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Kristine Aghalaryan

Ameriabank Sale Finalized, Small Shareholder Cries Foul

The sale of Ameriabank, the largest taxpayer among Armenian banks, has been finalized after being approved by its shareholders and regulatory bodies.

Ameriabank, in February, announced it had reached an agreement with the Bank of Georgia Group PLC to join it as a standalone entity, adding that the transaction awaited approval by its shareholders and the Central Bank of Armenia.

 The new shareholders are:

  1. Bank of Georgia Group PLC (BOGG): 70,279 shares (60%)
  2. Bank of Georgia JSC: 35,140 shares (30%)
  3. European Bank for Reconstruction and Development: 11,713 shares (10%

Bank of Georgia Group PLC is a UK incorporated international financial group listed on the Premium Segment of the LSE Main Market and a constituent of the FTSE-250 index. Among the Group’s shareholders are some of the world’s largest financial institutions, such as JPMorgan, BlackRock, The Vanguard Group, Schroders, Norges Bank Investment Management (a leading pension fund), etc. 

The BOGG, in a February 2024 statement, said it will pay US$303.6 million for 90% of Ameriabank.

Small shareholder take matter to the European Court

On March 20, Artashes Hovhannisyan, a former small shareholder of Ameriabank, petitioned Yerevan’s Civil Court of First Instance to compel Ameriabank not to hold a special general meeting on whether it should agree to the sale.

Hovhannisyan also petitioned the Central Bank to reject the sale.

A 2012 special shareholders meeting approved the consolidation of Ameriabank shares. Hovhannisyan’s five shares were converted into 0.625 fractional shares and then bought back by the bank. He claims this was done without his knowledge.

Courts in Armenia sided with the bank, prompting Hovhannisyan to take the matter to the ECHR (European Court of Human Rights) in 2016. The ECHR has confirmed registering the application, and the case is pending.

 Artashes Hovhannisyan's son Hayk, who served as his father’s lawyer in the Armenian court cases, believes the ECHR will find in favor of his father.

On April 1, Artashes Hovhannisyan submitted a new claim to the Administrative Court against the Central Bank, demanding it invalidate the Bank’s March 29 decision to give preliminary consent to Ameriabank’s sale.

 Hayk Hovhannisyan says that the behavior of the Central Bank proves that the current Armenian government is no different from previous ones when strong and rich shareholders absorbed smaller ones with the permission or patronage of the Central Bank.

The Hovhannisyans believe that before approving the Ameriabank transaction, the Central Bank had all the tools to support Ameriabank's large shareholders and former small shareholders to negotiate a reconciliation.

They argue that an ECHR decision in their favor will damage the status of Armenia’s banking sector.

"Our twelve-year struggle is aimed at answering one question. Can the strong, the rich in Armenia dispossess the small and the weak and go unpunished? As of now, our experience shows that this is the reality both before 2018 and today," says Hayk Hovhannisyan.

Top photo: Artashes Hovhannisyan 

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