Burger King Russia major shareholder becomes cypriot Xomeric Holdings Ltd.

Burger King
Burger King

At the end of February 2018, the ownership structure of the parent company for the Burger King restaurant chain in Russia — Burger King Russia (Cyprus) Ltd — has changed, according to the materials of the Cyprus register of companies. The owner of 16.62% of Russian business is Xomeric Holdings Ltd. registered in Cyprus. Following the transaction, the share of Xomeric increased from 18.4 to 35,02%, and now it is the largest shareholder of the company.

The seller of this package was VTB structure — registered in Guernsey (located In the English Channel, is the possession of the British crown, but is not part of the UK) company Golden Star Investment Limited (belonging to VTB group as follows from the last list of affiliates of the state VTB Bank). VTB reported on the upcoming transaction in its last published report in February. “Last year, we reached an agreement in principle on the sale of 16.62% of shares [of the parent company of the Russian chain Burger King], — explained the representative of the Bank two weeks ago. — This transaction has not been closed until now, but we plan to complete it in the near future.”

VTB press-service confirms “the partial sale of shares in the company.” “Under the current agreements, the priority right to buy back shares of [Burger King Russia] is granted to the current shareholders. — We have sold part of the shares owned by Burger King upon reaching the IRR target level for VTB (internal rate of return) to 40% per annum.”

After the deal with Xomeric the structure of VTB still ownes 19,98% of Burger King Russia. The shares of other shareholders — the structure of the American Restaurant Brands International (owner of the brand Burger King), as well as Gladerom Investment Ltd, which is associated with the main owner of coffee shops “Shokoladnitsa” and “Coffee house” Alexander Kolobov — remained unchanged, 15 and 30% respectively.

“As a financial investor in the Private Equity segment, we always have clear expectations for the price parameters of withdrawal from the asset in advance.” “When they are achieved, we will consider the relevant proposals”, – said the representative of VTB.

Burger King Russia was established in 2012 as a joint venture of VTB Capital and Burger Rus LLC. The latter belonged to the co-owner of the network “Shokoladnitsa” Alexander Kolobov and at the time of the transaction was the largest franchisee of Burger King. The state Bank promised to invest $100 million in the project for three years and received almost 50% share. The share of co-owners of the network “Shokoladnitsa” led by Kolobov was never officially disclosed. Now the businessman together with a representative of VTB are Directors of Burger King in Russia.

The carrying value of the VTB package sold , as specified in his statements, is equal to 4.6 billion rubles. Thus, the carrying value of all Russian business of Burger King, according to VTB is nearly 27.7 billion rubles. But as said by the representative of VTB, the last sale was from a different valuation of the business (which is not disclosed).

As noted by VTB representative, at the time of the transaction, in 2012, Burger King managed 38 restaurants in Moscow and St. Petersburg, today there are more than 550 restaurants in all regions of Russia and the three CIS countries. “Almost 90% of the products in Burger King restaurants are Russian — made,” the representative of the financial group emphasizes. The chain’s revenues in 2017, increased by 35%, to 29.1 billion rubles, net profit rose nine-fold to 900 million rubles.

For the first time Xomeric Holdings Ltd. had invested into Burger King in 2014, as follows from the data of the Cypriot registry. As the VTB Bank then reported, it sold 12.2% of the Burger King parent company to an unnamed “financial investor” for $25 million (about 965 million rubles at the average rate of the Central Bank for that year).

The new largest shareholder of Burger King in Russia is associated with the Ukrainian investment company ICU, as follows from the license documents of ICU and materials on its official website. The founder of Xomeric Holdings Ltd is CIS Opportunities Fund SPC Ltd, registered in the British Virgin Islands. The license to manage funds in the interests of the CIS Opportunities Fund SPC Ltd is registered in the same ICU Islands Investment Management Ltd. The license is issued by the financial services Commission of the British Virgin Islands, the document is published on the website of the ICU. It is also among the list of funds included in the group structure which laso provides information about CIS Opportunities Fund.

The main owners of the head comapny ICU Holdings Limited, as follows from the materials belong to the investment group of the Ukrainian Bank “Avangard”, are Makar Pasenyuk and Konstantin Stetsenko. Pasenyuk structures previously participated in the process of pre-sale preparation of confectionery Roshen. The businessman reported this in interview “Interfax-Ukraine” in February. “The only contract that ICU performed for the President [Poroshenko] is a joint project with Rothschild for the sale of Roshen, which for us ended in April 2016 after the transfer of the asset to the” blind trust”, — said Pasenyuk.

Today, as Mr. Pasenyuk mentione in interview, ICU manages assets worth $500 million.

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