Belyaev and Neksis flew with “Discovery” for 14 billion rubles

The bankruptcy trustee of the bankrupt Otkritie Holding (OH) began the process of challenging the transactions – he filed two lawsuits against the companies of the ICT Group of Alexander Nesis. Nesis is also listed among the defendants, as is the former beneficiary of the holding, Vadim Belyaev, follows from Fedresurs data. In total, the bankruptcy trustee Maria Bulatova demands to recover 13.8 billion rubles from them. losses. Vedomosti got acquainted with copies of the claims themselves, Bulatova confirmed the essence of the claims.

The ICT Group (Nesis had 50% in it at the time of the disputed transactions) in June 2017, through a number of its structures, owned about 10% of the holding. Nesis and Belyaev had a long-standing business relationship, says Bulatova: despite a small share of ownership, the influence of the ICT Group on the Otkritie business was extremely high. Belyaev at that time owned 28.61% of the shares of OK. The fact of Belyaev’s control over the activities of the holding was repeatedly confirmed by Russian courts, and in the Central Bank he was called the key beneficiary of FC Otkritie Bank.

In August-September 2017, as follows from the lawsuits, OH entered into two large and at the same time unprofitable transactions for itself, the parties to which were the companies of the ICT Group. The first of them was concluded 12 days before the Central Bank took FC Otkritie for reorganization. In August 2017, the holding bought a stake in United Wagon Company (UWC) for RUB 6.53 billion. According to the lawsuit, the price was almost doubled. ICT and Belyaev managed to carry out the second deal when the temporary administration was already in the bank. As a result, the OH agreed to one of the structures of the ICT Group transferring its debt to the holding to a company owned by Belyaev, the lawsuit says. This caused damage by 7.3 billion rubles. – the new debtor did not pay the debt.

What happened to the owners of the

The last time Belyaev was mentioned among the shareholders of the holding was at the end of 2019 – he owned 19.9%, ICT structures were mentioned among the owners in the summer of 2017. At the end of 2021, the largest shareholder of OH was its former CEO Pavel Fedoseev (19.76%), follows from the company’s financial statements. Other beneficiaries include Bukharin (19.59%), VTB (9.99%), Velinio Holdings Ltd (9.99%, of which 8.32% is controlled by Cypriot Barbara Panaides), she held Velinio shares in July 2017 in favor of the three top managers of Otkritie – Dmitry Romaev (55.6%), Evgeny Dankevich (22.2%) and Alexei Karakhan (22.2%), it was said on the website of the Central Bank. 9.9% was owned by ZPIF Strategic Investments, whose beneficiaries in July 2017 were the leaders and co-owners of LUKOIL Leonid Fedun and Vagit Alekperov. Also, the holding’s shareholders were its former member of the board of directors Ruben Aganbegyan (7.96%), Open Investments JSC (7.19%) and ZPIF Resource (7.06%). Holders of less than 5% are not disclosed in the reporting.

The representative of the ICT Group confirmed that it was aware of the claims and notified of the claims, but declined to comment further until they were officially received. He did not disclose the current ownership structure of ICT.

In 2017, Belyaev intended to turn Otkritie Holding into one of the largest private financial corporations, whose key assets were FC Otkritie and Trust, as well as Rosgosstrakh. But the plans were not destined to come true: the holding already had financial problems at that time. As a result, the Central Bank took the banks for reorganization, and on the basis of Trust created a fund of non-core assets. It is Trust that is now the main creditor of the holding with claims of more than 950 billion rubles. (including RUB 375 billion purchased from FC Otkritie at the end of December 2022). This is 95% of the register of creditors, said the representative of the “Trust”.

Belyaev, after the reorganization of FC Otkritie, left Russia, and in 2021 it became known that he had Cypriot citizenship and changed his surname to Wolfson.

Neither Bulatova nor Trust disclose the amount of assets at the disposal of the holding. “Trust” supports the requirements of the bankruptcy trustee, says his representative: the funds withdrawn from the OH on unprofitable transactions settled in the offshore companies of Belyaev and his partners.

Deal with UWC

In August 2017, the holding bought 9.21 million UWC shares for RUB 6.53 billion. (709.65 rubles per paper) from the Cypriot Rebusia. This company, it follows from the lawsuit, was controlled by Nesis and Konstantin Yanakov, who is also the defendant in the lawsuit (he owned 3.8% of ICT).

The deal, the manager writes, was “obviously unprofitable” for Otkritie Holding, as it acquired shares at an inflated cost, and Nesis and Yanakov became the beneficiaries. The unprofitability in the claim is confirmed by the appraiser’s letter of value, to which the manager refers: the market price of the sold package of securities ranged from 3.4 billion to 3.9 billion rubles. The overpricing of UWC shares is also confirmed by the fact that in 2019 and 2021 The Bank of Russia officially reported on the facts of market manipulation with these securities for a long time – from October 2016 to May 2017 and in the period 2016–2019. In this regard, the lawsuit says, the price formed as a result of organized trading cannot be considered a market price.

Belyaev, Yanakov and Nesis (including through ICT) caused harm to the holding by their actions, the lawsuit states, as they knew that the deal was unprofitable: “having the actual ability to determine the actions of Opening Holding, they acted in bad faith” in relation to him.

The manager asks the court to invalidate the share purchase and sale agreement and collect jointly and severally in favor of the holding 6.53 billion rubles: from Rebusia 6.53 billion rubles, as well as from Belyaev, Nesis, Yanakov and IST 3.15 billion rubles. loss (difference between the actual price and the minimum valuation range). Since the holding currently does not have UWC shares (they have been transferred to Trust. – Vedomosti), after paying the specified amount, it will return their market value of 3.4 billion rubles to Rebusia. (by the minimum range limit).

Judges tend to consider the price formed at organized auctions as a market price due to the struggle between supply and demand, notes Vladislav Kholodkov, senior lawyer at the RCT consulting group. But the fact of price manipulation confirmed by the Central Bank can convince the court of the opposite.

What the ICT Group has

The key assets of ICT Holding Ltd, the parent company of the ICT Group, are concentrated in two areas – metallurgy and venture investments. The total assets of ICT Holding at the end of 2022 exceed $2 billion.

ICT Holding owns a 23.9% stake in Polymetal International Plc, one of the ten largest global gold producers.

ICT Holding invests in various technology companies in North America, Europe and the Asia-Pacific region. So, at the end of 2020, ICT Holding became a partner in the recently created closed venture investment fund Medical Excellence Capital Partners LP, registered in the United States.

Debt transfer

In the second lawsuit, in addition to Belyaev, Nesis and the companies of the ICT Group, Alexander Bukharin, the former CEO of Otkritie Broker, is named. Five days before the reorganization of FC Otkritie, he became one of the shareholders of the holding – he was sold his company Accles Holdings Limited by businessman Alexander Mamut, through which he owned 6.67% of the shares.

In 2015, the holding provided an unsecured loan to ICT Finance for RUB 3.07 billion. And on August 31 – two days after the introduction of temporary administration at FC Otkritie – ICT Finance, with the consent of the holding, transferred the debt to Emforsio Ventures. The latter, as stated in the lawsuit, was controlled by Belyaev. ICT Finance did not provide anything in exchange for transferring the debt to the new borrower: Emforsio never repaid the debt to Otkritie Holding, the document says. ICT Finance and Emforsio were later liquidated and the debt transferred to Accles. As stated in the lawsuit, Bukharin nominally owned the company – in fact, Belyaev controlled it.

As a result of such a paper transaction, the company of the ICT Group was released from the loan, in fact, without paying anything for it to the new debtor. Moreover, in 2019, Accles created the “appearance” of partial repayment of debt in favor of OH in the amount of 910 million rubles: the Cypriot company received these funds from the holding itself through a chain of transactions. This appearance was created by Accles “in order to hide illegal actions previously committed by the tortfeasors and to complicate the protection of the rights of the debtor,” the lawsuit states.

Belyaev and Nesis, having the actual ability to determine the actions of the holding, “acted in bad faith (or, at least, in the highest degree unreasonable) in relation to the OH,” the lawsuit states. Therefore, it is said there, the defendants must jointly and severally reimburse the holding for 7.31 billion rubles: 3.07 billion rubles. principal debt and another 4.2 billion rubles. in the form of accrued interest. The manager also asks the court to invalidate the Accles payment in favor of the holding for 910 million rubles.

It was not possible to contact Belyaev, Yanakov and Bukharin.

Chances of being challenged

In bankruptcy, losses are collected not only from members of management bodies and majority shareholders, but also from persons who had the actual opportunity to determine the company’s actions or the terms of transactions, Kholodkov says. Nesis may be one of those, but it needs to be proven. The first transaction will be invalidated if the manager proves the existence of harm, the pursued purpose of causing it and the knowledge of the other party, the expert says. The second transaction will most likely be declared invalid if they prove that the persons named in the lawsuit controlled the companies in the chain: they could not have known that the obligations would not be fulfilled.

The bankruptcy trustee has good chances to achieve satisfaction of claims, Oleg Khmelevsky, chairman of the A1 Bar Association, believes: transactions with companies affiliated with the controlling persons of the debtor are under special control. Defendants in such cases are subject to an increased standard of proof. In particular, the fact that transactions are concluded on market terms, the lawyer explains. Such a significant deviation of the price of transactions from the market will most likely result in their recognition as invalid, he believes.

If, as a result of studying the circumstances of the second debt transfer transaction, signs of theft of property (intent, causation, etc.) are found, the episode may well have criminal law prospects, Khmelevsky sums up.