«VTB Capital» (Bulgaria) attempts to illegally acquire the company «Vivacom»

In Friday, October 30, 2015 «VTB Capital» (Bulgaria) are to decide on so-called "tender" for the debt on loan of 150 million euros granted to the holding company Vivacom ( «Vivacom") from the company VTB Capital Plc. The relevant information has become available due to internal sources of the company Empreno Ventures Limited, holding 100% stake in LIC Telecommunications Sarl (LICT), on which in its turn belongs 43% of shares of "Bulgarian Telecommunication Company" JSC ( "BTC"), operating under the trade name "VIVACOM".

"VTB Capital" expects that the buyer of the debt at the same time will acquire all rights to the pledge creditor, i.e. could claim for reimbursement of 100% of shares of "BTC" AD and thus will have full control of the company "Vivakom ".

"The actions of the company" VTB Capital "is carried out with the participation of political figures, particularly the brothers Velchev and international consultants, in particular the company Ernst & Young, - says Dmitry Kosarev, owner of the company Empreno Ventures Limited. - The manner of conducting the "tender" is such that foreign / side investors are unable to participate in the tender procedure out at market conditions. 

I, on my part, I am ready to organize the refinancing of the loan and have already submitted my proposal to the bank. I have at my disposal financing sources, ready to start work to protect "BTC" JSC from the illegal acquisition/takeover by VTB Capital.


The company Empreno owns 100% of the shares of the company LIC Telecommunications Sarl (LICT), which in turn owns 43% of the shares of "Bulgarian Telecommunication Company" JSC ( "BTC"), operating under the brand name Vivacom (“Vivacom"). 24% of the shares of "VIVACOM" are owned by a minority stakeholder who is an American investment fund.

The remaining 33% of the nominal capital of «Vivacom» are owned by the company Crusher Investment, which is a subsidiary of VTB Capital Plc. Basically Crusher just technically (nominally) holds the 33% of the shares since this property is derived from a contract TRS (total return swap) and the payments to Crusher were completed a long time ago - still at the time of the previous owner Tsvetan Vasilev. Currently, those 33% must also belong (indirectly) to the company Empreno.

In connection with the above the company Crusher (i.e. VTB Capital Plc) has neither the right to dispose of this package of 33% of the shares, nor to take advantage of the rights of participation in management that they give. However, Crusher disposes of these shares as its property.

VTB Capital Plc's is a bank - lender regarding the loan of 150 million Euros provided by the holding company of «VIVACOM." The loan is secured by a collateral, including also 100% of the shares of BTC. The deadline for repayment of the loan expired on May 22, 2015. At the beginning VTB Capital Plc acted as an organizer of the syndication of this loan and was only partially involved in the provision of cash funds, but later consolidated 100% of the debt in its favor.

VTB Capital Plc did not provide information on the contract total return swap to the relevant regulatory authorities (the European Commission, the court in Great Britain, the other stakeholders of Vivacom, etc.). Meanwhile VTB Capital (Bulgaria) does everything possible not to allow the refinancing of the loan, including the actual blockage of the approval of the proposed refinancing from third parties.

Moreover, VTB Capital has never been interested in the opinion of the shareholders of "VIVACOM" regarding their intentions to refinance the loan.

The winner of the "tender" has already been informally defined by VTB. He will be one Spas Rusev. It is not difficult to guess that the source of funding of Spas Rusev isVTB Capital itself, but in this case Rusev has an agreement not with VTB (as a subsidiary of the Russian bank), but with the managers of VTB Capital (Bulgaria ) (the brothers Velchevi).

In other words VTB Capital (or rather the bank's management) in the conditions of a severe conflict of interest (between stakeholders and creditors) regarding Vivacom and while taking advantage of its relations with politically connected persons (the brothers Velchevi) and the capital of VTB Capital - in fact Russian state capital, carries out a raider attack for the acquisition of the company "BTC", which value is much higher than 1 billion Euros, but because of the loan its value becomes less than 176 million Euros. If the plan for illegal acquisition is implemented, all bona fide stakeholders of the Company ("BTC" – trans. note) will suffer.

It is important to note that all of the shares of "BTC" and shares of its holding companies are distrained both in Bulgaria and in other countries (Luxembourg) due to the criminal case in connection with the activity of CCB. Despite this distraint VTB Capital (Bulgaria) manipulates the Bulgarian Prosecutor's Office and other competent authorities and is ready to forcibly absorb the company Vivacom in favor of Rusev (or any other similar entity) in the nearest days. The boorish attitude of the leadership of VTB Capital (Bulgaria) towards the authority in Bulgaria on the background of the inaction of the official Bulgarian authorities at least raises question marks, and in human (simple – tran. note) language, this means that it invokes the thought of a colossal injustice and lawlessness.

If the actions of VTB Capital were aimed only at protecting their own interests as a creditor who wishes to secure repayment of the loan, why did the bank consolidate 100% of debt in May 2015, when it was clear that the debt would not be repaid within the deadline? Clearly, it is not about minimizing the risk of failure to return the loan, but an aggressive plan for the acquisition/takeover of the company VIVACOM is in action.

Although I do not agree either with the terms of the loan and the related pledges, or the behavior of VTB Capital (Bulgaria) to maintain the status quo and thus to protect the   value (of Vivacom – trans. note) as well as for myself, and the minority stakeholders, Dmitriy Kosarev has already proposed the bank VTB Capital, E&Y and the companies to fully refinance the loan on the same terms as the loan from VTB Capital during the course of three months. 

The idea is during these three months to give VIVACOM, already in quiet mode, the ability to refinance the loan under market conditions, especially since the economy itself allows Vivacom easy to do so. Dmitriy Kosarev intends to turn to the courts against all those who are related to this so-called "tender" for the debt and the takeover of the company by (private – trans. note) persons. The prestigious law firm Fried, Frank, Harris, Shriver & Jacobson LLP (London), which is already known for its unconditional defeat of VTB Capital Plc in other cases, was hired.