Rosgosstrakh opened. The company will have a new CEO and owners. Bypassing approval
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 oligarch Danil Khachaturov dry.
Immediately, market participants again started talking about the merger of Rosgosstrakh with Otkritie Bank, which has been discussed for more than a year and a half. Moreover, Otkritie immediately became more active and again began to actively raise the issue with Rosgosstrakh. As the media and experts have written more than once, in the event of a merger of two companies, this will be the largest transaction on the Russian insurance market. The assets of the state insurance company are a tasty morsel for any company, and for Otkrytie first of all.
After all, the concept of “merger” in this situation is purely conditional. In fact, a more applicable definition is a bank's "takeover" of an insurance firm. What he has been trying to achieve for a long time and persistently. Rosgosstrakh has been persistent for a long time. Because this is a very tasty morsel for any business. The owner of Otkritie, Vadim Belyaev, talks about the desire to take over the insurance company as if it were a mouthful fresh air. And in the situation with his credit institution, this is indeed the case. Things are not looking great at Otkritie. Seemingly taller interest rates For some reason, clients are not very attracted to deposits. But if you get Rosgosstrakh with its enormous resources, then the total assets of the two structures will exceed 4 trillion rubles! Well, how can you not hit such a jackpot!
At the same time, most likely, the bank will also receive the most “delicious” asset of Rosgosstrakh - the RGS pension fund. It will truly be just a royal addition to the bank. After all, NFP’s clientele entrusted him with no less than almost 165 billion rubles. True, market participants cannot predict how effectively, and, most importantly, honestly and legally, Vadim Belyaev’s bank will dispose of the asset. And evil tongues are also saying that the pension fund will become the object of a secret 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 transaction. 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 holds on the balance sheet of 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. Belyaev, apparently, shouldn’t neglect that kind of money either.
Financial policy of Otkritie
All experts call the policy of Otkritie Bank nothing less than 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%. Experts believe that these “enticements” are how Otkritie attracts customers. Only here is how the bank manages to fulfill its more than generous promises of payments. Financiers give one answer - this is done by attracting money from new investors. Does this remind you of anything? And this reminds me of a banal financial pyramid. Which, as we 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 more than 20 times, bringing the bank a loss of 21 billion rubles.
The net profit of the group's parent bank, Otkritie FC, fell more than six times over the same year, to 2.3 billion rubles. The first 9 months of 2016 corresponded to these dynamics. The net profit of the entire banking group during 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 among the top financial organizations in the country? It's simple, the bank feeds itself by absorbing 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, "pyramid-shaped" banking structure under the name “Otkritie” with assets of 240 billion managed to acquire a bank with assets of 640 billion rubles.
The story with the Trust bank, which fell under the reorganization of Otkritie after a short “recovery” of Trust, is also memorable. Belyaev demanded from the state almost 50 billion rubles to plug financial “holes.” Only whose identity remains a mystery. “Trust” ultimately did not come out of the financial dive, and the allocated money apparently plugged the “holes” of Otkritie itself. The same thing happened with Petrocommerce Bank, absorbed by Vadim Belyaev.
In 2012, Petrocommerce Bank issued a loan of more than 2.5 billion rubles to the Zlatoust Metallurgical Plant. The money was transferred to ZMZ, and 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 Petrokommerts. As a result of the implementation of such a fraudulent scheme, the money never actually left Petrokommerts, but the plant suffered a huge financial gap, which largely 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 even stopped including it in their reports. So that others do not fall into the financial networks of Otkritie. The truth is, Rosgosstrakh has every chance of this. But does he need it? Even in a very difficult economic situation. After all, the transition to Otkrytie will most likely become the closure of Russia’s largest insurer.
Financial assistance in solving the problems of Rosgosstrakh insurance company put the Otkritie FC group in a dangerous position even before the official purchase of the insurance organization. First Deputy Chairman of the Central Bank of the Russian Federation Dmitry Tulin told reporters about this. According to him, FC Otkritie Bank actually began financing the current activities of Rosgosstrakh at the end of last year.
The decision of the owners of FC Otkritie to buy Rosgosstrakh became known in December 2016.
“The company was experiencing certain financial difficulties at that time, so it was a convenient target for takeover. De facto, the bank began to finance its activities by providing loans. The bank's actual costs for financing these activities far exceeded the initial expectations of the group's owners; the bank spent a fair amount of liquidity for these purposes, although this was not a fatal step for it. The problem was that they decided financial difficulties“Rosgosstrakh,” but they put themselves in a very vulnerable position,” TASS quotes D. Tulin as saying.
The Central Bank representative added that, although the financing of Rosgosstrakh was not the only reason for the bank’s current catastrophic situation, it became a kind of trigger that “served as a catalyst for the process and brought this event closer.”
Let us recall that on August 29, 2017, the Bank of Russia decided to sanitize FC Otkritie. A temporary administration has been appointed to the credit institution, which includes employees of the Central Bank of the Russian Federation and LLC UK FCBS, as reported on the regulator’s website. From the press release of the Central Bank it became known that PJSC IC Rosgosstrakh is part of the bank group, where a temporary administration has now been appointed.
At the end of the first half of 2017, the loss of Rosgosstrakh amounted to 20.9 billion rubles, which is 52% higher than the same figure in 2016. At the end of last year, the insurance organization recorded a loss of 33.3 billion rubles. According to the forecast of the rating agency S&P Global Ratings, Rosgosstrakh will also face losses based on the results of 2017. The company’s further “financial prospects remain uncertain.” According to calculations by agency experts, Otkritie FC financed the insurer with at least 40 billion rubles.
“Financial organizations and specialized services included in the Bank group, including PJSC Insurance Company Rosgosstrakh, PJSC National Bank TRUST, PJSC Rosgosstrakh Bank, JSC NPF Lukoil-Garant, JSC NPF Elektroenergetiki, OJSC “NSF “RGS”, JSC “Otkritie Broker”, as well as “Tochka” and Rocketbank will continue to operate as normal and serve clients,” the Bank of Russia said in a press release.
For your information
FC Otkritie Bank, founded in 1992, is a systemically important credit institution and ranks eighth in terms of assets. The bank's infrastructure includes 22 branches and more than 400 internal structural divisions.
Internal confrontation between former partners in the project to create the largest private banking and insurance group in the Russian Federation is developing into active confrontation with the prospect of litigation in the courts. The partnership agreement between the Rosgosstrakh and Otkritie groups was concluded in 2016.
Former owner of the Rosgosstrakh company and its ex-president Danil Khachaturov, at a press conference at the Interfax central office on Wednesday, announced full compliance with the agreement with Otkritie Bank. At the same time, the other party - the Otkritie group - did not fulfill any obligations that were discussed when concluding the deal for the sale of Rosgosstrakh, he said.
“We thought and hoped for negotiations. There are no such negotiations. Negotiations with us are being conducted through the press. This is strange. I am already silent about criminal cases,” said D. Khachaturov. He admitted that he was considering the possibility of filing claims related to the deal concluded with Otkritie Bank, as a result of which a number of assets of the Rosgosstrakh group were transferred to Otkritie Bank.
“Insinuations about the fact that we haven’t completed something, haven’t delivered anything, have no basis. We gave everything, everything that was at that time, at the end of 2016, on the balance sheet or in the group, everything what belonged to me,” everything went to the Otkritie group. Another question is that the main story of the deal was that the Otkritie group also had many obligations, none of the obligations were being fulfilled, he continued.
In accordance with previous agreements, D. Khachaturov transferred to Otkritie his assets such as Rosgosstrakh, RGS Bank and NPF Rosgosstrakh. In addition, 2 thousand real estate objects were transferred as part of the transaction. As a result of the transaction, D. Khachaturov was supposed to receive a share in the merged company, but due to a coincidence, he was forced to transfer all assets for free.
“An asset such as RGS Life was not transferred with other assets of the group, since it did not belong to me since 2015,” explained D. Khachaturov. He explained the fact that Otkritie was later taken over by the Capital Insurance company by the fact that it was on the balance sheet of Rosgosstrakh PJSC. D. Khachaturov told reporters that he had no ownership in this company.
In turn, at a press conference in Interfax, the president of the CSKA football club and the RGS Life company, Evgeny Giner, confirmed that he is the ultimate owner of this company and the RGS Medicine company, which specializes in compulsory health insurance (CHI) and is part of top 3 by number of insured citizens. Since 2015, he has been the owner of the companies under an option agreement, now his rights are being finalized and permission has been received from the FAS Russia.
DESIGNED WITH BIG SCALE
“I did it together with Otkritie, which had 3 trillion rubles in assets, the largest private financial bank and the largest insurance group in the country. As a result, the bank's financial capabilities and a small number of clients and offices were connected with the NPF and with the Rosgosstrakh bank, as well as with its huge branch network throughout the country and the army of Rosgosstrakh sellers. Both parties benefited from the deal. Everyone emerged victorious,” D. Khachaturov said at a press conference.
However, the peculiarity of the situation was the simultaneous problems of the parties to the transaction. According to the former owner of Rosgosstrakh, by the end of 2016 it was obvious to him that the company would receive a loss of 30 billion rubles at the end of 2017. After this, D. Khachaturov came to negotiations with the Central Bank with a rescue plan and a potential investor.
The agreement with Otkritie Bank was concluded in April 2016, and since June, difficulties began for the bank itself, now it is undergoing a reorganization procedure, its capital was brought to 1 ruble during the reorganization. Then the bank needed additional capitalization; it developed a development strategy until 2021. Rosgosstrakh is considered an integral part of this strategy. By the end of 2020, the insurance company should make a profit of 20 billion rubles. At the end of 2018, its profit will be small.
Commenting on the results of Rosgosstrakh's activities in 2017, D. Khachaturov said: “According to the annual report according to IFRS, the loss of Rosgosstrakh amounted to 58 billion rubles. These losses are divided into two parts. One half is our very expectations and the loss from OSAGO operations in the amount of 30 billion rubles, the rest is the result of the revaluation of securities of the Otkritie Bank itself on the balance sheet of Rosgosstrakh (as previously reported, according to the annual report of Rosgosstrakh, the company received more than 29 billion rubles in losses due to the depreciation of the bank's shares " Otkritie" and bonds of the holding company of the same name).
“In the first quarter of this year, Rosgosstrakh has already made a profit. Due to what? Due to the fact that the share of compulsory motor liability insurance has been radically reduced over the past 3 years, which in 2015-2016 reached 40% of all-Russian fees for this type. Due to this that the rules on compensation in kind began to work in OSAGO, a strict policy of reducing sales was pursued. They did everything right. Well done. I don’t see Rosgosstrakh having problems with either reserves or assets. Goodwill of Otkritie Bank in the deal with Rosgosstrakh, according to the bank’s IFRS reporting, amounted to 32 billion rubles in 2017,” said D. Khachaturov.
OFFENSIVE
Active offensive actions against partners were unexpected, D. Khachaturov admitted to journalists. So, according to him, the initiation of a criminal case against his brother and closest partner Sergei Khachaturov “blew his mind.”
Earlier it was reported that the Lefortovo Court of Moscow on June 13 planned to consider a petition to extend the detention of former vice-president of Rosgosstrakh S. Khachaturov and the house arrest of ex-shareholder of Rosgosstrakh Bank Nadezhda Klepalskaya, accused of embezzlement of more than a billion rubles. The investigation asks to extend their preventive measure for another three months, until September 17. They were charged under Part 4 of Art. 160 of the Criminal Code of the Russian Federation (embezzlement or appropriation of someone else’s property on an especially large scale). The arrest took place in Moscow on April 17 by FSB officers. On April 18, the Lefortovo Court of Moscow, at the request of the FSB, chose a preventive measure for them. S. Khachaturov was placed in the Lefortovo pre-trial detention center until June 16. As noted by the media, the amount stolen can be several times more than 1 billion rubles - up to 5 billion rubles; however, investigators are still determining the exact size. S. Khachaturov does not admit his guilt.
D. Khachaturov admitted on Wednesday that the initiation of a criminal case against his brother and partner S. Khachaturov is also connected with another part of the deal concluded between the Rosgosstrakh group and Otkritie Bank.
Last week Moscow arbitration court received a claim from Rosgosstrakh, which belongs to the reorganized Otkritie bank, for 116 billion rubles, the claim is related to the unlawful use of a trademark, the main amount of the claims was 2 billion rubles, the rest are penalties and fines. A similar claim was filed against the company "RGS Medicine", the amount of the claim is unknown. As the president of the CSKA football club and the RGS Life company E. Giner explained to journalists, “the companies themselves have not yet received the claims, but they know about them.” According to him, the brand assessment of the Rosgosstrakh Life company was carried out by an individual private entrepreneur from the region.
"RGS Life has never been on the balance sheet of Rosgosstrakh. It is an independent business, like NPF and Rosgosstrakh Bank. They are connected by a brand and in some places by a network. At one time, we acquired the life insurer of the Otkritie group, and the brands were used mutually for another 2 years. One of the key provisions of the 2016 agreement with the Otkritie holding was joint sales in networks. These agreements were reached and recorded under English law in London," D. Khachaturov clarified during a press conference.
E. Giner confirmed that the agreement between the RGS Life company and Rosgosstrakh is still in force today. “Until recently, Rosgosstrakh and Otkritie Bank regularly received commissions from the sale of RGS Life products. RGS Life did not receive notices of intention to terminate the existing agreements,” said E. Giner.
Answering questions from media representatives, D. Khachaturov expressed categorical disagreement with the fact that Insurance Company Rosgosstrakh is undergoing reorganization. “There is no reorganization at Rosgosstrakh - this is a fundamental thing. There is no reorganization at the Rosgosstrakh group. Rosgosstrakh does not have any state money, neither I nor Rosgosstrakh have any debts to the Otkritie group. If anyone “If you don’t like the contract that exists, you can apply for its termination,” said the former owner of Rosgosstrakh.
“I don’t understand the logic by which parts of the deal are disputed even though it itself is not disputed,” explained the former head of Rosgosstrakh. At the same time, he clarified that, “of course, we are not talking about the return of Rosgosstrakh itself.” D. Khachaturov refused to clarify the possible positions formulated in the claims or their amounts, saying that such decisions could be made in the near future.
At the same time, he emphasized that he himself and the current owner of the RGS Life company, E. Giner, are ready to conduct a dialogue with interested parties in order to resolve all controversial issues and resolve all issues pre-trial.
HISTORY OF THE ISSUE
In mid-August 2017, the FAS Russia approved the deal between Rosgosstrakh and the structure of the owner of Otkritie Holding, Vadim Belyaev, Otkritie Inform. In fact, the insurance company has been under the control of Otkritie managers since February 2017, Rosgosstrakh reported. It was assumed that the former owner of the insurer D. Khachaturov would receive a minority stake in the combined structure, but he never received a share. Officially, Otkritie Bank formalized control over Rosgosstrakh on August 28, 2017. Later, the Central Bank announced the reorganization of the bank together with the insurance company. Now the bank owns 96.66% in Rosgosstrakh.
At the end of 2017, the head of Otkritie and chairman of the board of directors of Rosgosstrakh, Mikhail Zadornov, stated in an interview with the Kommersant newspaper that theft reigned in the company from top to bottom. He admitted that losses in the field of compulsory motor liability insurance could affect the company’s financial results, but at the same time noted that the company “simply got burned by the fact that its business model does not correspond to today and was never aimed at bringing shareholders legal profit." “Apparently, Rosgosstrakh shareholders preferred to receive benefits from owning the company in some other way,” he said.
As reported, previously RGS Life was part of the Rosgosstrakh group. After Rosgosstrakh, along with Otkritie Bank, entered the perimeter of the financial recovery carried out by the Central Bank of the Russian Federation, it turned out that since 2016, the final beneficiary of the life insurer is Alkhas Sangulia. At the beginning of 2018, E. Giner announced that since November 2015, all rights to the RGS Life company belong to him.
The additional capitalization of Rosgosstrakh by Otkritie in 2017 reached 106 billion rubles, the insurer reported in its press release with reference to Nikolaus Frei, CEO of Rosgosstrakh.
Otkritie Bank abandoned the idea of merging Rosgosstrakh Bank, Otkritie Chairman of the Board Mikhail Zadornov said at a press conference. The strategy of the bank, which became the owner of the Central Bank as a result of reorganization, provided for a merger with Rosgosstrakh Bank following the merger of B&N Bank. The deal was supposed to take place in May.
Otkritie owns 85% of Rosgosstrakh Bank directly, almost the entire remaining share also belongs to it through Rosgosstrakh.
Rosgosstrakh Bank will be a separate bank with a focus on car enthusiasts; it has a good client base - 330,000 active retail clients throughout Russia, Zadornov said.
The bank’s balance sheet has been cleared, he said: 3.8 billion rubles were transferred to the bad assets fund (Trust Bank). loans and securities.
Initially, Otkritie did not intend to issue retail car loans or work with dealers or car manufacturers. But the bank saw demand in this segment. This is how the idea was born to create a separate bank for car enthusiasts, says Zadornov. Indeed, for many, a car is a way of life, an element of prestige and an attribute of leisure and work.
By 2022, the bank plans to issue 228 billion rubles. loans to individuals and occupy 10.2% of the car lending market, the bank will have 1 million customers, said Managing Director of Rosgosstrakh Bank Alexey Tokarev. According to Zadornov, it is planned to appoint him as chairman of the board; the documents are now being approved by the Central Bank. Tokarev headed the auto business department in " VTB 24", which was previously led by Zadornov.
According to Tokarev, the bank will also issue loans for the purchase of used cars; this market has great potential. According to forecasts, by 2022, 33% of all auto loans will be issued for used cars, he points out. In addition, the bank will issue loans in cash and credit cards, lend to legal entities related to the auto business. According to the plan, the portfolio of such loans should reach 48 billion rubles. by 2022
Rosgosstrakh Bank plans to open 700 points of sale in networks of partner car dealers, Tokarev said. The bank will also have 170 “light branches”; some of the current offices will be closed.
Zadornov considers these tasks feasible. The bank has a base of Rosgosstrakh - 40 million people, and the car lending market itself is highly competitive, the largest player has a share of no more than 13%.
Rosgosstrakh Bank will also attract funds from individuals and legal entities. But the basis of its funding will be interbank loans from Otkritie - their share by 2022 will be 79% of 293 billion rubles. obligations, the presentation says. Tokarev assured that the cost of loans from the parent bank will be “market price”.
If Rosgosstrakh Bank receives funding from its parent structure, then most likely we are talking about a single treasury, says Moody’s analyst Vladlen Kuznetsov. There are already cases on the market when a bank with cheaper funding redistributes liquidity between subsidiary banks by issuing interbank loans to them, he points out. For example, this is how the Societe Generale group works in Russia, which includes Rosbank, as well as Rusfinance Bank (specializing, among other things, in issuing car loans) and DeltaCredit (a mortgage bank that will be merged with Rosbank), concluded Kuznetsov.
In 2022, Rosgosstrakh Bank plans to earn 5.5 billion rubles. net profit and sell part of the shares. The bank will have to change a lot: in 2018, the loss of Rosgosstrakh Bank amounted to 7.4 billion rubles, according to its Russian reports. The bank earns mainly from investments in securities. More than 60% of its interest income (or 5 billion rubles) now comes from OFZs, as well as residents’ bonds, the reports say. The rest goes to deposits placed with other banks, and the bank receives only 16.8% of its interest income from lending.
