SMCP Updates on the Forced Return of Related Shares Ahead of Feb 6, 2025 Singapore Hearing

A recent update on the ongoing cross-border dispute over a 15.9% stake in SMCP’s share capital, originally sold in 2021, highlights a sequence of judicial actions across England and Singapore. The English courts ruled the 2021 sale invalid, while Singaporean authorities have placed a freezing order on the related shares and prepared for further action at the request of GLAS SAS. In December 2024, Singapore’s courts rejected claims by Xinbo, a vehicle tied to Shandong Ruyi, asserting rights over the stake; Xinbo is appealing that decision. The stakes, public interest, and potential returns for European TopSoho, SMCP, and other stakeholders continue to unfold as Uzbekistan-based and European entities pursue their respective legal remedies, with a key hearing slated for February 6, 2025 in Singapore. This evolving case underscores the complexities of enforcing cross-border share transfers and the implications for SMCP’s corporate governance and capital structure.

Table of Contents

Background: The 2021 Sale, Its Invalidity, and the Freezing Order

In 2021, European TopSoho executed a sale of 15.9% of SMCP’s share capital to Dynamic Treasure Group. This transaction, despite being completed, has been challenged on legal grounds, resulting in a ruling by English courts that declared the sale invalid. The validity of the transfer, therefore, has remained in dispute, affecting the rightful ownership and control of the stake involved.

The 15.9% stake was held overseas at the time of the dispute, with the related shares located in Singapore. In response to the contested transfer and in support of the applicable parties’ claims, a freezing order was issued by Singaporean courts in December 2021, at the request of GLAS SAS. This freezing order has effectively blocked the transfer or disposition of the shares while the dispute proceeds, ensuring that the assets subject to the proceedings remain available for potential restitution or resolution should the court determine a preferred outcome for the claimant party.

SMCP has been informed that a key hearing will be held on February 6, 2025, in Singapore. The purpose of this hearing is to consider GLAS SAS’s application for the forced return of the stake to European TopSoho, i.e., the original holder of the 15.9% stake that was sold in 2021. The forthcoming proceedings in Singapore are a pivotal element of a broader, multi-jurisdictional dispute, reflecting the parallel tracks of civil procedure under Singaporean law and English law. The outcome of this hearing could directly influence SMCP’s ownership dynamics, potential voting rights, and governance posture, as well as the strategic leverage available to European TopSoho in relation to its interests in SMCP.

It is important to note that the precise representation of the stake has a visible numeric anchor: the shares in question correspond to 12,106,939 SMCP shares, which equate to approximately 15.5% of SMCP’s current share capital. This figure, noted in earlier company communications, helps clarify the scope of the ownership historically associated with the disputed transfer. The 15.5% figure is a reflection of the stake relative to the then-current capitalization, and it is subject to the ongoing judicial determination of the rightful owner and the possible restitution of the stake to the claimant party, depending on the outcome of the Singaporean proceedings and any subsequent appellate actions.

Legal questions at stake

Whether the English court’s ruling on the invalidity of the 2021 sale stands up to cross-border scrutiny and how it interacts with Singaporean freezing orders.
The scope and enforceability of a forced return remedy under Singaporean procedural law, including the potential disposition of the stake if returned to European TopSoho.
The extent to which the freezing order may impede any settlement or reconfiguration of SMCP’s shareholding during the pendency of the case.
The possible implications for SMCP’s capital structure, governance, and strategic decisions depending on the court’s determination of ownership and control rights.

Current Proceedings in Singapore: February 2025 Hearing and Xinbo’s Challenge

Singapore’s judiciary is central to determining the fate of the disputed stake as the case proceeds under GLAS SAS’s application for a forced return to European TopSoho. The February 6, 2025 hearing represents a crucial procedural milestone, where the court will assess the merits of the requested relief and the legal grounds underpinning the forced return. The resolution of this application could have immediate and material implications for SMCP’s shareholding configuration, including potential changes in control or influence over SMCP’s strategic decisions.

In December 2024, the Singaporean courts issued a decision that rejected Xinbo Investment Partnership’s claims asserting rights to the disputed stake. Xinbo is linked to Shandong Ruyi and has historically been a significant stakeholder in Chinese fashion businesses with various cross-border linkages. Xinbo has appealed this decision, signaling that the dispute remains far from resolved and that successive court rulings may shape the eventual ownership and disposition of the stake.

The Singaporean litigation framework, characterized by its emphasis on interim relief mechanisms like freezing orders and provisional remedies, supports the rapid handling of disputes involving cross-border assets. The February 2025 hearing will, therefore, be a barometer of the strength of the various claims and defenses put forward by GLAS SAS, European TopSoho, Xinbo, and other potentially implicated entities. The outcome could influence interim measures and might set the stage for subsequent appellate proceedings, including any challenges to findings on ownership, rights to disposition, or the scope of the freezing order.

Implications for stakeholders

For SMCP and its investors, the Singaporean decision could either preserve the status quo under the freezing order or open pathways for restitution or transfer of the stake to European TopSoho.
For GLAS SAS, a successful outcome in the February hearing would advance its enforcement objectives and could broaden the scope of remedies available to the claimant.
For Xinbo, the ongoing appeal process means continued contestation of the ownership rights and the potential that the stake remains subject to court-ordered dispositions during the appellate phase.
For SMCP’s governance and corporate strategy, the outcome may influence discussions around shareholder relations, board composition, and the management of strategic assets held under dispute.

About SMCP: Brand Portfolio, Global Reach, and Corporate History

SMCP stands as a global leader in the accessible luxury segment, operating a portfolio of four Parisian brands that resonate with a broad range of customers: Sandro, Maje, Claudie Pierlot, and Fursac. The group’s footprint spans 48 countries, reflecting a well-distributed international presence through a network of more than 1,600 stores. In addition to its physical retail network, SMCP maintains a robust digital footprint across its key markets, underlining the company’s integrated omnichannel strategy that blends in-store and online experiences to reach customers where they are.

The brands at the core of SMCP’s portfolio have distinctive origins: Sandro and Maje were founded in Paris by Evelyne Chetrite and Judith Milgrom, respectively, in 1984 and 1998, with both founders continuing to provide creative direction for the brands. Claudie Pierlot, a brand acquired by SMCP in 2009, and Fursac, acquired in 2019, broaden the company’s luxury accessible offering and geographic reach. These brand narratives—built on Parisian style, contemporary design, and premium materials—form the foundation of SMCP’s value proposition to customers seeking refined fashion at accessible price points.

SMCP’s corporate structure and market status are reinforced by its listing on the Euronext Paris regulated market, specifically in Compartment A, with the ISIN FR0013214145 and ticker symbol SMCP. This listing situates SMCP within the broader European fashion and luxury goods landscape and provides liquidity for investors while aligning with regulatory expectations for transparency and governance.

In terms of leadership and creative direction, the founders of Sandro and Maje—Evelyne Chetrite and Judith Milgrom—have been instrumental in shaping the brands’ aesthetics and market positioning from their Parisian roots. Their ongoing involvement underscores SMCP’s continuity in creative strategy, even as the company navigates complex cross-border legal matters affecting its capital structure. The acquisitions of Claudie Pierlot and Fursac reflect a deliberate expansion strategy, enabling SMCP to diversify its brand portfolio and strengthen its presence in key luxury segments.

SMCP’s expansive store network and digital strategy reflect a combined emphasis on physical retail excellence and e-commerce capabilities. The company’s global reach, with hundreds of stores and a significant digital channel, positions SMCP to engage a wide audience across different regions, fashion preferences, and seasonal cycles. The brand portfolio’s coherent visual language and consistent customer experience are designed to support customer loyalty, repeat visits, and brand equity—critical factors as the company navigates ongoing ownership disputes that could affect strategic decisions and capital allocation.

Implications for Shareholders, Capital Structure, and Market Perception

The ongoing dispute over the 15.9% stake introduces a layer of complexity to SMCP’s capital structure and governance. The eventual disposition of the stake—whether it is restored to European TopSoho, retained by the current holder, or subjected to another form of disposition—could influence SMCP’s capitalization, voting dynamics, and strategic planning. The 12,106,939 shares referenced in prior communications—the equivalent of about 15.5% of SMCP’s current share capital—serve as a concrete proxy for the stake’s potential economic and governance impact. Any change in ownership status could have downstream effects on investor sentiment, share liquidity, and SMCP’s ability to attract or deploy capital for growth initiatives, store expansion, digital investments, or brand development.

From a market perspective, the cross-border nature of the dispute—touching English court rulings, Singaporean court actions, and claims connected to a major international fashion group—highlights the importance of robust governance structures, careful asset risk management, and proactive communication with investors. While the freezing order constrains the disposition of the stake pending resolution, SMCP’s ability to articulate a clear narrative around its long-term strategy remains essential to maintaining investor confidence and market credibility. The dynamic also underlines the significance of transparent capital allocation decisions and the management of expectations regarding potential changes to ownership and control in a publicly listed company.

SMCP’s leadership will likely continue to emphasize the group’s core competitive advantages: its portfolio of Parisian brands, its integrated retail and digital ecosystem, and its track record of growth across diverse markets. As the Singaporean case moves toward resolution, SMCP will be expected to provide timely updates that reflect legal developments and their potential implications for financial performance, corporate governance, and strategic planning.

Regulatory Landscape, Cross-Border Disputes, and Corporate Risk Management

The case at hand illustrates the cross-border complexity inherent in modern asset disputes, where asset segregation, jurisdictional authority, and sovereign legal processes interact in ways that can shape outcomes years after a transaction has taken place. English courts’ rulings on the validity of the original sale create a legal baseline that must be reconciled with Singaporean procedures—especially when the disputed shares are held in Singapore and subjected to freezing orders. The interplay across jurisdictions necessitates careful risk assessment and proactive governance to manage exposure for stakeholders and to safeguard SMCP’s ongoing business operations.

GLAS SAS’s involvement as the party seeking the forced return of the stake underscores the role of investment and strategic entities in international corporate disputes. The Singaporean legal framework, with its emphasis on interim relief and swift procedural actions, can have immediate consequences for the parties involved. Meanwhile, Xinbo’s appeal signals that appellate mechanisms can extend the dispute’s lifecycle, potentially influencing how the stake is treated during the course of ongoing proceedings. For SMCP, these developments may affect not only governance and capital structure but also potential strategic decisions, including how the company communicates with investors and how it plans for scenarios in which control dynamics shift.

From a governance perspective, the episode reinforces the importance of clear ownership records, robust asset tracing capabilities, and well-documented share transfer histories. It also highlights the necessity for transparent disclosure practices to ensure that investors understand the potential risks and uncertainties associated with cross-border stake disputes. In addition, the case emphasises the value of contingency planning, including scenarios involving the possible restitution of the stake to a prior owner, alternative dispute resolution options, and the potential implications for corporate control.

Looking Ahead: Timeline, Next Steps, and Strategic Considerations

With the February 6, 2025 hearing on the horizon, the immediate next steps focus on the court’s assessment of GLAS SAS’s application for the forced return of the stake. The decision in Singapore will determine whether the stake returns to European TopSoho or whether other outcomes remain possible within the frame of Singaporean law and any applicable cross-border considerations. The hearing will also shape subsequent procedural steps, including potential appeals, the management of interim relief, and any related evidentiary processes that could influence final resolutions of the ownership dispute.

In addition to the February hearing, Xinbo’s appellate challenge to the December 2024 ruling could generate additional procedural milestones, potentially extending the dispute’s timeline and introducing further interlocutory decisions. The interaction between these parallel tracks—GLAS SAS’s enforcement request and Xinbo’s appellate claims—will likely determine the pace and scope of the dispute’s resolution, as well as the timing of any noteworthy changes to SMCP’s capital structure.

For SMCP’s management and board, the evolving situation necessitates careful monitoring of legal developments and proactive preparation for a range of outcomes. This includes preparing communications that clearly explain potential implications for corporate governance, investor relations, and strategic priorities. The company may also consider scenario planning for different ownership configurations, ensuring that operational plans, financing strategies, and growth initiatives remain adaptable to changes in shareholding and control dynamics. In the medium term, SMCP could explore ways to maintain continuity of brand strategy, retail expansion, and digital investment, regardless of the ownership outcome, so as to preserve its competitive position in the global accessible luxury segment.

Throughout this process, stakeholders will be watching the trajectory of cross-border litigation with particular interest in how English and Singaporean law interact in resolving complex asset transfers. The case underscores the ongoing importance of strategic risk management, robust corporate governance frameworks, and transparent communication with investors and markets as cross-border disputes unfold and potentially reshape ownership structures in globally integrated fashion groups like SMCP.

Conclusion

The unfolding cross-border dispute over SMCP’s 15.9% stake—originating from a 2021 sale to Dynamic Treasure Group and proceeding through English and Singaporean courts—continues to evolve, with a pivotal February 2025 hearing in Singapore on GLAS SAS’s forced return application. Singaporean courts’ December 2024 decision denying Xinbo’s claims adds another layer to the dispute, with Xinbo appealing that ruling. The stake in question comprises 12,106,939 SMCP shares, representing about 15.5% of the current share capital, and its disposition could materially affect SMCP’s capital structure, governance, and strategic trajectory.

SMCP remains a global leader in accessible luxury, anchored by four Parisian brands—Sandro, Maje, Claudie Pierlot, and Fursac—and supported by a broad international footprint across 48 countries and more than 1,600 stores. The brands’ Parisian heritage, combined with strong digital channels, position SMCP well to navigate the uncertainties of cross-border asset disputes while continuing to drive growth and brand equity. The outcome of the Singapore proceedings will likely influence not only the immediate ownership configuration but also the broader governance narrative, investor relations, and strategic planning as SMCP advances its long-term vision in the competitive luxury fashion landscape.