FNG scandal: who benefited?

It seems that the current scandal at Belgian fashion retailer FNG has been deeply rooted into its past. Is finding out who benefited the key to the secret? And what else will be uncovered?

External sanitiser

The sudden fall of the rising star in Belgium’s fashion industry has been a surprise for many, and the specialised press and the watchdogs are only now beginning to uncover the full extent of the matter. What we and others have puzzled together, looks like a web of strange companies operating in a ‘grey zone’ and some financial hi-tech.

Since 2014, a mysterious, small company called Mogali is operating in the shadows of the ambitious fashion group. Belgian newspaper De Standaard has found out that this company leads to Dutch entrepreneur Rens van de Schoor, who seems to be the key figure in the remarkable rise of FNG.

Van de Schoor bought several ailing chains (like Steps and Miss Etam) with his private capital, then restructured them again and sold the ‘clean’ companies to FNG. This system was also used for the purchase of Brantano (jointly with former FNG CEO Dieter Penninckx and Belgian shoe giant Wouter Torfs): private acquisition first, then sanitising the chain and only then admitting it into the FNG group. This means the latter now has a 4 % stake in FNG, representing an investment of 20 million euros that has gone up in smoke as the scandal became public.

Was Belgian fashion chain e5 Mode next in line? The chain entered into a commercial partnership with FNG just months after it was bought by Frédéric Helderweirt – who studied together with Penninckx and is a former employee at Brantano. FNG vehemently denied wanting to acquire e5 Mode, but said the companies would work together through purchase companies in Asia. However, it is now exactly these companies where dubious transactions and deals without contracts have surfaced. It is not yet made public what exactly happened in Hong Kong, but journalists and watchdogs are digging into this matter.

Trade in shares

This begs the question why the trick of purchasing privately and then selling on has been such a fixed procedure in the FNG group. The short answer: not only is this procedure safer for the whole group (as the risks from the restructuring are limited to the private purchaser and not the listed group), but a share sale is not subject to taxes in Belgium – so the private purchaser can keep all the money he makes from selling the company. However, one can ask himself if this construction is not too dodgy if one sells a company to one of his own financial constructions…

Rens van de Schoor’s Mogali may not be the only smaller company operating in the shadows: De Standaard reports that there are a good number more mysterious shareholders that hide behind shady constructions. They note that FNG – as first Belgian listed company – now introduces a double voting scheme: people who hold their shares for longer than two years, have double the weight at votes. This construction would, according to the newspaper, benefit exactly one shareholder – who remains unnamed.

Omerta untenable

Is the key to the secret the fact that some people have been getting rich in the shadows? The current ‘omerta’ seems untenable: too many people (should) know of the structures to maintain the silence. But FNG was – and is – a company with deep roots in all parts of Belgian business: a large number of retail giants are (or were) shareholders, investors or members of the board.

The latter should have been keeping a close eye on the company’s finances – especially given the many changes in the financial management and even a period without a CFO at all. The constructions are way too big to have been put into place by just one person. The Belgian stock exchange watchdog is less lenient and has started no fewer than four separate investigations: why the shares suddenly halved in value after a strange transaction, the transactions in Hong Kong, and two unnamed different issues.

Another problem is FNG’s deep roots in Belgium’s business high society: the fact that a big part of the 3,000 jobs of FNG are at risk, is used as a big lever to pressure the banks into admissions: not only did they hand out loans, but they also eagerly sold FNG bonds to their customers.

Exiting as a shareholder is also a big risk, as it almost guarantees huge losses. Finding someone interested in saving FNG by a complete acquisition is also virtually impossible: possibly the best option is a huge restructuring that turns the company into an interesting bride for German fashion giants. However, who would be interested in buying such a clutter of constructions – especially if the Belgian judicial services also take an interest in the situation…