On June 1, the Court of Cassation of the Arbitration Court of the Moscow District satisfied the complaint of Rosseti and returned for a new consideration the case on the claim of SIAB bank, one of the holders of the company’s bonds. The Court of Appeal had earlier granted the bank’s claims for 40 million rubles, while the first instance sided with the issuer. But, according to a Vedomosti correspondent from the courtroom, during the meeting it turned out that the total amount of claims against Rosseti from institutional bond holders is 20 billion rubles. This was stated by a representative of the company. In total, according to him, six cases against Rosseti are being considered in arbitration courts. Three claims in the first instance, two in the appeal and one in the cassation. All court hearings were adjourned pending a decision in the SIAB case.
In addition to institutional investors, four individuals are seeking early redemption of Rosseti bonds, Vedomosti wrote earlier. They are all members of the Bondholders Association (ABO). In May 2023, the Kuntsevsky District Court of Moscow fully satisfied the claim of two investors. The sum of the plaintiff’s claims in the first of these cases amounted to 5.05 million rubles; in the remaining cases, the amounts are unknown.
In September 2022, the shareholders of Rosseti announced the reorganization by joining the Federal Grid Company of the Unified Energy System (FGC UES) – it was completed on January 9. The merged company was named Federal Grid Company – Rosseti.
During the reorganization of the issuer, bondholders can demand their early redemption at par value in court (paragraph 2 of article 60 of the Civil Code) – in many cases this price is higher than the current value of securities in the secondary market. According to Ilya Vinokurov, a member of the ABO and one of the holders of Rosseti’s securities, other issuers in such cases calmly negotiate with investors in a pre-trial order. Rosseti, on the other hand, decided to sue in order to complicate the procedure for collecting funds and reduce the amount of claims made, he believes.
During the meeting on June 1, the defense of Rosseti noted that in May 2023, the Bank of Russia sent a letter to the company, where it said that when considering disputes over the early redemption of the nominal value of bonds in connection with the reorganization of the company, the financial condition of the issuer, the goals reorganization and behavior of the parties to the dispute. In its cassation complaint, the defense of Rosseti indicated that as a result of the reorganization, the rights and interests of bondholders were “in no way” violated, and the financial condition of the company remained stable. But the representative of SIAB did not agree with this thesis: according to him, on May 31, the board of directors of Rosseti recommended the annual meeting of shareholders not to pay dividends for 2022. On June 1, it became known that Rosseti planned to increase the authorized capital by 120 billion rubles. by issuing additional shares. According to the representative of the bank, this “definitely indicates the lack of funds” in the company.
The decision of the cassation instance is quite unexpected, believes Forward Legal lawyer Yevgeny Zubkov, while he regards the decision of the appeal as correct from the point of view of the application of substantive law. The lawyer also drew attention to the fact that the case was sent for a new trial to the court of appeal, and not to the court of first instance, as is most often the case. This may indicate that there were procedural violations in the decision of the appeal, which the court will have to eliminate.
