The major shareholder is on the verge of bankruptcy, “Tsentrobuv” became the businessman Dmitry Wernimont. The other co-owners Sergey Lomakin and Artem Khachatryan believes that the network business has suffered because of the actions of the former owner
In one of the days in October 2015, the co-owner of “Centrobuv” Anatoly Gurevich has collected the network management and introduced them to the new shareholder Dmitry Wernimont, says a former employee of the company. “Consider that he [Wernimont] instead of me,” said Gurevich.
Another source close familiar Gurevich explains that the businessman borrowed money from Wernimont with the aim to improve things in the “Tsentrobuv”: to whom the credit was issued to the Gurevich or some kind of network structure, the interlocutor of RBC could not answer, but he was sure that Gurevich had personal commitments.
In the end, Wernimont got all of the share Gurevich in the “Tsentrobuv” — 40,4%. Another is 32.8% owned by former owners of “copeck” Sergey Lomakin and Artem Khachatryan, 16,3% — the co-founder of “Centrobuv” Dmitry Svetlov. A small proportion is 6.7% and 3.3% — Leonid Pasta and Vladimir Left; 0,5% is on the balance sheet of the company (more on the ownership structure, see the diagram).
The fact of the transaction with Wernimont confirmed Khachatryan and Svetlov. Gurevich refused to talk with RBC. To review Wernimont failed — the representatives of the “Tsentrobuv” will not provide his contact information and does not transmit the request.
According to a source close to Lomakin and Khachatryan, they learned about the change of the majority owner is much later than the others, and it shocked them”. In 2009, they became co-owners of “Centrobuv” at the request of Gurevich and wondered for a long time and almost did not interfere in the operation of the network: she regularly paid dividends until 2012 and until 2014 was profitable (see chart). But over the past two years, I sharply handed over positions in the market, lost profit and damaged relations with the banks. According to Khachatryan, Lomakin they tried to access the management “Centrobuv”, clashed with Gurevich and Svetlov, and the situation only worsened.
On 6 September the Arbitration court of Moscow scheduled the hearing on the bankruptcy of the network on the application of two creditors (now in the “Tsentrobuv” entered the observation).
In addition, the main investigation Department of internal Affairs in Moscow suspected the withdrawal of assets from “Tsentrobuv” and may 25, filed against unidentified persons criminal case under article 159.4 of the criminal code (fraud). The initiation was preceded by an inspection conducted after the application of one of the largest creditors of “Centrobuv” — Gazprombank.
Will the shareholders of “Centrobuv” to end the conflict and save the business?
The company “Tsentrobuv”, the largest in its segment in both the number of stores and by revenue, was founded in 1992. Develops two networks — discounter “Tsentrobuv” youth and shops Centro.
The main share of the goods (80%) company orders at factories in China, and 20% of orders places in Russia. According to “InfoLine-Analytics revenue in 2015 amounted to 28.2 billion rubles, and the number of stores — 748.
Investors from “Penny”
After the sale of the “Penny” in 2007 (see reference) Lomakin and Khachatryan was looking for new projects for investment. In the end, the $35 million received for two around $240-280 million they paid for 32.8% of the “Tsentrobuv”.
“We knew Gurevich and Svetlova, periodically exchanged information about the state of the market, the introduction of technology, even people sometimes migrated between companies,” says Khachatryan about the beginning of cooperation. Money is invested so much that, I was to tired to open new stores, quoted Lomakin in 2009, the newspaper “Kommersant”.
For the money, I set up one chain of stores — molodzhnye Centro. It was an easy decision at the time, “Tsentrobuv”, uniting already 310 company-owned and franchised stores, in fact, only compete with market tents.
According to Khachatryan, the founders of “Centrobuv” wanted new partners helped them with development financing and strategy, but without immersion in operating a business. They Lomakin, Khachatryan says, “we found a large scope of work procurement, category management, new positions, and participated in the development of the program of opening new stores.
Lomakin and Khachatryan included only in Advisory councils, that is met with other shareholders informally discussed current Affairs and have formed the tasks for the management. But they had their own representative in the Board of Directors of “Centrobuv”, the voices in it were distributed in proportion to the owners. By joint agreement, some decisions, including about the change of CEO, could be accepted at least 75% of the votes. Basically all relied on CEO Andrei Nesterov, who worked in the “Tsentrobuv” almost from its inception.
Pour in the business means given effect, said Khachatryan: in 2011, the network has already gathered twice as many stores — 746 points worked from the border with the European Union to the border with Japan. In the autumn of the same year, shareholders were preparing the IPO in London and Hong Kong exchanges planned to sell as securities, shareholders and the additional issue shares, the minimum amount of the placement was to be $500 million.
But later due to the fact that among the shareholders was not unanimous the decision to conduct the offering on the stock exchange, the preparation was suspended. “Before 2013, had to sell a stake to an investor to cover the debts, but all the pearls and it seemed that it would be forever. Therefore, all the shareholders between themselves have not agreed anything about the IPO, nor on possible transactions with the funds,” explains a friend of Gurevich and Svetlova.
In 2011, I got in a rating of the most fast-growing Russian retailers, compiled by InfoLine-Analitika. The sales network grew by 58.4%, to 29.3 billion roubles, for comparison — Adidas in the year was rescued in Russia 27,4 billion roubles Also “Tsentrobuv” for the year managed to increase retail space on 49,3%, to 227 thousand sq. m. According to the results of 2011 the company distributed dividends in the amount of approximately $90 million And Nesterov for his successes gave shareholders a share of 0.5%.
What is known Lomakin and Khachatryan
In the early 1990-ies Sergey Lomakin and Artem Khachatryan and Alexander Samonov engaged in distribution of coffee, in 1998, the same team decided to invest in retail and founded one of the first Russian network of discounters “Copeck”.
To 2007, “penny” consisted of 330 stores, with revenues of $980 million In the same year the partners sold remaining 50% of the “Penny” financial Corporation NIKoil by Nikolai Tsvetkov (later — “URALSIB”). In December 2010, the Corporation resold the “Penny” of the company X5 Retail Group (running the networks “Pyaterochka”, “Perekrestok”, “Karusel”).
Samonov confirmed RBC that the value of their transactions ranged from $600 million to $700 million By the time, Lomakin and Khachatryan owned by 10% of the “Penny”, that is, only from this deal they could fetch in the $120-140 million
After the sale of the “Penny” Lomakin and Khachatryan continued to invest in retail — mainly through Sun Investments Partners Fund (later renamed the Retail Brands Collection). For example, in 2008 it became known that they acquired a minority stake in the network Modis selling “fashionable clothes of own brands at affordable prices”.
For a qualitative leap, the shareholders decided to hire an Englishman, Peter Ridler, previously led the company Monsoon Accessorize. But Riddler has not worked for years: he was not ready to fully immerse yourself in a new business and he offered his own resignation. To contact the Manager failed.
Although of the networks themselves — and at “Centrobuv and Centro — have had their Director — Tomasz Marcin and Eugene peskun accordingly, in 2014 the shareholders decided to divide among themselves the different lines of business to better understand what is happening with the company. Lomakin was in charge of sales, Khachatryan, logistics, Svetlov — procurement and supply of goods, Gurevich — Finance, Left — safety. This distribution is confirmed by Khachatryan, and Svetlov. Khachatryan noted that they, together with Lomakin in parallel was engaged in the development of their personal business projects, i.e. their work in the “Tsentrobuv” was more like curating.
At that moment, network there were two main legal entities — JSC “Trading house “Tsentrobuv”” (vending operator), and OOO “Centro” (the importer of Chinese goods). The network had rented the premises for a period of 3-5 years, renting was the majority of warehouses in Saint-cultural environment, Nizhny Novgorod, Rostov, Yekaterinburg and Novosibirsk. The only its own distribution center pleasu 50 thousand sq. m was acquired by the company in 2012. Also in the ownership of the Moscow office of “Centrobuv” on the 2nd khutorskaya. To work with the main suppliers (Chinese factories (80% of purchases) in Hong Kong was created the company “Sinai.”
When shareholders really get into the office, “out of the closet began to appear one by one, the skeletons,” says Khachatryan. For example, it became clear that the purchase price for Kari from some suppliers were 20% lower than for “Centrobuv”. “But if postponement of payment is 180 days, goods are naturally more expensive. It is normal to work with imported goods,” argues a friend Svetlova. Big delay, the Chinese provided a lot of players, says CEO “InfoLine-Analytics” Mikhail Burmistrov, but often with Chinese suppliers there is a situation when the company believes that purchases the goods directly, and in fact, makes a deal with the firm-a mediator — and it costs more.
A source among the shareholders believes that “Tsentrobuv” has come to crisis 2014 in “soft” condition and heavily dependent on Bank loans. The fall of the ruble, sanctions and the increase in Central Bank key rate dramatically influenced the network, he said. On the one hand, the retailer had lost almost two foreign markets — Polish and Ukrainian. “Imagine, turn on the TV, and there is military equipment on the background of our shop, everything is clear” — says the interlocutor of RBC. In 2014, sales of “Centrobuv” in Ukraine fell by nearly 42%, to $61.1 million, according to the materials of the network. In statements reported that the Polish unit was sold to a third party, with her, I continued to work on franchising. Incurred in these markets losses, I cancelled.
On the main Russian market sales of “Centrobuv” slipped to third. “The company could not service its debt because the interest on the loans equal to the lease payments,” — said the source in the top management “Centrobuv”. The retailer began to delay payment to Chinese factories, and those in turn — to lower terms of payment: eventually agreed on 90 days versus the usual 180. “It was clear that if this goes on, the company will not be able to meet its liabilities nor the banks, nor the suppliers. And for her life the most important thing is to continuously buy new goods and sell it,” explains the source of RBC shareholders.
So much so, that one of the batches of goods worth 500 million rubles. “Tsentrobuv” was unable to redeem on their own — this product has given itself Khachatryan and Lomakin, says a source close to the company. Khachatryan does not comment on it.
At the end of 2014, one of the partners “Tsentrobuv” has witnessed the unfolding drama: during the day, were laid off 60 people from the development Department, which was engaged in selection of premises for new stores. According to a source RBC in management “Centrobuv”, in 2014 was reduced by only about 400 people.
Gurevich decided to return the loop to the one engaged in debt restructuring, tell Khachatryan and Svetlov. The RBC has a copy of the employment contract the loop from 1 April 2015: the agreement ensures that upon its dissolution on their own employee, the company will have to pay him $5 million.
The new owner
In April 2015, I had to pay back the loan in 3 billion rubles to VTB Bank. Of such funds the company had, according to Khachatryan, Lomakin at the request of other shareholders was in talks with the Bank about extension of terms of payment and agreed to postpone. The representative of VTB declined to comment.
Went lawsuits from the owners of the shops of the Centro and “Tsentrobuv”: network a few months without paying rent. Just for 2015, according to SPARK, to “Tsentrobuv” was filed 477 claims totaling 5.9 billion roubles and in 2016 — still 232 applications for 514 mln.
Svetlov and Gurevich were inclined to begin bankruptcy proceedings, but were not agree Lomakin and Khachatryan. For the salvation of “Centrobuv” Lomakin offered to make a private 8 billion rubles., and promised to negotiate with banks about restructuring debts on their own. It is time to order autumn-winter collection of goods in China worth 100 million RUB As tells a top-the Manager “Centrobuv”, from June to August, the shareholders were preparing documents for the transaction and agreed that in September will be the first tranche from Lomakina in the amount of RUB 300 million But, according to the source RBC, Lomakin broke his promise. However, another source claims that up to Lomakina constantly heard rumors “about some new investors”, and he didn’t want to risk money.
At that time the shareholders were so divided that they started negotiations with new investors on their own. Were interested in the company, the President of Rosenergomash concern Vladimir Palikhata, said friend Svetlova and Gurevich. Palihata was offered 4 billion rubles, provided that Lomakin will pay part of the debt network. In fact, since then, the shareholders were divided into those who supported the new investor and those who did not want such a partnership, says Khachatryan, in the end the deal did not materialize. Palikhata did not respond to a request RBC.
Source: Euromonitor International
In parallel, Lomakin, according to Khachatryan, has agreed a deal with the Russian Shoe network Zenden, who was ready to pay 3 billion rubles. the Owner Zenden Andrey Pavlov confirmed that he conducted due diligence, but did not comment on the possible amount of investment. The deal never took place because, according to him, the company has too many shareholders who could not come to a decision. “The company’s problems cannot be solved entirely, the point of no return on saving has been passed too long”, — says Pavlov.
In 2015, the year, according to Khachatryan, Gurevich, Wernimont and Palikhata met on behalf of “Centrobuv” with creditors, in particular, with Gazprombank. Palikhata said that he was “only an observer”. Khachatryan also insists that after the transfer of shares Gurevich wernimont in the “Tsentrobuv” was replaced by the Board of Directors, and now he Lomakin no representatives in the Council. Without their consent the transfer of accounts to another Bank and the appointment of a new Director General Leonid Venice, which, according to Khachatryan, is a childhood friend of Palikhata.
What is known about Dmitry Wernimont
According to the magazine “Profile”, Wernimont was born in 1963, graduated from the Russian economic Academy named after Plekhanov Institute of Finance. From 1997 to 1999 he held the post of Advisor to General Director of subsidiary of “Gazprom” — “Gazkomplektimpex”.
В1999 year was appointed Advisor to the Minister for taxes and duties Alexander Pochinok. As reported by the magazine, the duties of Wernimont included interaction with the enterprises of fuel and energy complex on the issues of payments in the Federal budget.
In SPARK there is information about the full namesake of Wernimont, which owns 100% of the company “evolution of music Production”, whose main activity is publishing of journals and sound recordings.
While the remaining major shareholders do not make any predictions about the future neither of the company nor of their future involvement in it. “We are working on the actual weather. Communication with banks is maintained constantly, but access to information about the company we have in fact, from October 2015,” said Khachatryan. Lomakin reported that the dialogue with the banks on loan restructuring continues.
Svetlov noted that everything that happens in the company is in agreement with its creditors from further comment, he refused.
In may, the office of the “Tsentrobuv” has passed seizure of documents. MIA APR checked the legality of the activities of owners and management “Centerobuv and Centro at the request of one of the largest creditors — Gazprombank. The Bank suspected the company of fictitious transactions and withdrawals from credit lines granted in September 2013.
Available RBC was a copy of the resolution of the chief investigative Department of the MVD in Moscow from may 25, 2016 on excitation of criminal case under article 159.4 of the criminal code in relation to unidentified persons. the resolution says that for companies “Trading house “Tsentrobuv” and “center” the Bank has opened two credit lines with a limit of RUB 8.6 billion By September 1, 2014 listed companies was 8.2 billion RUB.
But even in the summer of 2014, as found out, the Ministry of internal Affairs, someone from the staff of “Centro” invested 4.3 billion rubles. “Polinvest”, “Irma” and “NYX”. Besides the fact that this is expressly prohibited by the loan agreement, the Bank was not notified of the transactions. The investigation also believes that until June 30, 2014 someone from the management companies brought 400 million rubles.
Shareholders of the company does not comment on the criminal case. The head of the Department of economic security and combating corruption GU MVD did not provide comments.
With the participation of Ivan Golunova and Ilya Rozhdestvensky