Manager of former Pandora stores in Russia demands billions from Cypriot shareholder

Panklub, which manages the former stores of the jewelry retailer Pandora in Russia, is trying to recover 8.84 billion rubles through the Moscow Arbitration Court. from its sole shareholder, the Cypriot Panclub Enterprises Ltd, controlled by Sberbank. The parent company owed this amount to the Russian structure, having bought receivables from it in 2018. The possibility of payments was complicated by the restrictions imposed after the outbreak of military operations of the Russian Federation in Ukraine. Lawyers believe that the litigation is designed to protect Cypriot employees, circumvent restrictions and create a formal basis for receiving funds, for example, through jurisdictions friendly to the Russian Federation.

Sberbank-controlled Panklub JSC, which develops Panclub (formerly Pandora) stores in the Russian Federation, filed a lawsuit with the Moscow Arbitration Court for 8.84 billion rubles in mid-June. to its shareholder, the Cypriot Panclub Enterprises Ltd, found “Kommersant” in the filing cabinet of arbitration cases. Panclub and Sberbank did not respond to Kommersant’s requests.

As “Kommersant” found in the reporting of “Panclub”, in 2014 the company issued a loan for 8 billion rubles. to its then shareholder – Trellas Enterprises Ltd, which at that time was the head structure of the Svyaznoy network. In 2015, the Cypriot Panclub Enterprises Ltd, owned by Sberbank through Sberbank Investments, became the owner of Panclub. In 2018, Panclub for 8.84 billion rubles. ceded the right to demand the return of the loan from Trellas to the current owner of the network – Panclub Enterprises Ltd.

In 2020, the parties postponed the payment deadline until 2028, but in April 2022 they agreed on a new date – until July 31, 2022. Panclub Enterprises was unable to do this within the specified period, since the largest Russian banks were disconnected from the SWIFT system, correspondent agreements between sub-sanctioned Russian and Western banks were frozen, according to Panclub reports. EU sanctions regulations oblige all companies in the EU to stop communicating with those organizations that fall under blocking sanctions. Sberbank was under them in July 2022.

Panclub’s decision to apply specifically to the Russian court to recover the debt from the shareholder may be due to a potentially higher assessment of the chances of satisfying the claim compared to the consideration of the dispute in a court in the EU, says Natalia Abtseshko, head of the international projects group at Vegas Lex law firm. In addition, the recovery of money through a Russian court may be a legal way to receive money from the parent company in Cyprus in the context of limited transactions, the lawyers suggest.

According to open data, the directors of Panclub Entertainment Ltd are citizens of Cyprus. Ekaterina Orlova, head of legal practice at CM Grace Consulting, admits that the Cypriot directors, due to the risks of falling under EU sanctions, could refuse to sign documents for transferring money to Russia in favor of the Sberbank structure.

If the Russian court decides to recover a loan from the defendant in favor of Panclub JSC, then it can be enforced, Ms. Orlova believes, that is, judicial debt recovery can make it possible to receive money and avoid violation of EU sanctions by the directors of Panclub Entertainment Ltd. However, Maria Lyubimova, head of the Legal Support for Foreign Economic Activity practice at the Regionservis bar association, draws attention to the fact that the decision of the Russian court is not an unconditional basis for the transfer of funds. According to Ekaterina Orlova, this is possible if the Cypriot company has funds on accounts in banks of the Russian Federation or jurisdictions friendly to Russia.

Alina Savitskaya, Anna Zanina