SMCP to Sell Controlling Stake Amid Legal and Economic Resolution

The protracted economic and legal challenges faced by SMCP and its creditors appear to be nearing a resolution. The group, renowned for its Sandro, Maje, Claudie Pierlot, and Fursac brands, announced on Thursday its intention to sell up to 51.2% of its share capital. This process, anticipated to span "several months," is expected to "stabilise its shareholding structure" after years of complex ownership disputes.

This strategic move is a direct consequence of a pivotal development in August 2025: the mandated return of a 15.5% stake in SMCP. This portion of capital had been improperly transferred to a trust in the British Virgin Islands by its Chinese shareholder, who defaulted in 2021, and was subsequently returned to a Luxembourg holding company. This crucial step was confirmed by the court-appointed liquidator representing the holding company, European Topsoho (ETS), and the administrators overseeing the process.

The intricacies of SMCP's shareholding began in 2017 when, at the time of its IPO, the Chinese conglomerate Shandong Ruyi became the majority shareholder through ETS, an investment vehicle registered in Luxembourg. However, burdened by significant debt, Shandong Ruyi defaulted in 2021, leading to the loss of most of its stake to a consortium of creditors, collectively known as Glas. Prior to this, ETS had controversially sold approximately 16% of its stake to Chenran Qiu, the daughter of Shandong Ruyi's founder, held within the Dynamic Treasure Group (DTG) trust in the British Virgin Islands.

Deeming this transfer irregular, Glas embarked on a multi-year legal battle across Europe and Asia to recover the stake, ultimately prevailing. As a result, in August, the 15.5% stake in SMCP was successfully returned to ETS. Following this, on November 21, the Luxembourg District Court granted authorisation for its sale, as confirmed by SMCP in a press release.

The total offering for sale encompasses a significant portion of the company's capital, specifically the 15.5% stake returned to ETS, the 28% stake currently held by Glas, and an additional 8% stake also held by ETS. This combined sale represents a controlling interest, with a buyer of the 51.2% stake also acquiring 50.7% of the group's voting rights, thereby gaining effective control of the company.

The remaining capital distribution includes a 40.4% free float – shares freely traded on the stock exchange, with the share price standing at €5.95 on November 27. Additionally, 7.7% is held by the group's founders and employees, while 0.6% constitutes treasury shares.

SMCP has expressed its strong approval of this project, highlighting its potential to "stabilise its shareholding structure and focus on pursuing its development strategy." The group also noted that should the sale exceed "more than 30% of the company's share capital, the purchaser of this block (acting alone or in concert) could be required to file a draft public tender offer for all SMCP shares." However, the company cautioned that "at this stage, there is no certainty that this process will be successful and the final decision on disposal rests with the holders of the aforementioned stakes."

Under the leadership of Isabelle Guichot, SMCP reported revenues of €1.212 billion in 2024 and operates in 49 countries worldwide. The first nine months of its 2025 financial year showed continued positive momentum, with a 2.8% increase in sales to €896 million. The group has also seen improved profitability, a higher proportion of full-price sales in recent years, and a marked reduction in its debt burden. Its business, with 65% of its revenue now generated outside France, is predominantly driven by its flagship brands, Sandro and Maje, which account for 88% of its activity.

The stock market valuation of the ready-to-wear group, which boasts 1,651 points of sale globally, surpassed €450 million on Thursday evening. The industry now awaits to see which entity will step forward to acquire a controlling stake in this prominent name in French accessible luxury.