Russian special services investigate the dealerships of the Rolf Estate

The assessment of Rolf Estate, because of the sale of which the founder of Rolf, Sergey Petrov, was accused of bringing 4 billion rubles abroad, was ready two months before the deal. The investigation calls the transaction a fictitious, and the assessment is "repeatedly inflated."
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The estimate of the company “Rolf Estate”, because of the sale of which the founder of “Rolf” Sergey Petrov was accused of withdrawing 4 billion rubles. abroad, prepared by the Moscow auditing company LLC “Juris, Law and Audit”, told RBC representative Rolf and confirmed the general director of the auditor Igor Timoshin.

“Juris, Law and Audit” estimated the market value of 100% of Rolf Estate at 3.98 billion rubles, follows from a report signed by Timoshin (RBC got acquainted with its copy). The evaluation was conducted from November 26 to December 2, 2013, and the sale of the company, which the Investigation Committee calls fictitious, took place two months after that - February 12, 2014.

The auditor Olga Potapova, who previously worked for Juris, Law and Audit, confirmed to RBC that it conducted the assessment of Rolf Estate. “Once upon a time it was. This information is open, such reports were assessed, ”she said.

On February 3, 2014, the board of directors of the Panabel Limited Cyprus company, owned by the Petrov family, decided to sell Rolf Estate on the basis of this estimate - 98.95% of its shares for 3.938 billion rubles. The money should have been received within a month. the decisions of the council (RBC has a copy) signed by the chairman of the meeting, Georgy Kafkaliia. A week later, on February 10, the extraordinary shareholders' meeting of Rolf authorized the then CEO of the company, Tatiana Lukovetskaya, to sign the buy-sell agreement of Rolf Estate for the same amount, according to the decision of the meeting, which RBC got acquainted with. In accordance with these decisions, Rolf transferred RUB 3,938 billion to the Panabel account. five tranches from February 19 to March 3, 2014, follows from payment orders (RBC has copies). Then, according to the Panabel report, in June 2014 it paid out to shareholders 3.8 billion rubles. dividends for 2013–2014, and in 2015 was eliminated.

The representative of Rolf Pavel Nosov explained to RBC the sale of Rolf Estate by internal reorganization: according to him, until 2014, Rolf and Rolf Estate existed as separate companies, although both belonged to Panabel, then as part of consolidation and consolidation of the business on the basis of Rolf decided to sell Rolf Estate’s shares to it.

But, according to the version of the Investigative Committee, which opened a criminal case against Petrov, Lukovetskaya, Kafkalia, as well as Anatoly Kairo, member of the Rolf Board of Directors (on June 28, the Basmanny Court of Moscow sent him under house arrest for two months) on grounds of crime. 3 tbsp. 193.1 of the Criminal Code (currency transactions involving the transfer of funds in foreign currency or the currency of the Russian Federation to non-resident accounts using forged documents), this transaction was fictitious. The contract of sale was “deliberately false”, the amount of the transaction was “repeatedly inflated”, and its real purpose was to bring money received from Rolf's commercial activities abroad, according to investigators. The real price of Rolf Estate’s shares, according to the FSB operative, whose report formed the basis of the criminal case, did not exceed 200 million rubles, i.e., was 20 times lower than the “Juris law and audit” estimate.

Evaluation is always subjective, and there are dozens of approaches to its implementation, notes Ita Zharsky, managing partner of the Veta expert group,. But the estimate based on the book value of net assets is fairly reliable, he said, noting that, in addition to tangible assets, there are usually also intangible assets, such as a brand name in the market. The book value of net assets of Rolf Estate at September 30, 2013, that is, almost six months before the transaction, amounted to 3.42 billion rubles, follows from the report “Juris, law and audit”.

On the balance of "Rolf Estate" were all 17 Moscow dealer centers "Rolf", as well as their land and real estate. If you divide the 200 million rubles. (estimate from the report of the FSB operative) at 17, it turns out that each center was worth 11.76 million rubles, although its area can reach 6 thousand square meters. m, counted Zharsky. “I think any of Rolf’s competitors would have agreed at that price to buy them all at once if they offered him,” he notes. “You don’t need to be an expert to understand that all dealerships can’t cost like two elite apartments,” Anton Gusev, the top manager of Rolf Anatoly Kairo, told the court on June 28. “The cost of the company could be much less than the estimated value, if it suddenly had any debts comparable in size to its value, then they would have to be deducted from the estimated value, but, as far as we know, there were no huge sudden debts, ”added Zharsky.