Rolf Holding
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+ Rolf Holding |
ROLF Group of Companies is one of the leaders of the Russian automobile market and the largest importer and seller of foreign cars in Russia.
Information Technology at Rolf
2020: Holding an online deal to buy a car on credit
On April 27, 2020, VTB informed TAdviser about the first online transaction in Russia to buy a car on credit. The pilot took place in Moscow. While at home, the client remotely chose the car, received loan approval, conducted a transaction and purchased the car from Rolf. Read more here.
Performance indicators
2023: Profit reduction by 2.5 times to 5.2 billion rubles
In 2023, the Rolf network of car dealers earned 323.9 rubles in revenue, which is 40% more than a year earlier. The group's net profit in comparison with the same segments of time increased 2.5 times and reached 5.2 billion rubles. This is evidenced by data on international financial reporting standards, which were disclosed in mid-May 2024.
According to Interfax, citing Rolf's reports, in 2023 the group's turnover from car sales increased by 44.4% compared to 2022 and reached 270 billion rubles. Revenues from services and sales of auto components increased by 20.9%, to 53.9 billion rubles.
Operating profit of the dealer group in 2023 decreased by 38.5% compared to the indicator of one year ago and amounted to 11.8 billion rubles. Financial revenues decreased to 240.3 million rubles from 1.35 billion rubles a year earlier. Financial expenses increased from 4 billion to 4.3 billion rubles, largely due to spending related to servicing loans. Profit before tax in 2023 amounted to 7.7 billion rubles, a decrease of 53.4% on an annualized basis.
It also follows from Rolf's materials that as of the end of 2023, the group's net debt amounted to 25.8 billion rubles, which is 10.7% less than a year earlier. The ratio of net debt to adjusted EBITDA was 1.92 versus 1.36 at the end of 2022.
According to Rolf's own data, in 2023 the group sold 131 thousand cars, which is a third more than a year earlier. In this volume, sales of new cars amounted to 28.7 thousand units (+ 13% compared to 2022) and 102.3 thousand used cars (+ 37.8%). By the end of 2023, the group was selling more than 30 car brands.
In 2023, the company paid about 820 million rubles in excess profit tax (windfall tax).[1]
History
2024
Autotech bought Rolf assets for tens of billions of rubles
On November 1, 2024, it became known that the company "Automobile Technologies" (JSC "Autotech") acquired the assets of "Rolf" - one of the largest car dealers in Russia. The amount of the transaction is estimated at 30-40 billion rubles.
Roman Antonov, who heads both of these organizations, spoke about the transaction. According to him, the transaction was carried out at market value - based on the assessment made by the Federal Property Management Agency.
 | The transaction was monetary, at market value. There was an assessment of the Federal Property Management Agency, for which we acquired the company. The deal wasn't free, we paid for it. In the parameters of 30-40 billion rubles, as analysts said, - said Antonov. |  |
According to reports, TASS earlier Russia Vladimir Putin the president signed a decree according to which 660 759 610 shares of Rolf owned by the Cyprus offshore company Delans Limited and 15,198 securities of the company owned by Rolf Motors were transferred to the temporary management of the Federal Property Management Agency. All shares in the authorized capital of Rolf Motors, Rolf Estate and St. Petersburg Rolftech also fell under temporary management. In September 2024, businessman Umar Kremlev became the new owner of the holding, and later Rolf was excluded from assets transferred to the temporary management of the Federal Property Management Agency.
At the end of 2024, Rolf expects to sell 35-40 thousand new cars, showing an increase of 20-38% in this direction compared to the previous year. At the same time, the volume of sales of used cars, on the contrary, will decrease by 46% - from 102 thousand to 55 thousand units. Antonov spoke about plans for the development of the company: they include the purchase of other businesses, as well as the opening of new dealerships on their own. And in 2026, Rolf plans to carry out an initial public offering (IPO).[2]
Exit from the management of the Federal Property Management Agency
At the end of September 2024, the president Russia Vladimir Putin signed a decree on the withdrawal of the assets of the Rolf car dealer from the temporary management of the Federal Property Management Agency. The decision was made in connection with the acquisition of the company's assets by the head of the International Boxing Association (IBA), entrepreneur Umar Kremlin.
As of the end of September 2024, Rolf owns 20 dealerships and 78 showrooms in Moscow and St. Petersburg. The company's portfolio includes about 30 brands.
The head of the International Boxing Association Umar Kremlev became the owner of the Rolf holding
The Russian dealer holding Rolf in early September 2024 announced a change of ownership. The new owner of the company was the head of the International Boxing Association (IBA) Umar Kremlev. This was reported by representatives of Rolf, noting that the new strategic investor plans to bring the business to the federal level, expand the range of the company's activities, paying special attention to improving efficiency and attracting new partners and customers.
According to Kommersant, the sale of Rolf most likely occurred outside the competitive order. Forward Legal lawyer Yegor Vladimirov explained that privatization of state property usually requires a tender or auction. However, the norms that apply to other state assets did not appear to apply to Rolf structures. NSP partner Aram Grigoryan added that the company's assets are still on the list of property transferred to the temporary management of the Federal Property Management Agency by decree of the president. In the near future, this property should be excluded from the decree, which implies the need to agree on a deal with Umar Kremlin at the level of the President of Russia.
Sergei Udalov from the analytical agency "Autostat" noted that one of Rolf's strengths has always been a highly effective team capable of responding quickly to changes. The new owner probably will not make drastic changes to the management of the company. The main emphasis has so far been placed on the market, Moscow which remains the largest region in terms of demand for new cars in Russia, with the most wealthy buyers. Expansion to other regions will require Rolf to further concentrate on management and a possible expansion of its portfolio of brands, including Lada.[3]
Appointment of Roman Antonov as CEO
At the end of March 2024, Roman Antonov became the new general director of the Rolf automobile dealer. This is evidenced by the data of the service "Kontur. Focus." Read more here.
Transfer of assets to the state
In February 2024, the Moscow District Court of St. Petersburg, at the suit of the Prosecutor General's Office, decided to transfer the assets of the once largest car dealer in Russia, Rolf, and the founder of the holding, Sergei Petrov, in favor of the state. This was reported by the joint press service of the courts of St. Petersburg.
It is noted that the court satisfied the claim, the initiator of which requested that all shares of Rolf JSC owned by Delans Limited, a private limited liability company, and Rolf Motors LLC, as well as 100% of shares in the authorized capital of Rolf Motors LLC, Rolf Estate St. Petersburg LLC, Rolf Tech LLC, as property obtained in violation of anti-corruption legislation. The total value of the collected assets of the holding is approximately 60 billion rubles, Kommersant reports.
The lawsuit of the Prosecutor General's Office against Rolf and its founder was registered in December 2023. In addition to Petrov, private companies related to the car dealer became the defendants. The reason for the seizure of securities was the fact that Petrov, according to the prosecutor's office, was engaged in business, being a deputy of the State Duma. The defendants reject the arguments of the Prosecutor General's Office, and the situation itself is called nationalization.
On February 14, 2024, the Moscow District Court of St. Petersburg rejected the petition of the defendant's representatives to terminate the proceedings at the suit of the Prosecutor General's Office to seize the assets of the car dealer. The court also rejected the defendant's petitions regarding assistance in collecting materials for transferring the case to the arbitration court, providing letters from Rosinfomonitoring from the case, as well as materials on inspections against Petrov related to his status as a deputy and entrepreneur. According to the plaintiff, such petitions were aimed at delaying the trial.[4]
2023: Putin signed a decree, which transferred the shares of Rolf under the temporary management of the Federal Property Management Agency
In December 2023, Russian President Vladimir Putin signed a decree transferring Rolf shares to the temporary management of the Federal Property Management Agency. Also transferred are Rolf Motors LLC, Rolf Estate St. Petersburg LLC and Rolf Tech LLC.
According to the document, 660 759 610 shares of Rolf owned by the Cyprus offshore company Delans Limited and 15,198 shares of Rolf owned by Rolf Motors are transferred to temporary management.
According to Spark for 2022, Rolf is 99.99% owned by the Cyprus offshore Delans Limited, and Rolf Motors has less than 0.01%. Rolf JSC itself is 99% owned by Rolf Estate St. Petersburg and Rolf Motors (the rest is owned by Delans Limited) and 100% by Rolf Those.
2022: Rolf and its founder recovered 19 billion rubles in the case of a fictitious deal
On February 16, 2022, the Khimki City Court of the Moscow Region satisfied the claim of the Prosecutor General's Office of the Russian Federation to recover more than 19 billion rubles from the Rolf car dealer and the founder of the company, Sergei Petrov, in favor of the state.
The entrepreneur's lawyer Alexei Kupriyanov told Interfax that the court's decision "shocked" the defendants, and there are "no legal grounds" for him.
| | In fact, the court introduced a new punishment - civil confiscation, which is not provided for by any law. This is especially true for bringing legal entities to joint responsibility with physical ones, which is impossible in the absence of victims, and there are no victims in this case, the lawyer said. | |
The reason for the lawsuit was that, according to the Prosecutor General's Office, Petrov managed the Rolf company, being a State Duma deputy, and did not declare his true income. As a security for the claim, the bailiff service seized funds in the company's accounts.
The investigation believes that Sergei Petrov and several other top managers of Rolf in 2014 illegally transferred 4 billion rubles to the accounts of its parent company Panabel Ltd, located in Cyprus. According to the UK, the deal concluded in the redemption of the share of Rolf Estate, owned by Panabel Ltd, was fictitious, and the true value of the securities did not exceed 200 million rubles.
As another evidence, the Prosecutor General's Office pointed out with reference to the FSB data that in his free time in the State Duma, Petrov held meetings with the leadership of Rolf, gave him instructions and instructions, and also discussed issues of "withdrawing assets abroad and creating new investment projects.
Petrov was charged in absentia, by mid-February 2022 the businessman was put on the international wanted list.[5]
2021
"Klyuchavto" announces the purchase of "Rolf," but later freezes the deal
On December 13, 2021, the sale of Rolf to the regional car dealer Klyuchavto was officially announced. It is planned to close the transaction, the cost of which the companies did not disclose in the first quarter of 2022 after corporate procedures and approval of the regulator.
Rolf JSC and subsidiaries of the largest car dealer in Russia will be consolidated within the framework of the combined company SBSV-Klyuchavto Group of Companies. The transaction will be financed by the company's own funds and a long-term loan from Alfa-Bank.
The owner of Klyuchavto is Gaena Sargsyan. Among other business participants, Victor Sergeyev was named.
The deal will take place in three stages: dealerships selling cars of the mass segment will be sold separately , enterprises engaged in cars of the premium segment will be sold separately, and, finally, the large Rolf Yasenevo automobile complex, where four dealerships operate (Lexus, Toyota, Porsche, Jaguar/Land Rover), will be sold as a separate asset.
The deal will allow the combined company to increase business stability, diversify sales geography and quickly introduce digital technologies, car dealers said. The development strategy of the combined company involves an IPO within three years from the date of closing the transaction, according to a press release.
Rolf CEO Svetlana Vinogradova expressed confidence that the integration will take place quickly and "will not require a significant reconfiguration of business processes."
Sources of Kommersant among dealers say that the deal has been discussed for some time, and an estimate of 80 billion rubles appeared. At the same time, other interlocutors note to the publication that this is lower than the standard estimate of three annual EBITDA. Based on this estimate and taking into account EBITDA over the past 12 months, the cost of Rolf should be above 87 billion rubles. One of the sources says that against the background of the claims of the Prosecutor General's Office to jointly recover 12.85 billion rubles from Rolf and its founder Sergei Petrov, Klyuchavto Group of Companies got the opportunity to knock down the price.
Earlier, Petrov fell under criminal prosecution together with several top managers of the company, they are charged with illegal withdrawal abroad of almost 4 billion rubles.
In early December 2021, Moody's downgraded the company's rating precisely because of the claim of the Prosecutor General's Office. After that, Vinogradova confirmed the placement plans in an interview with Bloomberg, calling the second half of 2022 a possible date.[6]
In April 2022, Klyuchavto announced a freeze on the acquisition of the company.
Seizure of company property at the suit of the prosecutor's office
The prosecutor's office of the Russian Federation filed a lawsuit to recover 12.85 billion rubles. from the car dealer "Rolf" and its founder Sergei Petrov, who fell under criminal prosecution. The court seized the property "Rolf" within the requirements.
2019: Criminal case against company founder Sergei Petrov
Against the founder of the largest car dealer "Rolf" Sergei Petrov[7]criminal case, on the morning of June 27, searches began in the company's offices in Moscow and St. Petersburg. According to investigators, Petrov brought four billion rubles to the Cypriot offshore under the guise of reselling shares between companies controlled by him. The entrepreneur recalled that a similar case was back in 2014 and even then the company confirmed the valuation of the shares sold. Petrov himself and his family are now abroad. He's not going to come back.
Later, Sergei Petrov was put on the international wanted list.
Notes
- ↑ Rolf in 2023 reduced net profit under IFRS by 2.5 times
- ↑ The company "Autotech" bought the assets of "Rolf"
- ↑ Umar Kremlev gets used to Rolf
- ↑ The Moscow District Court of St. Petersburg ruled on the claim of the Deputy Prosecutor General of the Russian Federation against Sergei Petrov, Delans Limited, Rolf JSC, Rolf Motors LLC, Rolf Estate St. Petersburg LLC, Rolf Tech LLC
- ↑ More than 19 billion rubles were recovered from Rolf and its heads at the suit of the Prosecutor General's Office
- ↑ Klyuchavto bought the largest car dealer of the Russian Federation
- ↑ , the founder of "Rolf" Sergei Petrov is suspected of withdrawing four billion rubles abroad.
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