sides of the negotiations specified. The pension business (NPF RGS) will not be included in the deal. Khachaturov will receive a minority stake in Otkritie Holding. According to the interlocutor of Vedomosti, the partners have an idea to make the largest private financial group in Russia with assets of 4-5 trillion rubles. and a client base of 55 million people, according to the plan, the merger will take the whole of 2017. The insurance business will be managed by the Rosgosstrakh team, the banking investment and brokerage business will be managed by the Otkritie team, he says, “businesses will work under existing brands.”

Representatives of Rosgosstrakh and Otkritie declined to comment.

The size of the package that Khachaturov can receive in the combined structure will depend on the financial condition of the company.

OSAGO brought the insurer 15.5 billion rubles. loss in the first half of 2016. Recently, Rosgosstrakh announced an additional issue of 46 billion rubles. (approximately 20% of the increased authorized capital). However, one of the interlocutors of Vedomosti admitted that this could be one of the stages of the upcoming deal. Last week, the S&P rating agency wrote in a review that the insurer's business is still focused on the unprofitable OSAGO market, and it itself depends on the support of shareholders.

Rosgosstrakh and Otkritie are long-term partners. Structures of Rosgosstrakh already own 8.7% of the main bank of the Otkritie FC group. In 2014, NPF RGS acquired a share in the bank's capital using pension savings funds. As of December 8, trustees of the pension fund own 7.5% of the bank's capital, and more than 1% of the insurer itself. The RGS pension fund, which was not included in the deal, previously owned 6.73% of the insurer's shares.

In addition to the fund and the insurer, the group includes the company RGS-Nedvizhimost - it has a bond debt of 28.7 billion rubles. and 270 offices leased by the CSG. Whether it will be attached is not clear, says the source of Vedomosti. The share of real estate in the structure of Rosgosstrakh's assets is above average, but all the objects it owns are real, says Pavel Samiev, managing director of the National Rating Agency.

The businessman also negotiated with VTB and Sberbank, one of the state bankers says, but they refused. “A deal in this configuration looks like a forced one for Khachaturov, since no one expected such a situation in auto insurance,” he adds and points out that the company needs to quickly and radically change the business model, and the investor needs to include possible regulatory risk in the value of the company : Amendments to the law on OSAGO have not yet been adopted.

Rosgosstrakh was called the insurance Sberbank, and its share in OSAGO reached 41%. The company's problems grew along with the deterioration of the situation in this market. The insurer was crippled by the activity of auto lawyers, as well as numerous violations in the sale of policies. In May 2015, the Central Bank suspended the OSAGO license from Rosgosstrakh, which shocked the market. In response, the insurer is steadily reducing its market share.

The main problem for Rosgosstrakh is the unprofitability of OSAGO, Samiev is convinced, especially given that Rosgosstrakh is represented in all difficult regions, and cross-selling to reduce unprofitability cannot be tied to OSAGO. “Any large company with a large share of OSAGO and an extensive regional network is under pressure, and Rosgosstrakh is under the biggest,” he continues, the insurer needs to attract a large resource in order to survive 2017 if the amendments are not adopted on time about in-kind compensation in OSAGO or they will be ineffective. Next year, according to Samiyev, could be a shock for a number of large companies. But an additional issue of 20% of the shares should be enough to survive it, he believes, moreover, Otkritie is a powerful group that can support any financial business in the event of market problems. Although, of course, there is a risk that at the first stage Rosgosstrakh may bring a loss to Otkritie. But the purchase will give the corporation the opportunity to enter the insurance market with a very powerful infrastructure and immediately take a leading position in many segments - the Otkritie group lacked such a large-scale insurance business, Samiev believes, all competing financial groups, with some exceptions, have insurance companies.

Over the past year, Rosgosstrakh has lost more than a third of its income in the insurance market. Now it is being absorbed by the Otkritie group, which can milk the former asset of the oligarch Danil Khachaturov dry.

Immediately, market participants again started talking about the merger of Rosgosstrakh with Otkritie Bank, which has been talked about for more than a year and a half. Moreover, Otkritie immediately became more active and again began to actively wake up the topic with Rosgosstrakh. As the media have repeatedly written and experts have said, in the event of a merger of the two companies, this will be the largest deal on the Russian insurance market. The assets of the state insurance company are a tasty morsel for any firm, and for Otkritie in the first place.

After all, the concept of "merging" in this situation is purely conditional. In fact, a more applicable definition is a "takeover" by a bank of an insurance firm. What he has been trying to achieve for a long time and stubbornly. Rosgosstrakh for a long time and persistently. Because it is a very tasty morsel for any business. Otkritie owner Vadim Belyaev speaks of his desire to take over the insurance company as a breath of fresh air. And in the situation with his credit institution, this is indeed the case. Things are not going so well in the "Discovery". It would seem that higher interest rates on customer deposits for some reason do not attract much. But if you get Rosgosstrakh with its huge resources, then the total asset of the two structures will exceed 4 trillion rubles! Well, how can you not break such a jackpot!

At the same time, most likely, the most “delicious” asset of Rosgosstrakh, the RGS pension fund, will also go to the bank. It will be, indeed, just a royal addition to the bank. After all, the clientele of the NFP entrusted him with neither more nor less than almost 165 billion rubles. True, market participants cannot imagine how effectively, and, most importantly, honestly and legally, Vadim Belyaev's bank will dispose of the asset. And evil tongues say that the pension fund will become the object of an unspoken deal between Belyaev and the head of Rosgosstrakh, Daniil Khachaturov.

But no one can even imagine what will happen to the clients of the pension fund after such a deal. As practice shows, Otkritie does not treat them very carefully. By the way, such a topic as the transfer to the bank of the structure of Rosgosstrakh "RGS-real estate", which keeps on the balance sheet almost 300 offices of the insurer, in which its branches are located, is also being considered. There, too, the total cost is quite decent - almost 30 billion rubles. Apparently, Belyaev should not neglect such money either.

Financial policy of "Discovery"

The policy of Otkritie Bank is called by all experts only aggressive. Thus, the bank entered the top ten in the country in terms of its lending rates. They turned out to be higher than even those of such financial monsters as Alfa-Bank. If the latter offered 8 percent per annum, then Belyaev announced almost 9 percent. In this situation, even Sberbank nervously smokes in the corner with its unfortunate 7%. These "enticements", according to experts, "Discovery" and attracts customers. Only here is how the bank manages to fulfill its more than generous promises on payments. Financiers give one answer - this is done by attracting money from new investors. Doesn't this remind you of anything? It reminds me of a banal financial pyramid scheme. Which, as you know, ends sooner or later and leads to the collapse of both the bank itself and its clientele. The latest example is the Khanty-Mansiysk branch of Otkritie. Over the past year, its income fell by more than 20 times, bringing the bank a loss of 21 billion rubles.

The net profit of the head bank of the group, FC Otkritie, fell more than six times over the same year, to 2.3 billion rubles. The first 9 months of 2016 followed this trend. The net profit of the entire banking group over this period decreased by 1.7 times, to 3.605 billion rubles. Banking "menu" Why, against the backdrop of declining profits, does the Otkritie group continue to exist, and even in the top financial institutions of the country? It's simple, the bank is fed by the absorption of other banks. In 2012, Belyaev's Otkritie actually absorbed Nomos-Bank. And this despite the fact that Bank Otkritie, which accounts for about 70% of the assets of FC Otkritie, clearly has lower profitability and efficiency than Nomos Bank

Moreover, a "pyramid" banking structure called Otkritie with 240 billion assets managed to get a bank with assets of 640 billion rubles.
The history of the Trust bank, which fell under the reorganization of Otkritie after a short “recovery” of Trust, is also memorable. Belyaev demanded almost 50 billion rubles from the state to plug financial “holes”. Only whose, and remains a mystery. "Trust" in the end never got out of the financial peak, and the allocated money, apparently, plugged the "holes" of the "Discovery" itself. The same thing happened with the Petrocommerce bank, taken over by Vadim Belyaev.

In 2012, Petrocommerce Bank issued a loan of more than 2.5 billion rubles to Zlatoust Metallurgical Plant. The money was transferred to ZMZ, on the same day it was transferred to the Metallurg Trust company of the Mechel group. Then the round sum went straight to an offshore company called "Masterking Trading Limited", associated with the bank, and from there - again to "Petrocommerce". As a result of the implementation of such a fraudulent scheme, the money actually did not leave Petrocommerce, but the plant received a huge financial gap, which in many ways led it to bankruptcy.

What is the result of this dubious work of Belyaev and his bank? And the fact that all reputable rating agencies have even stopped including it in their reports. To prevent others from falling into the financial networks of Otkritie. The truth is, Rosgosstrakh has all the chances for this. Does he just need it? Even in a very difficult economic situation. After all, the transition to the "Opening" is quite likely to be the closure of Russia's largest insurer.

Otkritie FC Bank began preparations for merging with Rosgosstrakh, gaining the right to dispose of almost 20% of the insurer's shares. This was done through a pledge of the latter's shares as part of a REPO transaction. Such an unconventional approach to structuring the deal could bring benefits to both parties, experts point out.

Otkritie FC Bank announced that on March 30 it increased its share in the authorized capital of Rosgosstrakh from 4.4 to 19.8%. The package was received by the bank as part of a REPO transaction, the message says. That is, the shares of Rosgosstrakh are pledged under a loan received by the insurer from FC Otkritie. The amount of the loan was not disclosed in the message.

RBC refused to clarify the details of the transaction in Otkritie. Rosgosstrakh was advised to contact Otkritie for comment.

These are the first public actions taken by FC Otkritie after it became known in December 2016 about the impending merger of the bank with Rosgosstrakh and its subsidiary Rosgosstrakh Bank.

Then RBC was informed about this by several sources in financial circles. The merger was scheduled for 2017. According to the calculations of the participants in the transaction, the merger will create the largest private financial group in Russia with assets of more than 4 trillion rubles. and a customer base of 50 million people. It was assumed that in exchange for insurance and other assets, the ultimate beneficiary of Rosgosstrakh, Danil Khachaturov, would receive a minority stake in Otkritie. Its size will depend on the results of the assessment of the businessman's assets, RBC's interlocutors said then.

Officially, the parties commented on the deal extremely sparingly. Market participants in their comments then did not rule out that the deal could be forced for Rosgosstrakh, which is in a difficult financial situation due to the unprofitability of the OSAGO segment, where Rosgosstrakh is the largest player.

precedent deal

Experts interviewed by RBC call the structuring of the merger in the form of a REPO transaction a "precedent deal", since the standard business merger is carried out through direct participation in capital.

In this case, the REPO mechanism was used, in which securities are sold and at the same time an agreement is concluded on their repurchase at a predetermined price. However, if there is no reverse transaction, the shares remain with the creditor.

In the absence of comments from the parties to the transaction, experts interviewed by RBC made a number of assumptions about its form and essence.

Advantages for Rosgosstrakh

The REPO transaction with FC Otkritie makes it possible to partially improve the financial position of the insurer, allowing you to quickly raise the necessary funds, said a source close to one of the parties to the transaction. Last year, insurers faced the maximum level of payments for OSAGO, follows from the data of the Russian Union of Auto Insurers (RSA). Thus, Rosgosstrakh received 54.67 billion rubles. insurance premiums, and paid 68.85 billion rubles. As a result, the excess of payments over the premium amounted to 14.2 billion rubles.

Otkritie probably helped Rosgosstrakh in the context of ongoing negotiations on the merger format. In particular, the position on this large-scale transaction by the Bank of Russia has not yet been publicly determined,” said Oleg Vyugin, a member of the Board of Directors of Binbank.

NRA Managing Director Pavel Samiev believes that Rosgosstrakh may not have enough funds to meet the new requirements for capital adequacy of insurers, which came into force on April 1. “The financing allocated under the REPO transaction allows them to be contributed to the shareholder's capital against the security of their shares,” he believes.

Benefits for FC Otkritie

“For Otkritie FC itself, this REPO deal may be interesting for several reasons. Firstly, since the shares of Rosgosstrakh are pledged, and not owned by Otkritie, this does not burden its capital. While direct ownership of shares and shares of subsidiaries, according to the requirements of the Central Bank, reduces the banks' own funds,” says FBK Vice President Alexei Terekhov.

For FC Otkritie Bank, its own financial position is important. At the end of December last year, the Standard & Poor's rating agency placed the ratings of Otkritie Bank on review with the possibility of downgrading. The agency noted that the holding's financial profile could worsen, including due to the possible purchase of the Rosgosstrakh insurance company by the holding and a protracted the process of obtaining additional financing for the rehabilitation of the bank "Trust".

Moody's Junior Vice President Petr Paklin also agrees that the REPO mechanism could have been chosen due to the fact that, in terms of capital consumption, a REPO transaction has a lower burden. “REPO is a convenient and flexible instrument that consumes less capital compared to with a conventional loan, and there is no transfer of ownership of the pledged asset,” he points out.

In addition, Alexey Terekhov continues, the shares of Rosgosstrakh are pledged under a repo transaction with the right to vote on them, respectively, Otkritie can use them to start implementing its own strategy and tactics in Rosgosstrakh and participate in the management of the insurer. By providing loan funds to Rosgosstrakh, Otkritie FC Bank may have received a certain trump card in further negotiations, Oleg Vyugin also points out: “They say, look, we supported you, but we can win back.”

“In my opinion, structuring the merger in the form of a REPO transaction is a form of protection against risks in order to be able to return everything to its original state at any time,” Maxim Solntsev, chairman of the board of SDM Bank, also notes.

Bypassing agreement

Market participants pay special attention to the size of the stake in Rosgosstrakh pledged to FC Otkritie under a REPO transaction. It is less than 20%.

Obtaining a larger block of shares, according to the requirements of the Bank of Russia, would require mandatory notification of the regulator. Getting less than 20% of the shares significantly reduces the time spent on the transaction and simplifies its implementation. “After all, the regulator may impose restrictions on the actions of FC Otkritie Bank, in particular, due to the fact that it is rehabilitating Trust Bank,” Maxim Solntsev points out.

The Central Bank declined to comment, citing the fact that operating banks and companies do not comment.

However, sooner or later one of the largest deals on the market will have to be approved by the regulator. The right obtained by Otkritie Bank to dispose of a 19.8% stake in Rosgosstrakh may be a preparatory stage for a larger transaction that requires approval by the Central Bank, Petr Paklin points out.

Marina BOZHKO, Ekaterina LITOVA

The insurance company and Danil Khachaturov's bank of the same name went to the owners of Otkritie and, ultimately, to the state for free, but with impressive debts.

Rosgosstrakh, just bought by Otkritie, will become one of the main items of expenditure of the Central Bank for the reorganization of the bank. The Central Bank will spend 250-400 billion rubles on the additional capitalization of FC Otkritie. The assessment is preliminary, so the reorganization is likely to be the largest in history. Prior to that, the Bank of Moscow was the record holder, for the improvement of which the state allocated 295 billion rubles.

According to The Bell, the Central Bank has been considering various options for solving the problems of Otkritie since the beginning of 2017. Due diligence of the bank began in May 2017. Information on the withdrawal of assets from the bank from the Central Bank "is not yet available." In the case of Otkritie, one of the main items of expenditure of the Central Bank will be the support of Rosgosstrakh, which has just been bought by the bank. The purchase of an insurer with tens of millions of customers (21.5 million for OSAGO alone) was Otkritie's last major deal on its way to the "too big to fail" status.

OSAGO brought huge losses to Rosgosstrakh (in total, in 2016, the company's net loss amounted to 33 billion rubles, in the first half of 2017 - more than 23 billion rubles). But the shareholders of Otkritie expected that the deal would turn it into the largest private financial group in Russia with assets of 4-5 trillion rubles and 55 million customers.

The former owner of Rosgosstrakh, Danil Khachaturov, was to become a minority shareholder of this largest group. How did it all end? As The Bell found out, Khachaturov, as a result of the deal for the sale of Rosgosstrakh, did not receive, as planned, a stake in the Otkritie group.

The sale of Rosgosstrakh by Khachaturov became known at the end of last year. The deal was supposed to be cashless - the insurance company, RGS-Bank and other assets of Khachaturov, including real estate, were supposed to go to the Otkritie group. Prior to the regulator's decision to reorganize the bank, it was planned that Khachaturov would receive a minority stake in the Otkritie holding company for his assets. Vedomosti estimated Khachaturov's future stake at 8%.

The asset sale deal was closed, but Khachaturov did not receive any package, sources close to the bank and Khachaturov himself said. One of the sources close to the businessman interprets the deal as follows: Khachaturov actually gave the company away, getting rid of the unprofitable business. Now it is the problem of the state. The Central Bank promises that Rosgosstrakh and other companies of the Otkritie Bank group will continue to function normally and serve customers. The chief managing director of the insurance company, Nikolaus Frei, hopes that the decision of the Central Bank will help the company overcome the crisis in the OSAGO segment.

In fact, the debts incurred by Khachaturov and the shareholders of Otkritie Bank will now be paid by the Central Bank of the Russian Federation and the Russian budget.