Bank President Oleg Shigaev Does Not Want to Return BTC Shares / E. Kuzmina / Vedomosti

OJSC "Baltic Bank"

Universal bank. Main shareholders (as of September 30, 2013): Oleg Shigaev and Andrey Isaev (49.9% each). Financial indicators (RAS, nine months of 2013): assets - 86.8 billion rubles, capital - 6.8 billion rubles, net loss - 241 million rubles.

Last week, the Board of Directors of OJSC "Baltic Bank" decided to submit for consideration at an extraordinary meeting of shareholders the issue of increasing the authorized capital by placing additional shares. The meeting is scheduled for December 27. The price of the additional issue is 40 rubles per share. The bank refused to disclose its other parameters. Four of the seven directors (57.14% of the total number of votes) were present at the board meeting; they voted for the issue, according to the materials. The bank's representative did not name the participants of the meeting.

There is no agreement on the board of directors of the Baltic Bank. Three of its members - Andrey Isaev, Marina Drobiazko and Maxim Verzhak - tried to challenge the board's decision of June 28 (the agenda included the election of management bodies), but the court rejected them.

The bank's president, Oleg Shigaev, and the founder of the Petersburg Real Estate Agency (PAN), Andrei Isaev, who owned the bank through Baltic Trading House (BTD), also cannot come to an agreement. In June of this year, the bank announced that BTC had withdrawn from the list of shareholders, and that Isaev and Shigaev owned the shares directly. In October, the Moscow Arbitration Court ruled the transfer of shares to Shigaev illegal (see inset). Shigaev filed an appeal.

Representatives of PAN and the Baltic Bank declined to comment on Friday.

This summer, the Baltic Bank announced an additional issue of 16.6 million shares with a par value of 10 rubles and an offering price of 108 rubles per share, according to the bank's materials. This issue did not take place, says a source at the bank.

The capital adequacy ratio of the Baltic Bank is low, there is a deficit of reserves, this requires active actions to recapitalize it, says the head of the analytical department of the BFA bank Denis Demin. The bank was a stable business, but the conflict between shareholders is not good for it, the additional issue is needed to divide the assets, an agreement on this between Shigaev and Isaev was reached a long time ago, says a source familiar with the situation in the bank. The additional issue is happening against the background of attempts by individuals who own equal shares to obtain a dominant package, notes one of the banking experts.

It is not a fact that the decision of the board of directors will be approved by the shareholders' meeting, for this the consent of all shareholders is needed, after which they will receive the right to buy new shares in proportion to their shares, says Denis Kachkin, managing partner of Kachkin and Partners. In banking conflicts, the use of additional issue to increase the authorized capital is a common practice and in this case the advantage is on the side of the management, which has access to the bank's funds and, in fact, can lend itself to buy shares, the lawyer adds.

57% of votes for the issue