An American company left the co-owners of the Familia chain of stores

The American TJX Companies, which received 25% in the Russian Familia chain of stores about two years ago, ceased to be its co-owner, possibly writing off $ 218 million after this transaction. The remaining shareholders of Familia, including the structures of Baring Vostok and Russian top managers of Goldman Sachs, decided transfer the head structure of the retailer from Luxembourg to the UAE. Re-registration in Dubai will allow the company not only to avoid possible sanctions pressure, but also to take advantage of tax preferences.

TJX Companies, which develops TJ Maxx and Marshalls clothing stores in the United States, has sold its stake in Familia Trading Sarl, the head structure of the Russian off-price Familia network. Kommersant found this information in the recently published report of TJX Companies for 2022. Information about who received the share of TJX Companies is not disclosed. The American company and Familia did not respond to Kommersant’s request.

Familia TJX Companies announced plans to exit the business a year ago due to the Russian-Ukrainian military conflict. Then the company was ready to write off its share in the Russian network in the amount of $218 million.

TJX Companies acquired a 25% stake in Familia in the fall of 2019. Then Vedomosti called the deal worth $225 million, and the sellers were all co-owners of the network, including Goldman Sachs structures and Baring Vostok structures. As of the end of 2020, Goldman Sachs owned 16.75% of the retailer’s business through ELQ Investors VIII, and Baring Vostok owned another 16.44% through Veliada. Familia founders Dmitry Lukovnikov (Lavos Sarl) and German Oshkordin (Paragem Assets Sarl) owned 25.1% and 16.71%, respectively.

At the same time, as follows from the Unified State Register of Legal Entities, in April 2023, the parent structure of Familia changed jurisdiction in Luxembourg, registering a company of the same name in the UAE. According to the website of the Dubai International Financial Center (DIFC), Veliada, a structure of Baring Vostok, is still among the co-owners of Familia. A Kommersant source close to Baring Vostok specified that the company’s share did not change after TJX left the retailer’s business. At the end of 2022, Baring Vostok reported that the stake in Familia, along with its other assets in the Russian Federation, will be managed by the Russian company Vostok Investments.

Goldman Sachs also previously announced its withdrawal from Russia. According to DIFC, among the current owners of Familia is Broomfield Int., which RBC connected with the Russian top management of the local Goldman Sachs structure. In addition, the updated list of the retailer’s founders includes Ambron Holding, which, according to DIFC, belongs to Dmitry Lukovnikov, and Kemble Corporation, whose beneficiaries are not named.

The transfer of the head office of Familia from Luxembourg to Dubai is a forced measure for the retailer. “The friendly status of the UAE in relation to our country allows Russian owners to finance companies in the Russian Federation, which in some cases is limited for structures registered in unfriendly jurisdictions,” explains Ekaterina Ardasheva, Senior Associate at BGP Litigation’s international tax planning practice. In the UAE, Familia is not required to comply with EU sanctions and will be able to interact more freely with Russian business, adds Dmitry Pozin, partner at Stonebridge Legal corporate practice. According to him, many Russian companies have already minimized their presence in “unfriendly” jurisdictions. For example, Sportmaster and Ostin retailers have transferred head structures from Singapore to Hong Kong.

In addition, according to Mrs. Ardasheva, the UAE has a more comfortable tax regime for companies, in particular, a low VAT rate compared to many countries. And when registering in free zones in the UAE, according to her, companies are not taxed.

Alina Savitskaya, Anatoly Kostyrev