The Dutch X5 Group was asked to leave the Russian business to Russian shareholders

X5 Group, which manages the Pyaterochka, Perekrestok, and Chizhik chains, may become the first company from the list of economically significant companies to undergo a forced deoffshorization process. This was demanded by the Russian Ministry of Industry and Trade through the court. The process is unlikely to impact the day-to-day operations of stores. Problems may arise for foreign holders of the company’s shares, which the holding company directly warned them about. But, experts say, Russian investors will have the opportunity to receive dividends. However, according to investment analysts, the share of resident investors remains insignificant.

X5 Group, registered in the Netherlands, reported on March 29 that the Ministry of Industry and Trade of the Russian Federation notified the company of filing a claim with the Moscow Region Arbitration Court demanding the termination of all corporate rights of the holding in relation to its subsidiary – LLC Corporate Center X 5 (CC X 5 “). This company manages the entire Russian business of X5, including 20.71 thousand Pyaterochka stores, 955 Perekrestok supermarkets, 1.07 thousand Chizhik discounters, 600 Krasny Yar and Slata stores, 61 distribution centers.

X5 warned shareholders (mostly non-residents of the Russian Federation) that the court may “at its discretion take interim measures” limiting some of the company’s rights, including a ban on voting at a general meeting of shareholders or receiving dividends. The retailer reports that the Ministry of Industry and Trade also requires the transfer of shares owned by X5 into treasury bonds, which will subsequently allow X5 shareholders from among Russian residents to directly own shares of KC X 5.

In addition, after information about the lawsuit, three members of the board of directors of CC X 5 – Pyotr Demchenkov, Olga Vysotskaya and Vasilis Stavrou – left their posts, and six more people ceased to be members of the company’s supervisory board. X5 CEO Igor Shekhterman and X5 President Ekaterina Lobacheva will leave the board of directors of the Dutch company.

Most likely, the lawsuit of the Ministry of Industry and Trade, according to Sergei Uchitel, partner of the Pen & Paper bar, is timed to coincide with the annual meeting of the company, at which the management bodies of the Russian subsidiary can be re-elected.

He does not rule out that “KC X 5” is “planned to be forcibly made” by the new parent company of the X5 Group.

Lawyers interviewed by Kommersant believe that the ongoing process is more correctly called “forced deoffshorization.” This was required because, according to Deputy Head of the Ministry of Industry and Trade Viktor Evtukhov, “KC X 5” was included by the ministry in the list of economically significant organizations. There are now a number of large companies on this list, including Acron Group, UNS-Holding, AB Holding, Razrez Arshanovsky (see Kommersant on March 5). Another retailer also appears there – the City Supermarket company, which manages the Azbuka Vkusa chain. It was impossible to get immediate comment online on Friday evening. The inclusion of companies in the list of economically significant ones allows the relevant ministries to deprive their foreign shareholders of the right to vote at shareholder meetings, the opportunity to receive dividends and dispose of shares and shares.

A Kommersant source familiar with the situation says that Alfa Group co-owner Mikhail Fridman himself wanted to transfer X5 Group to Russian jurisdiction. But since he is under British sanctions, Dutch regulators are not ready to contact him, explains Kommersant’s interlocutor.

The status of an economically significant organization gives the Russian beneficiaries of X5, who own a subsidiary through a foreign holding company, the opportunity to receive shares directly through the court, as well as make direct payment of dividends, explains Dmitry Vengersky, lawyer at the Asterisk law office. According to Elena Mende, partner of the Smolenka 33 Bar Association, this will become a fairly popular mechanism in other segments of the economy.

The launched process will make it easier for residents – holders of X5 Group shares – to receive dividends, which, according to Gazprombank senior analyst Marat Ibragimov, is difficult due to the restrictions introduced.

Now the funds had to come from the Netherlands to accounts at NSD, he explains. “For the company this is (forced deoffshorization.— “Kommersant”) also creates positive prospects and reduces uncertainty,” says Mikhail Burmistrov, CEO of Infoline-Analytics. Both experts are convinced that the trial is unlikely to seriously affect the operation of X5 Group stores.

The reaction of investors was not long in coming. During the evening session, after news of the lawsuit appeared, X5 quotes went up sharply and reached 3.07 thousand rubles by the close of trading. per receipt, which is almost 5% higher than the close of the main trading. In less than an hour, the trading volume with X5 receipts amounted to almost 1.6 billion rubles.

However, the current situation is unfavorable for foreign holders of X5 securities, say experts interviewed by Kommersant. Now 40.6% of them are in free circulation, according to Svetlana Dubrovina, senior analyst for the Russian market at Invest Heroes, only about 3% are Russian residents.

Consumer Market Department, Anna Zanina, Vitaly Gaidaev