Bank Tochka, 90% of which will soon be sold by Trust, unexpectedly changed its minority shareholder. Previously, through Catalytic People Limited, 9.9% belonged to the founders of Tochka, and now the owners of the S7 Group, the Filev family, have received a share. According to Kommersant, Tochka’s charter provides for the priority right of a minority shareholder to consolidate 100% of the bank. At least six serious players claim the main share, but the Filev family will theoretically be able to get the “Point” at the price set at the auction, bypassing competitors.
Information about the change in ownership of Catalytic People Limited is published in the commercial register of Cyprus (Kommersant has an extract). The company, previously owned by the founders of Tochka Bank Boris Dyakov and Eduard Panteleev and owning 9.9% of the shares, has now been taken over by Invest finance LLC. The latter, according to the Unified State Register of Legal Entities, belongs to Tatyana Fileva. Vladislav Filev also appeared among the directors of Catalytic People.
Vladislav Filev (49.94%), his daughters Tatyana and Maria (25.03% each) are the owners of S7 Group. The S7 press service confirmed to Kommersant that its shareholders had acquired Catalytic People Limited, refusing to comment further. Boris Dyakov only confirmed the deal. The parties did not disclose the price. “I believe that in March 2023, 10% of Tochka is worth about the same as at the time Otkritie Bank sold 90% plus 1 share to Trust for 20.9 billion rubles,” says Ilya Zharsky, managing partner of the Veta expert group .— That is, 10% can be estimated at 2–2.3 billion rubles.”
Tochka JSC is a banking company for working with small businesses (received a universal license from the Central Bank on January 10). In March 2022, Tochka changed its main shareholder – FC Otkritie sold 90% of its shares to Trust Bank. In December, it became known that Trust was negotiating the sale of Tochka.
“We do not have documents confirming the change of the beneficiary of the minority shareholder,” Trust told Kommersant. “But even in this case, the strategy for the asset will not change. Bidding for the sale of Tochka is planned for 2023. Terms have not yet been determined.”
Kommersant’s sources claim that there are already at least six contenders for 90% of Tochka: Alfa-Bank, Tinkoff, Sovcombank, Uralsib, Qiwi and Yandex.
According to them, the auction is planned to be held in April-May, the initial cost of the package will be set on the basis of an estimate of 25 billion rubles. for 100% “Points”. The main interest for buyers is “the bank’s technologies, a properly built chat with clients, a team, a client base,” Kommersant’s sources say in the market. “Over the past couple of years, Tochka has grown by about 1.5 times, now the bank has about 300 thousand customers,” says one of Kommersant’s interlocutors. “This is partly the effect of weakening the bank’s compliance control, but still we are talking about loyal customers.”
Kommersant’s interlocutors argue that a change in the minority shareholder could seriously affect the sale of Tochka. According to them, the company’s charter contains the pre-emptive right of Catalytic People Limited to buy out the main share. Thus, whoever wins the auction, the Filev family will be able, if they want, to receive a package at the price formed at the auction. “The right of first refusal is one of the most effective methods of protecting the founder and shareholders from hostile takeovers, as well as preventing corporate conflicts,” says Yury Fedyukin, Managing Partner at Enterprise Legal Solutions.
“Taking into account the fact that Tochka earned 6 billion rubles last year. and against the backdrop of rising expectations for the restoration of the financial system, now is a very good time to sell the bank,” said Dmitry Kurbatsky, managing partner of FG Dmitry Donskoy.
According to him, the starting price of the auction is 25 billion rubles. attractive to potential buyers. If it does not grow very much, the deal can be paid back in just three years, the expert notes: “Tinkoff and Alfa-Bank look like the favorites, the price may increase from 22.5 billion rubles. for 90% to 30-32 billion rubles. At the same time, I would not exclude Mr. Filev from among the potential buyers of the entire bank.”