Details of the false bankruptcy application for St. Petersburg Exchange became known

The fake bankruptcy application for St. Petersburg Exchange stated that it had multimillion-dollar debt to banks. The site refutes this information and continues to prepare an appeal to law enforcement agencies

The application for bankruptcy of the St. Petersburg Exchange, which the platform itself called fraudulent, filed in court in November, spoke of “overdue debt” to Sberbank and VTB in the amount of 435 million rubles. — this is precisely what became the basis for the request to declare the company insolvent. In addition, it stated that due to sanctions, the exchange would not be able to fulfill its obligations. RBC got acquainted with the statement filed in court, which led to a sharp collapse in the site’s shares and to which it promised to attract the attention of law enforcement agencies.

Two sources close to the investigation into the claim confirmed the authenticity of the document. The exchange itself emphasizes that it has no such debts, and “the signature and seal [on the application] were compromised.”

How the situation with the statement of “bankruptcy” of the exchange developed

At the beginning of November 2023, the St. Petersburg Exchange came under blocking American sanctions , which led to the suspension of trading in all foreign securities presented on the site. Currently, only Russian instruments are traded on the St. Petersburg Exchange. According to the assessment of the head of the Bank of Russia, Elvira Nabiullina, which was confirmed by the exchange itself, due to US sanctions, Russian assets worth about $3 billion were frozen. At the beginning of January 2024 , the platform sent OFAC a strategy for unlocking these assets.

On November 24, 2023, the Moscow Arbitration Court registered a bankruptcy petition for St. Petersburg Exchange. On the morning of November 27, telegram channels and news publications drew attention to him. But the site itself reported that it had not filed this application and had no signs of bankruptcy, and the documents submitted to the court were fake. The exchange said it would contact law enforcement agencies and “initiate an investigation into the case of forgery of documents and unlawful filing of bankruptcy applications by attackers.”

On the same day the application was returned by the court. But news of bankruptcy led to a collapse in the shares of the St. Petersburg Exchange - they fell by 35%: if at the close of trading on Friday, November 24, 2023, the shares of the St. Petersburg Exchange were worth 98 rubles, then on November 27, after information about the bankruptcy filing appeared, the quotes immediately collapsed up to 63.8 rub. After the publication of the refutation, prices rebounded and by the end of the trading day, shares of the St. Petersburg Exchange were already trading at the level of 87.5 rubles.

At the end of the trading day on January 12, exchange quotes were around 94 rubles. per share, and before the imposition of US sanctions its securities cost about 160 rubles.

What does the application to the court say?

The applicant in the document indicates the St. Petersburg Exchange itself, it also bears a seal imprint, reminiscent of the old-style seal of the platform (samples of seal imprints are presented in the St. Petersburg Exchange’s reports for different years, which were studied by RBC), and allegedly the signature of the general director of the site, Evgeny Serdyukov.

The statement says that as of mid-November 2023, the site had an overdue debt to Sberbank in the amount of 245 million rubles. (with a total credit line of 1.5 billion rubles, opened in November 2020) and to VTB in the amount of 190 million rubles. (with a total line of 900 million rubles, opened at the same time), which became critical for the financial position of the exchange after it came under US sanctions. “The main income of PJSC SPB Exchange was generated through the activities of organizing trading in financial markets, however, the inclusion of PJSC SPB Exchange in the American SDN list by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC) actually led to the impossibility of carrying out statutory activities, and, consequently, making a profit (the spelling of the document is preserved here. -), part of which was sent to fulfill obligations under the above loan agreements,” wrote the drafters of the document.

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“Currently, the degree of criticality of the situation of PJSC St. Petersburg Exchange objectively indicates the impossibility of continuing normal business operations, overcoming financial difficulties within a reasonable time, and also forming an economically sound plan to overcome this situation,” the statement concludes.

How things really are

A representative of the exchange told RBC that “the information about the debts of the St. Petersburg Exchange to credit institutions does not correspond to reality.” He also indicated that exchange employees assessed the seal imprint and signature of the head of the site on the application. “[Officers] identified a discrepancy that suggests the signature and seal were compromised. Expertise to establish the authenticity of the signature and seal will be carried out by authorized specialists as part of the criminal investigation,” said a representative of the site.

There is no information in open sources about the opening of credit lines by Sberbank and VTB for the St. Petersburg Exchange. A representative of the site, in a comment to RBC, indicated that the exchange “has never received loans from credit institutions or opened credit lines.” “Given the structure of capital and liabilities, St. Petersburg Exchange did not have loans and borrowings, as well as the need for debt financing,” he explained.

Information about the availability of a credit line and the delay on it is unreliable, a VTB representative told RBC. Sberbank did not respond to the request.

As of September 30, 2023, the exchange’s liabilities under the item “credits, borrowings and other borrowed funds” amounted to 1.65 billion rubles, as follows from the platform’s reporting. The notes clarify that RUB 1.5 billion. of this amount falls on lease obligations, and the remaining 166.1 million rubles. — on obligations under repo transactions.

A representative of the site, in a comment to RBC, clarified that these lease obligations “represent future payments under lease agreements,” and obligations under repo transactions relate to current settlements on them. “The total aggregate amount of all liabilities of the St. Petersburg Exchange is less than 15% of the balance sheet currency, which means that the St. Petersburg Exchange does not have any need for debt financing,” added the representative of the exchange. At the same time, as follows from the exchange’s reporting, it completed the third quarter of 2023 with a net loss of 612.1 million rubles.

How can the situation with the bankruptcy petition develop further?

Back in November 2023, immediately after the publication of information in the media about filing a bankruptcy application, St. Petersburg Exchange announced that it planned to contact law enforcement agencies on this issue. The head of the service for protecting the rights of consumers of financial services of the Bank of Russia, Mikhail Mamuta, then called the situation “close to a crime.”

As of January 12, 2024, St. Petersburg Exchange has not yet filed a complaint with law enforcement agencies. “SPB Exchange is preparing documents to contact law enforcement authorities regarding the fact that unidentified persons have filed a bankruptcy petition for SPB Exchange,” a representative of the site commented on the current status of work on the appeal.

Criminal Defense Firm lawyer Daniil Gorkov admits that any person could have submitted an application on behalf of the St. Petersburg Exchange. The court is obliged to register it in the internal file of cases, even to simply return it later without consideration, the expert explains. The purpose of this case, according to Gorkov, could well be a temporary imbalance in the work of the exchange, its counterparties and partners, as well as the business reputation of the site.

On behalf of a legal entity, only a person authorized by law and the charter of the company to act on its behalf, or a representative under a power of attorney also issued by the specified authorized person, can apply to the arbitration court, says Anton Gusev, partner of the law firm Timofeev, Gusev and Partners. “If authorized persons of the exchange deny signing the specified documents, we can talk about the presence of signs of a crime under Art. 327 of the Criminal Code (“Forgery, production or circulation of counterfeit documents, state awards, stamps, seals or forms”),” the expert believes.

Also, filing an application by unauthorized persons could cause property damage to the exchange’s shareholders, for example in the form of a drop in quotes, Gusev adds. “In such a case, the actions of persons can be qualified under Art. 165 of the Criminal Code (“Causing property damage by deception or abuse of trust”),” explains the lawyer.

To initiate a criminal case, it is important that there is a crime in accordance with the norms provided for by the Criminal Code. Do these actions fall under Art. 159 of the Criminal Code (“Fraud”), Chapter 22 of the Criminal Code (“Crimes in the field of economic activity”), Art. 303 of the Criminal Code (“Falsification of evidence and results of operational investigative activities”), is subject to establishment by law enforcement agencies, says lawyer, partner of the Grishin, Pavlova and Partners legal group, Polina Pavlova. It is important to identify the person who committed the offense, she adds, but even when submitting an application in person, the identity of the applicant may not have been verified, and then it will be difficult to establish the identity of the offender.