Facts of misuse of insider information and manipulation in the market for ordinary shares of OJSC TRANSAERO AIirlines established
The Bank of Russia has established that Tatiana Grigorievna Anodina and Aleksandr Petrovich Pleshakov conducted transactions with ordinary shares of OJSC TRANSAERO AIirlines (hereinafter, the ‘Issuer’ and the ‘Shares’) illegally using insider information.
From September to December 2016, A.P. Pleshakov, being one the founders, a shareholder, a member of the board of directors, an insider of and a controlling person with respect to the Issuer, transferred 63,733,508 Shares (41.4% of total voting Shares) from his account to the account of T.G. Anodina based on several share donation agreements.
The information about the termination of grounds for control by A.P. Pleshakov with respect to the Issuer, about the decrease in his share in the total number of voting shares of the Issuer and the increase and subsequent decrease in the share of T.G. Anodina in the total number of voting Shares is insider information of the Issuer and was subject to disclosure.
It is highly likely that disclosure of information about the exit decision from the Issuer’s capital taken by A.P. Pleshakov would have caused sharp changes in the price of Shares.
This insider information was not disclosed, which allowed T.G. Anodina to sell Shares at anonymous exchange trading at current market prices from her own account to a wide range of investors as soon as Shares were credited to the account.
In view of the above, operations to sell the majority of the block of Shares from the account of T.G. Anodina were conducted illegally using insider information, which is a violation of the prohibition set out in Clause 1, Part 1, Article 6 of Federal Law No.
The Bank of Russia established that the total amount of losses that A.P. Pleshakov and T.G. Anodina had avoided using insider information to sell Shares exceeded 200 million rubles.
The sale of such a significant block of Shares amid a decrease in their trading volume and falling prices due to, among other things, the cancellation of the Issuer’s Air Operator’s Certificate, was also made possible thanks to statements made by the Issuer’s management in the media suggesting a possible resumption of the Issuer’s principal activity. These statements supported investors’ speculative sentiment, offset the price drop due to the sale of Shares from the account of T.G. Anodina, and supported the prices at the level that was comfortable for the misuse of insider information. The market responded to the above-mentioned publications with a surge in the price and trading volume of Shares resulting in substantial deviations of trading parameters.
After the disposal of the whole block of Shares from the account of T.G. Anodina, the Issuer no longer disseminated information about a programme for the Issuer to resume its principal activity. By the ruling of the Court of Arbitration of Saint Petersburg and the Leningrad Region, the Issuer was declared bankrupt in 2017.
Therefore, considering the activities of A.P. Pleshakov, being the major shareholder of the Issuer, it is highly likely that the information disseminated by the Issuer was misleading and the activities of the Issuer and its officials who disseminated the above-mentioned information qualify as manipulation in the market of Shares in accordance with Clause 1, Part 1, Article 5 of the Federal Law.
The materials have been submitted to law enforcement agencies.
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