Assets do not suit them – Kommersant

The law allowing banks to allocate their assets and liabilities frozen abroad into a separate legal entity is proposed to be finalized. The volume of such assets is estimated at 3 trillion rubles, and the reserves for them – hundreds of billions. However, according to the representative of the Central Bank, so far only one bank has agreed on the transfer of its frozen assets to a specially created legal entity. The amendments provide for a significant simplification of this procedure, however, according to market participants, they run counter to the interests of creditors and minority shareholders of banks.

At the end of last week, Deputy Chairman of the Board of VTB Dmitry Pyanov, speaking at the congress of the Association of Banks of Russia, said that the law, which allows separating frozen liabilities and assets into a separate legal entity, needs to be finalized. Deputy Chairman of the Central Bank Olga Polyakova, in response to this remark, said that the law still works in its current form. “As for the allocation of blocked assets … there is a law, and one of the systemically important banks has already gone through this procedure: just recently they made such a decision – they allocated assets, allocated liabilities into a separate legal entity,” she said. Deputy Finance Minister Alexei Moiseev explained that if the bank is a public joint stock company, problems arise. “The property committee is preparing amendments on this matter,” he said.

According to Dmitry Pyanov, public joint-stock companies must, in accordance with the law adopted last summer, make an offer to all shareholders who voted against the allocation of frozen assets and liabilities into a separate legal entity, regardless of whether the shareholder is from a friendly or unfriendly country. In addition, according to him, the bank must return on demand deposits to all customers from friendly countries (including Russian customers). The bill mentioned by Alexei Moiseev provides that the clause on the offer and the withdrawal of deposits will be removed from the text of the law and is now being discussed with the Ministry of Finance and the Central Bank.

The Ministry of Finance told Kommersant that they supported this bill, the Central Bank did not respond to Kommersant’s request. However, according to a Kommersant source in the banking market, the regulator has objections.

According to market participants, the total volume of bank assets frozen abroad can reach up to 3 trillion rubles, reserves for them can amount to hundreds of billions of rubles.

Experts note that if the upcoming amendments are adopted, new difficulties may arise. According to the head of the National Council for the Financial Market, Andrey Yemelin, it is not difficult to make an amendment to exclude a public offer and return deposits, but such a measure will clearly not be a general rule, but a special regime for sanctioned entities. But then, according to him, an arbitrage will be formed between the standard regime of separation from the PJSC and the anti-sanction one. “It would be more correct to provide for this category not the abolition, but a change in guarantees – maintaining the issuance of an offer and the return of deposits, but not immediately, but after a certain period and with a premium, which will allow PJSC to dampen the consequences of the sanctions that led to the allocation,” Andrey says Emelin. In turn, Viktor Dostov, chairman of the Association of Participants in the Market of Electronic Money and Money Transfers, believes that this decision is rather difficult to formalize for a public company. “Theoretically, each shareholder should have a tool for disposing of their conditional share, while not violating the allocation mechanism as a whole. But, as I understand it, there is no solution that will suit everyone yet,” he says.

However, market participants note that there have been precedents for such actions in world history. According to Alexander Rybin, member of the board of the Association of Bondholders, no offers were made to creditors during the allocation of bad assets in the US in 2009. “But I don’t think it’s good, the absence of an offer is an infringement on the rights of creditors, because there is a right to allocate any assets / liabilities,” he says, “and there is a risk that creditors will get “tops” of bad assets, and shareholders – ” roots of “good”. In turn, Ilya Khersontsev, executive director of the Association of Retail Investors, notes that in order to protect creditors and shareholders, it is important that only truly frozen foreign assets can be released. “I would also like to understand who will be the owner of the spin-off company – in our opinion, it is more convenient if it is the bank itself, then minority shareholders retain their economic interest in the new company too,” he is sure.

Maxim Builov, Ksenia Kulikova