The imbroglio around SMCP continues.
The accessible luxury group (brands Sandro, Maje, Claudie Pierlot and de Fursac) finds itself at the heart of a battle between its former main shareholder, the conglomerate Shandong Ruyi, and its creditors who have since become owners of shares in the capital.
Read alsoSandro and Maje could soon no longer be Chinese
Exchangeable bond
The takeover by Shandong Ruyi was seen five years ago as an opportunity to accelerate the development of SMCP in China. Alas, the Chinese group is now weakened and in great financial difficulty. In September, its European subsidiary TopSoho defaulted on 250 million euros of bonds exchangeable into shares. Its creditors - the BlackRock, Carlyle, Anchorage, Boussard and Gavaudan funds, united in a trust called Glas - therefore found themselves entitled to convert their bonds into shares, and thus take 37% of the capital. In order not to pass the threshold for triggering a takeover bid, Glas chose to recover 29% of the capital at the end of October.
At the same time, he obtains the instruction of an insolvency claim against European TopSoho in Luxembourg.
The goal ?
Appoint a curator, a sort of judicial administrator, who would be responsible for selling the assets of European TopSoho, and therefore its 16% stake in SMCP.
In fact, Glas then plans to sell its newly recovered shares on this occasion, so that 53% of SMCP's capital is sold (the 29% already held by Glas, the 8% owned by European TopSoho but well-off and the 16% non-well-off owned by European TopSoho).
Indeed, the creditors do not wish to be long-term shareholders of the fashion company.
And a majority block (53%) is more interesting for a buyer.
The success of the operation seemed certain, as manufacturers and funds might be interested in SMCP.
Speeding up
Thursday November 4, it is the general surprise among the members of Glas.
SMCP publishes a press release announcing that European TopSoho has sold its 16% of non-pledged shares, for the benefit of one or more unknown entities.
Within the trustee, surprise gives way to anger and worry.
The plan to sell 53% of the capital is in the wings.
Only the 37% block can be easily sold.
Glas then goes on the attack. "
In light of the facts of which we are currently aware, it is possible that the alleged cession by European TopSoho is illegal and prejudicial to its creditors,
" he said in a
press
release. He launched legal proceedings at the Paris Commercial Court. Pending a decision - the hearing is set for November 23 - the Court blocks the transfer of ownership of the 16% of the capital on November 5.
In addition, the mysterious purchaser of his shares did not make a declaration of crossing of threshold with the AMF (Autorité des marchés financiers), however mandatory for the acquisition of a share of the capital greater than 1%.
Would there not therefore be one but seventeen buyers?
The hypothesis leaves specialists skeptical.
Furious at being overtaken, Glas also demanded the convening of a general meeting of SMCP, and the heads of each of the representatives of European TopSoho or Shandong Ruyi on the board of directors.
For their part, the small shareholders of SMCP wrote an open letter to the board of directors of the company to demand answers on the actions of European TopSoho.
