Alexey Ananyev not only actually, but also formally lost control over Technoserv / Evgenia Novozhenina / RIA Novosti

Alexey Ananyev sold a Cypriot company through which he owned 10.01% of the large Russian IT integrator Technoserv Group, a representative of the businessman told Vedomosti. Ananyev remains the owner of 49.99% of Technoserv, but since last summer this package has been pledged to VTB , and in December 2018 the state bank sold the pledge for failure to fulfill credit obligations and took away all rights to dispose of this share, the representative of the businessman explained. Among them is the right to vote the share, sell it or transfer it, he added.

A representative of Technoserv forwarded questions to VTB . Technoserv, under the management of Ananyev's team, violated the terms of the loan agreement with VTB and the bank decided to collect the collateral, a VTB representative responded.

The law allows a situation in which the pledged share remains with the debtor, and all rights to it are exercised by the creditor, confirms Vasily Malinin, head of the commercial disputes department at the law firm Rustam Kurmaev and Partners. He calls such rights the rights to receive income from the share and the right to participate in the management of the company. The rights that the creditor receives, including in the event of non-fulfillment of credit obligations by the debtor, and the conditions for obtaining these rights are specified in advance in the pledge agreement, Malinin and BCLP partner Ivan Veselov are jointly and severally. Often the agreement specifies that the creditor can limit or prohibit the resale of the pledged share, Veselov adds. The creditor can also completely remove the debtor and vote with the share instead of him or leave the debtor the right to vote on the operating activities of the company, but not on fundamental issues - transactions, issues of changing the authorized capital, liquidation of the company, he gives examples. Ananyev’s representative called the terms of his agreement with VTB confidential information: “Another issue is that the terms of the credit obligations changed after the agreement was signed, and the creditor created conditions that made it impossible to fulfill them.”

Information that the terms of the loan agreement between VTB and Technoserv changed after the agreement was signed is absolutely not true, a VTB representative stated.

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VTB has been managing Technoserv alone since December, Ananyev's representative emphasizes. In order for 49.99% of Technoserv to formally become the property of VTB, the bank needs to contact the FAS and approve the deal. Ananyev cannot influence this procedure and does not know why it has not been carried out yet, his representative claims. The FAS representative did not respond to the request.

For the sale of 10.01% through the Cypriot Anavoya Holdings Limited, Ananyev received a "symbolic" 1,000 euros, his representative said. The buyer was Contemporary Solutions from the British Virgin Islands (BVI), whose ultimate beneficiary Ananyev's representative could not name, and Vedomosti was unable to establish from open data. According to Vedomosti's source, the deal took place in July 2019. However, according to the Cypriot registry, Contemporary Solutions acquired Anavoya in December 2018. "We do not know how the shares were transferred in December, we did not receive any notifications, and we complied with all legal procedures," Ananyev's representative said.

Until 2018, Technoserv belonged to brothers Alexey and Dmitry Ananyev. In February 2018, shortly after the collapse of their Promsvyazbank, they announced the division of assets - 100% of Technoserv then went to Alexey Ananyev. In June 2018, he sold 40% of Technoserv shares to VTB .

When selling a share for a symbolic sum in the BVI jurisdiction, there is a possibility that the businessman has entered into a deal with a structure controlled by him, formally or informally, warns Anastasia Savelyeva, a partner at Saveliev, Batanov & Partners. Retaining 10% in the company could allow him to block approval of interested-party transactions and some decisions that, by law or according to the company's charter, can only be made unanimously, she points out.

In December 2018, VTB removed Ananyev from managing Technoserv. “Alexey Ananyev and his management made a number of gross mistakes, bringing the company to a pre-bankruptcy state: delays in salary payments, an increase in the size of accounts payable, and an inability to work with bank debt,” a VTB representative claimed at the time.

And in July 2019, the bank called the investigative actions in Technoserv offices "the result of the work of the previous management." Then Technoserv manager Alexey Kopeikin was detained, a day later the court arrested him on suspicion of acting as an intermediary in bribery on an especially large scale. "The detention of Alexey Kopeikin is one of the steps in the process of restructuring the company and getting rid of personnel with a dubious reputation," a VTB representative commented at the time.

Disclaimer: VTB comment added.

Alexey Ananyev lost control over Technoserv