The Bank “FC Opening” was announced, which increased 30 March from 4.4 to 19.8% share in the authorized capital of “Rosgosstrakh”. The package was received by the Bank within the framework of the REPO transaction specified in the message. That is, the shares of “Rosgosstrakh” pledged on the loan received by the insurer from “FC Opening”. The loan amount in the message is not disclosed.
To clarify the details of the transaction in the “Discovery” refused. In “Rosgosstrakh” have advised to address for comments to the “Opening”.
This is the first public action taken “FC Opening” after December 2016 became aware of the impending merger of the Bank with “Rosgosstrakh” and its subsidiary Rosgosstrakh Bank.
Then this was reported by several sources in the financial circles. The Association was scheduled for 2017. By calculations of participants of the transaction, the merger will create Russia’s largest private financial group with assets of more than 4 trillion 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 will receive a minority stake in “Opening”. Its size will depend on the results of the evaluation of assets of the businessman, said then the sides .
Officially parties to the deal have commented very sparingly. Market participants in their review did not rule out the possibility that a transaction may carry forced to “Rosgosstrakh” in a difficult financial situation due to loss of CTP segment where “Rosgosstrakh” — the largest player.
The interviewed experts call a “precedent transaction” structuring enterprises in the form of REPO transactions, as is standard business combinations is performed through the direct entry of capital.
In this case used the mechanism of REPO where securities are sold and at the same time is an agreement for their repurchase at a predetermined price. However, if the return transaction does not occur, the shares remain with the lender.
In the absence of the review parties to the transaction the interviewed experts made a number of assumptions about its form and nature.
The pros for “Rosgosstrakh”
REPO with “FC Opening” gives the opportunity to partially improve the financial position of the insurer, allowing you to quickly attract the necessary funds, said a source close to one of the parties to the transaction. Last year, insurers were faced with the maximum level of payments on OSAGO, follows from the data of the Russian Union of motor insurers (RAMI). So, “Rosgosstrakh” received 54,67 billion rubles of insurance premiums, and paid 68,85 billion rubles. as a result, the excess of payments above the award amounted to 14.2 billion rubles.
“Discovery” likely assisted “Rosgosstrakh” in the context of the ongoing negotiations on the format of the Association. In particular, it is still not publicly defined position on this large-scale transaction by the Bank of Russia”, — said a member of the Board of Directors of the Bank Oleg Vyugin.
Managing Director NRA Pavel Samiev considers that Rosgosstrakh may not be enough funds in order to meet the new requirements of capital adequacy of insurers, which came into force on 1 April. “Allocated under the REPO financing allows you to contribute them to the capital to a shareholder, secured against their shares,” he said.
Benefits for “FC Opening”
“To the “FC Opening” but this REPO may be interesting for several reasons. First, because of the action “Rosgosstrakh” in the pledge, not in “Open”, it does not burden its capital. While the direct possession of shares and stakes of subsidiaries, in accordance with the requirements of the Central Bank, reduces the own funds of banks”, — said Vice-President of FBK Alexey Terekhov.
For the Bank “FC Opening” own financial situation is important. At the end of December last year, the rating Agency Standard & Poor’s placed the ratings of Bank “Opening” on review for possible reduction. The Agency noted that the financial profile of the holding company may deteriorate, including due to the possible purchase by the holding insurance company “Rosgosstrakh” and the protracted process of obtaining additional financing for the rehabilitation of the Bank “trust”.
Senior Vice President at Moody’s Petr Paklin also agree that the mechanism of REPO could be selected due to the fact that from the point of view of consumption capital deal on REPO having less stress. “REPO is a convenient and flexible tool that requires less capital compared to a conventional loan, and there is no transfer of ownership of the mortgaged asset,” he points out.
In addition, continues Alexey Terekhov, the shares of “Rosgosstrakh” are pledged for the REPO with the right to vote on them, respectively, “Discovery” can use them to initiate their own strategies and tactics in “Rosgosstrakh” and participation in the management of the insurer. Providing credit facilities “Rosgosstrakh” Bank “FC Opening” may have got a trump card in further negotiations, and indicates Oleg Vyugin: “Say, look, we supported you, and may back play”.
“In my opinion, structuring enterprises in the form of a REPO transaction — a form of protection from risks, to be able at any time to return everything to its original state”, — said the Chairman of the Board SDM-Bank Maxim Solntsev.
To bypass the approval
Special attention market participants pay to the amount of shares of “Rosgosstrakh” laid “FC Opening” for the REPO. It is less than 20%.
Getting a majority of the shares in accordance with the requirements of the Bank of Russia, would have required mandatory notification to the regulator. Getting less than 20% of the shares substantially reduces the time spent on the transaction and simplifies its implementation. “After all, from the regulator possible limitations on the actions of the Bank “FC Opening”, in particular, due to the fact that it carries the recovery of Bank “the trust,” says Maxim Solntsev.
The Central Bank declined to comment, citing the fact that do not comment on operating banks and companies.
However, sooner or later to agree on one of the largest on the transaction market regulator will have. Received by the Bank “Opening” the right to dispose of 19.8% of shares of “Rosgosstrakh” it may be a preparatory phase in the framework of a larger transaction that requires the approval of the Central Bank, points out Petr Paklin from Moody’s.