Krediidipank general meeting of shareholders, yesterday, resulted in a bank with two governing councils. With Bank of Moscow votes, the bank was elected a new council – not recognised by other shareholders, however. Thereby, in the eyes of majority holder Bank of Moscow, the bank has one council; in the opinion of former council members – another.
Krediidipank chairman Andrus Kluge said it was difficult for him to assess what’s coming. This morning, the bank again opened doors and serviced his clients. «Depositors have nothing to fear from the feud between shareholders,» announced the Financial Supervision Authority.
In the council elected by Bank of Moscow, Mr Kluge and minority Krediidipank shareholder Ain Soidla have been replaced by sworn advocate Ain Alvin and Bank of Moscow employee Aleksandr Yashkin.
How come the confusion? Bank of Moscow did the same trick as Mr Kluge this spring. Namely, BofM announced that three Krediidipank minority shareholders, OÜ Firmex (Kluge and Soidla), RLS Finance (Riccardo Tattoni) and OÜ Radio Elektroniks (Timur Djakov) no longer possess voting rights. Their voting rights fell from 23 per cent to 10.
As assessed by BofM, the said three enterprises act united, having a common shareholding in the bank. Therefore, as any holding exceeding 10 per cent needs approval by Financial Supervision Authority (FSA), they only have voting rights up to 10 per cent.
To interject: this is how Mr Kluge’s camp treated BofM this spring. Then, the general meeting decided BofM could not use its votes – not possessing permit by FSA.
At that time, FSA had indeed issued permission to BofM to have such holding; however, Mr Kluge and his companions having contested the permit in court, the court had suspended the permit by preliminary legal protection.
The claim that Kluge, Soidla, Tattoni and Djakov act together was substantiated by BofM by that very court case. As they sued together, it follows they actually own joint assets. The Krediidipank general meeting, starting at 11 am, lasted to about 4:30 pm. In the morning, journalists were not allowed in, stopped by security guard. An hour and a half into the meeting, however, Mr Kluge called for all journalists to join the meeting. «Bank of Moscow has hijacked the Krediidipank general meeting,» he said, calling for public help. By then, it had been decided to cut voting rights of minority shareholders.
Mr Kluge noted that to enforce the council elected by them, BofM needed three signatures: by Aivar Leismann chairing the meeting, recorder thereof Aase Sammelselg, and notary Tea Türnpuu. Ms Sammelselg is Krediidipank's lawyer. Mr Leismann, however, is chair of the meeting elected by BofM. Will there be three signatures on the minutes? Hard to say...
As at last night, FSA and BofM were unavailable for comments.
Mr Kluge said the council chaired by him gathered at the bank this morning, for a usual working meeting. It is not known how the council elected by BofM intends to stand for its rights. Maybe, power play via security companies will be engaged, true to Russian business culture.
Mr Kluge confirmed he would have recourse to courts and demand cancellation of the general meeting thus controlled by BofM. According to FSA, should shareholders fail to adhere to injunction by them regarding removal of Mr Kluge and Mr Soidla, the inspection will have recourse to courts. Mr Kluge and his partners are in power struggle for Krediidipank since start of 2011, as BofM changed hands. Following merger with the Russian banking group VTB, former BofM chief Andrei Borodin fled to London.