Imagine that you have come to the market and bought a kilo of apples for $ 100. We do not have time to move away from the counter, as the next customer came and asked for three kilograms of apples of the same, and the seller, for whatever reason, took with him only 50. You think that the seller is not only deceived you, but yourself? Then you do not understand is, how to construct the economy of state companies in Russia and "Gazprom" you better not send resume. This assumption can make the reporters of "Novaya Gazeta" and OCCRP, who for months have investigated two stories about the acquisition, "Gazprom" major assets.
At first glance, the events may seem daunting canvas: here we will talk about mergers and acquisitions transactions on exchange transactions with the shares of Russia's largest companies, about offshore companies from the British Virgin Islands and the Cayman Islands and other technologies in the financial world. But no matter how intricate these schemes may seem, their idea is simple: the same product several times transferred from private hands to the state, while the privileged buyers pay each time cheap and win, and the state - expensive and losing. These stories about how the resale of the same thing brings "favorites" - the billions, and taxpayers - damages.
And, despite the fact that the transactions took place at different times in different regions of Russia, won them one and the same person - people from the entourage of President of Russia and the top leaders of "Gazprom" relatives.The transaction number 1: Trade "Russia"
The story of how one and the same asset, contrary to all laws of economics, changes its value depending on who buys it, and the government loses this twice.
Possible loss of "Gazprom" - 5 billion rubles.
Today, the once modest size bank "Russia" is known worldwide as the "friends of Putin" bank. After the annexation of Crimea to Russia and the war in the South-East of Ukraine, "Russia", together with its major shareholders - Yury Kovalchuk, Gennady Timchenko, Nicholas Shamalova - one of the first hit in the sanctions lists. "Well, these are my friends. I am proud that I have such friends. They are absolutely patriotic people, their business is focused on our country ", - said Vladimir Putin on victims at the St. Petersburg International Economic Forum in 2014.
However, not all of the transaction, which was involved in the "Russia" bank, proved beneficial to the country, at least for its main state-owned company - "Gazprom".Absorption
In 2010, "Russia" has absorbed the former Bank of "Gazprom" - Gazenergoprombank (GEO). The deal was a key to the bank's "friends of the President": thanks to it the assets of "Russia" and the amount of equity capital more than doubled by the end of 2010 (from 98 billion to 256 billion and 8 billion and 20 billion, respectively, according to the ranking of "Interfax "). This event allowed the once-humble bank to enter the top 20 credit organizations in the country and become an important player in its financial system.
GEO was established in 1996 and belonged to the structures of "Gazprom". The bank mainly worked with companies "Gazprom Mezhregiongas", are engaged in transportation and sale of gas on the territory of Russia. Until 2010, the EFG was one of the key branches of banks.
But in March, the board of directors of "Russia" and a gap of banks approved the merger. In the course of the transaction, "Russia" is not paid to the shareholders of gap (the company "Gazprom") a penny, and issued as consideration additional shares. This form of transaction is common enough, but it is usually absorbed by the bank's shareholders agree to the non-cash benefits in the event that derive a significant share of the combined business or suggest that the shares of the merged bank will bring good returns in the future. But in this deal, "Gazprom" company did not get either one or the other.
Based on the reporting of both banks, on the eve of the absorption of the assets and equity of a gap was more similar indicators "Russia." However, when a merger results were made public, it turned out that "Gazprom" company received in the combined bank a total of 16%.
"Novaya Gazeta" has shown the documents related to the merger, the three independent banking analyst, and they suggested that if the reports were correct, the state-owned companies were to receive several times larger package.
The reporting of "Russia" stated that the price of the former "Gazprom" of the bank amounted to 14 billion rubles. To pay this amount, "Russia" has released 420 thousand. Of its shares. Thus, the market value per share amounted to 33 thousand rubles, and the entire bank -. Almost 70 billion rubles. "Russian" appreciated not only five times more expensive than a gap, but several times more expensive than other Russian banks, which at the time significantly superior to "Russia" in all respects. Why the bank was so expensive for the state-owned company?
In the most "Russian", as in "Gazprom", the questions of "Novaya Gazeta" refused to answer. But in 2010, when analysts were surprised to discussing the results of the merge, the representatives of "Russia" reported by "Kommersant" newspaper that "conversion ratio of shares approved by the shareholders on the results of independent evaluations of both structures, which were carried out by PricewaterhouseCoopers and the" Deloitte CIS "; in assessing the market value of shares taken into account all of the assets of each of the members of association. " The same opinion is shared by "Gazprom". "These factors we consider fair and expressed this opinion on Gazenergoprombank board of directors", - said the director of "Gazprom Mezhregiongas" Kirill Seleznev.
However, subsequent transaction of the same "Gazprom" say the same shares "Russia" that the state company lost from these operations: the bank, which has cost so dearly to "Gazprom", suddenly at times fell when its shares decided to buy a relative of board member gas monopoly.Brotherly deal
People working in "Gazprom", according to Kirill Seleznev second most powerful man in the gas company after Alexei Miller. Selezneva career developed rapidly. When he was 25 years old, he has worked mainly "specialist in investment activity coordination" in the sea port of St. Petersburg. At the same time he worked in the port, and the future head of "Gazprom" Alexey Miller. Since then, Miller's career and Seleznyov went up the hill together. In 1999, Miller led the Baltic Pipeline System, and Seleznev there became head of the tax group of companies. And finally, when in 2001, Miller became the head of "Gazprom", Kirill Seleznev became his assistant. While Seleznyov was 27 years.
Compromat.RuAlexey Miller (center) and Kirill Seleznev (right)Kirill Seleznyov could become an excellent example of a slogan of "Gazprom" - "Dreams Come True!": Official salary - millions of dollars, the status, powers ... Only here the state-owned shareholders, ie the taxpayers, hardly dreamed about all transactions executed them.
It is headed by a gap Kirill Seleznev board of directors, when the bank was estimated to be five times cheaper, "Russia" and is absorbed by it. And it was Kirill Seleznev was responsible for the deal, three years later, in 2013, when "Gazprom" has sold shares of "Russian" to private investors, but at half the price.
The main shareholder of a gap before the merger was the company "Gazprom gas distribution", which manages the gas distribution companies in Russia. As a result of the merger of a gap and "Russia", "Gazprom gas distribution" received about 12% of the shares in the merged bank. And in 2013 this package was sold to two companies, "Oberon Estate" and "Overpas-Invest", belonging to the unknown while young entrepreneurs from St. Petersburg.
One of these businessmen was Ivan Mironov. It is through a long chain of offshore companies owned by "Oberon Estate"; it is directly attributable to minority interest in "Overpas-Invest". While the personality of Ivan Mironov was a mystery how a little-known businessman in the 29 years has become one of the largest shareholders of the bank's most loyal people President of Russia?
But in 2014, "Novaya Gazeta" failed to prove that the mysterious investor Ivan Mironov - half-brother, a member of the Board of "Gazprom" Kirill Seleznev.
Compromat.RuModest billionaire
Despite the fact that Mironov in his youth already manages a business with a turnover of billions of rubles, some of his friends, and have not heard that he is an important man. "I did not know that he was a big businessman. On it you will not tell - shares his impressions on his familiar Mironov. - I would say that he is no different from other men of his age. He was very careful in choosing friends forever. In nightclubs it is not exactly meet. He does not go to such places. " According to accounts in social networks, Mironov did not lead a life "golden youth": it does not have pictures on the background of luxury yachts or expensive sports car, you will not see it surrounded by a centerfold. Although maybe he just does not like to share with all of some aspects of his life.
Business Ivan Mironov mainly associated with "Gazprom", which employs his brother. Do they affect the relationship under the terms of trades? Mironov himself denies it, and Kirill Seleznev did not want to deal with the "New": less than a minute after we sent the questions in "Gazprom mezhregiongaz," a company spokeswoman said: "I do not comment." But judging by the public statements that only the sale of shares "Russia" could lead to the loss of "Gazprom" in the amount of 5 billion rubles.
If the assessment of bank "Russia" was fair in 2010, the package of "Gazprom gas distribution" (12%) was worth about 10 billion rubles. However, in the annual accounts for 2013 the state company indicated that it had sold the shares for 5 billion rubles, that is two times cheaper. This would not have been strange if the bank "Russia" for the period of three years has shown poor results. However, it was exactly the opposite. By 2013, assets, shareholders' equity and net income, "Russia" increased several times in comparison with 2010. So, when the bank was still "small", it turned out to be expensive for the state-owned company, and when the bank became "big" - he suddenly doubled fell relative to state-owned top manager.
Ivan Mironov does not see any contradiction: "Shares" Russian "Bank were acquired at market value with all the necessary procedures." Mironov also claims that his brother had no relation to the transaction, although the decision to sell shares "Russia" took the board of directors "Gazprom gas distribution", which was led by Kirill Seleznev.The transaction number 2: "Ping Pong" shares
The story of how it is possible for only a year to buy, sell and buy back the same thing as to favorites - have earned billions, and the government - had lost billions.
Possible loss of "Gazprom" - 5 billion rubles.
"Gazprom Salavat neftekhim" (STS) - One of Russia's largest petrochemical complex, which includes an oil and gas and chemical plants. It produces gasoline, diesel fuel, fuel oil, butyl alcohols, mineral fertilizers. From the activity of the plant largely depends on the welfare of the whole city - Salavat, where it is located and where provides most of the jobs.
History of the privatization of the complex began 10 years ago, in 2006. Then, 54% owned GNS Property of Bashkortostan, and governed by this package "Gazprom" under a contract of trust management. Interests of "Gazprom" represented all the same Kirill Seleznev, who led the STS board of directors. But the gas monopoly, has repeatedly expressed a desire to get the company shares in the property.
At the end of 2006 of Property, even organized a competition for the sale of shares in STS, but then he was suddenly canceled. Instead, the package was handed over to a subsidiary of Property Balance - JSC "Regional Fund". So the government got rid of the need to hold the competition.
And in April 2007 the Gazprom structure "Bashkirgaz" has acquired 54% of the SOT at the "Regional Fund" for 19 billion rubles. It would seem that the old dream of "Gazprom" to obtain control over the petrochemical complex in Salavat true. But then there was something strange.
In July 2007, CJSC "Leader", the company that manages the pension fund "Gazfond", published a mandatory offer to minority shareholders of STS. This proposal should, instead of "Bashkirgaz" became the owner of 54% of the "Leader". That is, the "Gazprom", so persistently trying to gain control of the STS, got rid of the package in just a few months after its purchase. "Leader" has paid for the share of 19.6 billion rubles. At the same time associated with the "Leader" Management Company "AGANA" has acquired about 17% of STS have not connected with "Gazprom" shareholders. While the "Leader" owned by the bank "Russia" (through an insurance company "SOGAZ").
What is "Leader"?"When we talk about" Leader ", then we look at a very complicated and complex scheme", - says the former Deputy Minister of Energy of Russia, Vladimir Milov, who, along with Boris Nemtsov researched bank acquisitions circumstances "Russia" assets "Gazprom". According Milov, "Leader" is not important in itself as a company that makes a profit, but as a structure, which manages pension money "Gazfonda". "In fact, they <the owners of the" Leader "> have a bag of money, which they do not own, but which can be used to buy other assets. For example, in 2007 on the money "Gazfonda" Kovalchuk took control of Gazprombank - one of the largest banks in the country. That is formally owned by Gazprombank "Gazfond", but operational control was in the hands of Kovalchuk. And their bank's management to decide who, for example, to give favorable loans. When you have control of the enormous financial flows, ways of getting from this profit can be a lot, "- concludes Milov.
In the case of STS investment "Leader" would seem unsuccessful. In 2008, the global economic crisis broke out, and the value of the shares of STS with the capitalization of the company collapsed. If at the beginning of 2008 the company shares traded at 122 dollars apiece, by the end of the year for $ 65, and the capitalization declined from 2.3 billion to 1.2 billion (according to the quarterly reporting SOT). But the "friends of the president" is not used to losing. They came to the aid of "Gazprom". By the end of 2008, the state company bought 50% of the different parts of the STS in the "Leaders" and "Agany", that is regained almost the same package, which sold a year ago.
"Gazprom" followed by one of the main rights of investors - "Buy on bad news", but in the opposite sense: the bad news usually involve low cost, state-owned and not stingy. Shares STS fell in price, but "Gazprom" bought them for about 80-85 dollars apiece. According to the calculations of the "New", "Gazprom" could lose at this "ping-pong" with shares of around 5 billion rubles. (When in 2007 "Gazprom" to sell the package "leaders", he was paid per share in 1945 rubles, that is 54% cost about 19.6 billion rubles. Once a year "Gazprom" has bought back 50% of the "Leader" and "Agany "he paid per share already in 2260 rubles. and in 2011 the state-owned company has become even a small fraction of the STS and paid per share already 5400 rubles. Thus, the same 54% that" Gazprom "owned in 2007, cost him early as 25 billion rubles.)"Insider"
In the midst of strange transactions with shares of STS, as they passed from the state to private hands, then returned back to the entity from Salavat a mysterious minority shareholder. In summer 2007, a Cypriot company Altria Industries acquired the shares of the three Russian firms, each of which, in turn, owned a small stake in STS. In total, the structure of Cyprus managed to accumulate about 15% of the SOT.
In April 2008, Chairman of the Board of Directors of the STS Kirill Seleznev met with the President of the Republic of Bashkortostan Murtaza Rakhimov and told him that "Gazprom" plans to invest in the GNS 105 billion rubles for the development and modernization of the complex. At a time when Seleznyov gave these promises, were the main owners of the SOT structure of bank "Russia". Why state-owned company representative so concerned about private enterprise? A possible answer came a month after the meeting.
In May 2008, Altria Industries transferred its stakes in Russian companies to another Cyprus company - Elandirix Holdings. According to the Cypriot Commercial Register, the ultimate owner Elandirix Holdings was the same Ivan Mironov, the half-brother Kirill Seleznev.
On the question of the "New" about investing in SOT Mironov he said that he was "this is not known." Then we sent him an extract from the Register of Cyprus and asked to clarify whether contained in these documents false information. But this time, Mironov said.
In 2009, three Russian firms were merged into one under the name "Prombiznesinvest"; it is passed and 15% of the SOT. In the same year Elandirix Holdings turned 6% of STS directly. Thus, Mironov accumulated about 20% of the petrochemical complex.
Brother of "Gazprom" top manager was successful and astute investor. While the "Gazprom" is regaining control of the SOT, buying in 2008 the share of other shareholders, Mironov held the package up to the very end. And not lost.