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SMCP Owner Launches Legal Proceedings Against Bondholders

Source: Sandro

The owner of French fashion retailer SMCP said on Wednesday it had started legal proceedings against companies serving bondholders it alleged were seeking to take control of SMCP at a low price.

European TopSoho, a unit of Shandong Ruyi which has a 53 percent stake in SMCP, last month failed to meet a debt obligation of €250 million exchangeable for shares in the French company.

As a result of that default, owners of the bonds, who include asset manager BlackRock and private equity firm Carlyle, can stake a claim to a 37 percent share in SMCP.

However, European TopSoho said on Wednesday that it launched legal proceedings as it seeks to identify parties it said had “conspired by unlawful means to injure and cause loss to the company by forcing it into a position whereby the conspirator(s) could acquire or obtain control of SMCP SA at an undervalue.”

The legal proceedings were launched in a UK court against Glas SAS, a company serving a group of bondholders, Carlyle affiliate Celf Advisors LLP, and BNP Paribas Trust Corporation UK Limited, which is acting as a custodian for the SMCP shares that were pledged as collateral for the bonds.

European TopSoho did not specify what grounds it had for legal action and its legal counsel did not reply to a Reuters request for clarification.

Glas SAS and Celf Advisors did not immediately reply to a request for comment about the legal proceedings. Carlyle and BlackRock declined to comment. BNP Paribas had no immediate comment.

In a release to the French market regulator on Tuesday, Glas said that as a result of European TopSoho’s failure to meet the bond payment, it could already exercise voting rights equal to just under 29% of SMCP capital.

Glas also said that the bondholders it represents did not want as a group to launch an offer to take over SMCP, which any owner above 30 percent would have to do.

The French company, in a statement, confirmed the legal proceedings launched by its owner, and said that the transfer of shares to the bondholders could take place from Oct. 19.

SMCP said the situation “does not affect its own financing and operations,” it said.

Analysts have said the bondholders would look for a buyer for the shares, and that private equity players and US affordable luxury groups will likely be interested in acquiring the group — though the legal battle could complicate that process.

The owner of European TopSoho, Chinese conglomerate Shandong Ruyi, embarked on a buying spree in 2015, snapping up labels including Aquascutum, Cerruti 1881 and Savile Row tailor Gieves & Hawkes with ambitions of building an empire to rival that of luxury behemoth LVMH.

However, it has increasingly struggled under the weight of debt from acquisitions.

By Mimosa Spencer and Sudip Kar-Gupta; editors: Silvia Aloisi and Jon Boyle.

Learn more:

Unit of SMCP’s Majority Shareholder Fails to Redeem Bond

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