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The encyclopedia · Finance & Accounting · Financial decision · 2017–2025

SMCP's Chinese owner defaulted, hid 15.5% in a trust — creditors now sell the group

Shandong Ruyi's vehicle defaulted in 2021 and moved 15.5% of SMCP into an offshore trust. Courts ordered it back in 2025; creditors put 51.2% up for sale.

SMCP · European Topsoho · Shandong Ruyi · 2025-11-27

What happened

SMCP — the Paris group behind Sandro, Maje, Claudie Pierlot and De Fursac, with 1,651 points of sale worldwide — was majority-owned by the Chinese conglomerate Shandong Ruyi through its Luxembourg vehicle European Topsoho (ETS). In 2021, heavily indebted, ETS defaulted, and its creditors — represented by the agent Glas, with BlackRock, Anchorage and Carlyle among them — took control of the pledged holding.

Before the default, ETS had moved roughly 16% of SMCP's capital into Dynamic Treasure Group, a trust in the British Virgin Islands. The creditors deemed the transfer irregular and spent four years litigating it in Paris, London and Singapore. On 4 July 2025 the Singapore High Court ordered the shares returned to the trustee acting for ETS's creditors; the restitution was completed in August 2025.

With the capital recovered, the exit began. On 21 November 2025 the Luxembourg district court authorised the sale, and on 27 November SMCP announced that up to 51.2% of its capital was being put up for sale — 28% held by Glas for the creditors, plus 8% and the restituted 15.5% from ETS. The process targets €390 to €479 million against a market capitalisation of more than €450 million, and any buyer crossing 30% may have to launch a full tender offer.

The business the creditors are selling is, on paper, repaired: in 2025 SMCP's revenue rose 1.7% organically to €1,217.4 million, net income returned to €16.6 million after a €23.6 million loss in 2024, and net debt fell to €147.5 million. The crisis was never the dresses — it was the shareholder.

Why it happened

  • Shandong Ruyi financed its European acquisitions with debt secured on the acquisitions themselves — when the parent ran out of cash, SMCP's shares were simply collateral to be seized
  • Moving 15.5% of the capital into an offshore trust on the eve of a default converted a financial failure into a four-year, three-jurisdiction legal war
  • The creditors (Glas, BlackRock, Anchorage, Carlyle) never wanted to own a fashion group — recovery meant exit, so the group's ownership was always provisional from 2021 on
  • SMCP's operational recovery in 2025 changed nothing about the sale: a healthy P&L cannot outrun a broken cap table
What it cost51.2% of the group for salecostly

The lesson

When an owner pledges a brand to fund its own ambitions and then defaults, the brand's performance stops mattering — the shares are collateral, the creditors recover them, and then they sell.

Aftermath

The sale process launched on 27 November 2025 is expected to take several months; if a buyer crosses 30% of the capital, a public tender offer may follow. SMCP trades on with €16.6 million net income (2025) and €147.5 million net debt, awaiting its fourth controlling shareholder since the KKR era.

Sources

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