“Transneft Invest” section “Rosseti”
The energy company refused to voluntarily redeem the bonds after joining FGC UES.
On July 18, the Ninth Arbitration Court of Appeal exacted 1.86 billion rubles in favor of the management company (UK) Transneft Invest. nominal value of the bonds of Rosseti, follows from the file cabinet. The issuer must also pay the accumulated coupon income, but its amount is not known, since in the next two months Rosseti has the opportunity to appeal against the court decision.
The right to early repayment arose from the UK after the reorganization of Rosseti and the merger with the Federal Grid Company of the Unified Energy System (FGC UES), which ended on January 9. Rosseti refused to redeem the papers otherwise than in court.
In April, the Moscow Arbitration Court also took the side of Transneft Invest, satisfying its claim. The defense of Rosseti in the case cited the strategic status of the company as a reason not to redeem the papers, but the court rejected this argument as violating the principle of equality of all before the law. The energy company also stated that as a result of the reorganization, its ability to service debt does not deteriorate and the rights and interests of bondholders are not violated. The court did not accept this argument either, referring to paragraph 2 of Art. 60 of the Civil Code, according to which the basis for the plaintiff’s right to demand early fulfillment of an obligation is the very fact of reorganization, and not its consequences.
The court also did not accept all other arguments of Rosseti, because they “are refuted by the case materials, are based on an incorrect interpretation of the law, and do not correspond to the actual circumstances of the dispute, the current legislation.”
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, Vedomosti wrote. According to Ilya Vinokurov, a member of the Association of Bondholders (ABO) and one of the holders of the securities of Rosseti, 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.
Now the court is considering five more similar lawsuits against Rosseti for a total of 20 billion rubles. In addition to Transneft Management Company, it is aware of the claims of SIAB Bank (the amount of claims is 40.07 million rubles), Ronin Trust Management Company (196.51 million rubles), First Management Company and Ingosstrakh Investments Management Company (the amount of claims both are unknown).
On June 1, the cassation instance of the Arbitration Court of the Moscow District satisfied the complaint of Rosseti and returned the case on the claim of SIAB bank for a new consideration. 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, in which it said that when considering disputes over early redemption of bonds in connection with the reorganization, the financial condition of the issuer, the goals of the reorganization and the behavior of the participants in the dispute. At a new consideration of the case, the court will examine this letter.
In addition to institutional investors, four individuals are seeking early redemption of Rosseti bonds, all of them are members of the AVO. In May, the Kuntsevsky District Court of Moscow fully satisfied the claim of two investors, but Rosseti protested the decision. The sum of the plaintiff’s claims in the first of these cases is 5.05 million rubles; in the rest, the amounts are not known.
Vedomosti sent inquiries to Rosseti and Transneft hzikhidtidekrt invest.
