Grenke – Quick take oN the first statement from W. GRenke

Disclaimer: There is some real wild speculation in this post which represents an explicit personal opinion from a concerned investor and nothing else. Please don’t take this seriously and please don’t sue me !!!!

Just a very quick update on Mr. Grenke’s release that came 1 hour later than announced (when my index finger already began to hurt from refreshing the home page).

I have copied out only the “juicy” part, highlights are mine:

Die GRENKE AG gewährt den Franchiseunternehmen Unterstützung beim Aufbau der lokalen Strukturen und stellt bei Bedarf die Refinanzierung der Leasing- oder Factoringabschlüsse im banküblichen Rahmen sicher. Hiervon zu trennen sind Anlaufkosten und der Aufbau des jeweiligen Franchiseunternehmens selbst. Diese wurden über die CTP Handels- und Beteiligungs GmbH, Wien, finanziert. Die CTP GmbH nahm dabei die Rolle eines Private Equity Investors ein. Sie übernahm gerade solche Chancen und Risiken aus dem Aufbau der Franchisegesellschaft, die die GRENKE AG erklärtermaßen nicht tragen wollte. Die GRENKE AG selbst hat in der Vergangenheit wiederholt von der Ausübung des Erwerbsrechts ganz Abstand genommen oder die Gesellschaft im Ergebnis zu deutlich reduzierten Kaufpreisen erworben.
Bis zur (mittelbaren) Übernahme der CTP GmbH durch Herrn Grenke Ende Januar 2020 waren die GRENKE AG und Herr Grenke selbst
– weder an der CTP GmbH oder mit dieser verbundenen Strukturen beteiligt
– noch haben sie diese kontrolliert
– noch haben sie diese vertreten.

Herr Grenke selbst hat keine Zahlungen von der CTP oder den Unternehmen der verbundenen Strukturen erhalten.

Der Erwerb der CTP Anfang 2020 wurde seit Beginn der Vertragsverhandlungen im Jahre 2018 transparent behandelt und wird im Ergebnis von der GRENKE AG begrüßt. Dem gewachsenen Einfluss des Franchisesystems der GRENKE AG wird damit Rechnung getragen.
Bereits ab dem Jahr 2014 erwarb die Garuna AG von der CTP GmbH 10% an einzelnen gehaltenen Franchisebeteiligungen mit dem Ziel, die Beteiligungsquote der CTP an den Franchisegesellschaften auf unter 50% zu reduzieren und damit eine mehrheitliche Beherrschung zu verhindern. Die Aktien der Garuna AG werden von einer persönlichen Vertrauten von Herrn Grenke, Frau Corina Stingaciu, als wirtschaftliche Berechtigte gehalten.

So Mr. Grenke bought CTP only in January 2020 which seems to have been information leaked already in a Spiegel article. He clearly confirms that he didn’t take out any money out of Grenke via CTP or any related entity. On the other hand, the Garuna story is really weird.

Googling his “close confident” Corina Stingaciu only reveals this one position as manager of Garuna, no Linkedin profile and a picture of her and Mr. Grenke on a social event in Baden Baden from February this year:

Corina

Looking at the picture I will now make a wild speculation: Could it be that she is MAYBE Mr. Grenke’s girlfriend ? The reason hwo I came to this conclusion is the fact that when you type “Wolfgang Grenke” into Google, at least in my version “Freundin” (Girlfriend) is added as first recommended additional search term but doesn’t reveal anything in the results. 

To be honest, this part of the release is “fishy” and not self explaining. Still, i don’t think that this is the next Wirecard, not even close, but I also don’t think that Mr. Grenke is really transparent here. To me, “gifting” somehow a stake to his potential girl friend is not that much better than taking out the money personally, but again, this is wild speculation.

In my opinion, tomorrow he would need to answer questions such as:

  • who were the old owners of CTP ?
  • did CTP invest in anything else than Grenke franchises ?
  • What profits did CTP make over the last 5,10,15 years being a PE company from selling Grenke franchises ?
  • what was the transaction price  for Mr. Grenke ? (Important !!)
  • what did Mrs. Stingaciu pay via Garuna for her stake in the franchises ? Did she pay at all ?

So let’s see how tomorrow turns out, but this is unfortunately not a “Persilschein” for Mr. Grenke himself.

 

35 comments

  • Long interview with Mr. Grenke in todays’ Handelsblatt. He confirms btw that Corina Stingaciu of Garuna AG is his girlfriend – so much (again) for a conflict of interest and his controlling influence. I hope that Mr. Grenke will retire from the board as he lost his credibility towards the shareholders over the financing of the franchise companies.Even if all the other accusations will be sorted out has become a liability now to the company.

  • Investigative journalist Roddy Boyd with a not so positive special feature on Fraser Perring from November 2019::

    https://ffj-online.org/2019/11/04/fraser-perring-chronicles-of-deceit-part-one/

    • Viceroy is acredited for early warnings on Wirecard and on Steinhoff (although it is reported to have plagiarized research) but its most recent attacks on NEPI Rockcastle and Capitec proved to be groundless. NEPI Rockcastle was attacked by Viceroy at year-end 2018 in a comparable way (i.e. short position combined with a so-call research paper with allegations of fraud that lacked credibility to say the least). Allegations on NEPI were strongly rebuked by facts and documents. NEPI was cleared by regulators of any wrong doing and the performance of its bonds was outstanding. It is worth reminding that South Africa’s central bank governor portrayed Viceroy as a ‘hit squad’ “a short-seller that has targeted two South African companies this year [NEPI and Capitec], is profiting unethically from its reports and has escaped sanctions from local regulators because it is domiciled elsewhere”. Viceroy faces a criminal probe in Germany over market-manipulation on ProSiebenSat.1 Media SE (Springer’s), doesn’t it ? It was also shorted and deemed un-investable by Viceroy, but that investigations are I guess challenged by those same accountability and territoriality issues raised by the SA CB governor

  • Some really good news from Grenke:

    https://www.dgap.de/dgap/News/adhoc/grenke-wolfgang-grenke-laesst-aufsichtsratsmandat-ruhen/?newsID=1398969

    The main points:
    – review of Franchise M&A transaction via independnet auditor
    – Mr. Grenke is leaving the Supervisory board (for the time being)
    – Grenke AG gets the opportunity to purchase the existing Franchises until 2021

  • “The previous owner has and had no affiliation with the GRENKE Consolidated Group under corporate law.“

    Very telling. Does not rule out any affiliation with WG.

    • Repeatedly dodged questions around Sacoma/CTP ownership.

      Beyond that, the most revealing answer for me was when asked why Mr Grenke was investing in Sacoma now, she essentially responded that it is a risky investment for financial investors so this is something he feels he can do for the company now. But Grenke itself could be the 60% financial backer alongside the local MD at 40%. It is rather bizarre that it would be WG and there are several possible explanations:

      – The existing and prospective franchises are not very attractive opportunities (so question over Grenke future growth from international then)
      – Grenke’s call option terms are very unfavourable to 3rd party investors, so they are unable to attract outside money (seems unlikely to me)
      – Grenke AG believe it is not a good use of capital (bizarre as arguably Grenke is surely the best strategic investor alongside the local MD and the amount of start-up risk capital is not very material for Grenke)
      – They do not want to consolidate (not a great reason, as surely it is relevant to Grenke AG shareholders in understanding Grenke AG’s growth prospects to understand the future prospects of these franchises, as almost all of them appear to ultimately be acquired)
      – WG will be very involved with new franchises (especially for eg USA) and therefore Grenke AG is still very reliant on him, despite having given the impression that a management succession had taken place following his resignation as CEO.
      – Some other less salubrious reason, eg as shareholder anonymity no longer possible in Switzerland from 2021, avoiding disclosure of previous owner.

      • All good points. I personally think that someone might also have a tax issue. But yes, this is still very muddy. I would be interested if CTP has been offered to Grenke AG as well or if W. Grenke had some kind of priority rights.

    • Yes, could be family members, trophy wives or golf partners.

  • Viceroy is out with a new follow up:

    Click to access Viceroy-Research-Response-to-Wolfgang-Grenkes-statement-Sep-18-2020.pdf

    Overall nothing new there. With regard to IFRS consolidation, I think Prof. Meintner from Valuesque has the more differentiated view.

    Actually, in this case, the DPR will be the right instance to clarify this issue. This is what these guys do well.

  • A friendly reader sent me an interesting link. If you search for Wolfgang and Anneliese Grenke in the “offshore leaks” database, one gets the following result:

    https://offshoreleaks.icij.org/nodes/55026013

    So these Maltese company was established in 2004, is run by Mr. Grenke and owned by him and his wife. Looks like some kind of “tax optimization” on his private accounts,

    In my experience, typical German “Mittelstand” Founders do not like to pay personal taxes and often try to structure their wealth in a way to avoid personal taxes as they think that they pay enough taxes within “their” company.

    But this unfortunately adds another mosaic stone to the picture of Mr. Grenke’s intransparent behaviour in his private finances.

    I guess we wil not get that many more answers from him this afternoon. This is not how these “Patriarchs” tick. They want this to go away quickly without revealing anything.

  • There is another explanation for WG’s growing interest in the franchise system: it isn’t working very well.

    Most of Grenke’s growth in the last 10 years has come from their core geographies of Germany, France, and Italy. Yet they have been in ‘promising’ locations like Brazil and Turkey for 8-9 years. In their 2011 annual report they say “Thanks to the conclusion a new franchise agreement for Turkey – the fastest growing economy in Europe – we have secured a foothold in this highly attractive market”. In their 2012 report they say: “And following the conclusion of a franchise agreement for Brazil – the most populous country in South America and the world’s sixth-largest economy – we are now also active outside Europe as per fiscal year 2012.” Yet these are 2 of 7 locations outside Europe that in total still account for less than 4% of the total business in 2019.

    Why is this a problem? Because prior to the short report the shares were trading at >20x and prior to Coronavirus were trading over 30x. Of course, they have grown a lot in their core European geographies and have compounded earnings 17% or so since 2011. But WG has for years now played up the international growth potential.

    So there may be a more ‘innocuous’ outcome to all this than money laundering, rampant misspelling, missing cash, personal enrichment, etc, which is simply a rerating of the shares to discount any future international growth and/or potential saturation in core markets.

  • With all the holding and company names its sometimes hard to follow for me.
    you asked the question: who were the old owners of CTP ?
    but in my understanding the owner of CTP was and is still SACOMA AG.
    shouldn’t be the question – who where the old owners of SACOMA AG? and were the former owners of SACOMA in any direct or indirect connection with Mr Grenke or the Grenke AG?

    just asking to see if I get something wrong here.

  • I‘ m also disappointed in Mr. Grenke to set up these intransparent structures around CTP and obviously using Stingaciu as a strawmen to hide his effective stake and influence on the various companies surrounding the franchises. Grenke AG has been a favorite among German small cap value investors for a long time, and Mr. Grenke always presented his company as a rock solid and integre family controlled business.
    As for the private equity investments in the franchises, from my experience my best guess is pretty clear. Mr. Grenke and his Friends & Family were investing via CTP (maybe through a fund vehicle or some hybrid or mezzanine loan) into the newly opened franchises. Thats why it does not really matter if he was a shareholder or officer in CTP as a company, because his returns were on the level of the fund/loan (whatever). But unlike any ordinary PE investment they mitigated the risk significantly by having Grenke AG as a designated buyer after 3-5 years. So effectively you have a PE investment without much of the exit risk. Provided the franchise does not fail completely of course. But even if one franchise fails, after investing in a bundle of e.g. 5-10 franchises, the performance of the „portfolio“ in terms of IRR and risk/reward is probably exceptionally good.
    This does not necessarily mean that Grenke AG is paying too much for the individual franchise. As was discussed here before, the merits of not having the start-up costs and risks on the Grenke P&L and balance sheet are debatable. But at the end of the day i think the private equity investments of Mr. Grenke into the franchise companies are a lucrative side business he set up on the back of Grenke AG that has now been exposed.

  • To me this whole issue regarding the franchise system looks like they have found ways to hide something or avoid the identification of the beneficial owner of companies. In general this is behaviour related to money laundering, but I guess in the case of Grenke it may be for tax rreasons and perhaps even to control a company without being the beneficial owner. This clearly casts a shadow with regard to corporate governance, but in all I would think for now its more like the tax avoiding systems of many mega caps.

  • Corina or Corinna is the cover-name of any luxury whore, including the one used by the cappo maffioso in that fascist regime of the Iberian mittelinseln.

  • I think the release was planned 4pm UK time.. so not too late, but the official press release to announce it did not include it. A bit unprofessional…

    • Hmm, the original text of the German announcement was:

      Bereits am heutigen Donnerstagnachmittag wird es gegen 16 Uhr ein kurzes schriftliches Statement von Wolfgang Grenke geben, in dem er insbesondere auf die gegen ihn persönlich gerichteten Anschuldigungen und den Themenkomplex Franchise eingeht.

      That sounds like 4 Pm CET to me 😉

  • The report stated that ctp was owned by sacoma, which apparently has same address as Garuna. According to this https://business-monitor.ch/de/companies/476270-sacoma-ag. Sacoma was co-founded by Mr Grenke .

    There is clearly a link, and I think all this should be made transparent. I hope we get more information tomorrow. But I also can’t imagine that this is a second wirecard…

    • Actually thinking about again: If Sacome is related to BTP, then Grenke’s statement is wrong:

      Bis zur (mittelbaren) Übernahme der CTP GmbH durch Herrn Grenke Ende Januar 2020 waren die GRENKE AG und Herr Grenke selbst
      weder an der CTP GmbH oder mit dieser verbundenen Strukturen beteiligt
      noch haben sie diese kontrolliert
      noch haben sie diese vertreten.

      That would be again a good question: How exactly are/were Sacoma related to BTP ?

      • If moneyhouse.ch is correct then:
        Since 2015 Garuna & Sacoma have the same adress and Prof Dr Jörg Erich Wilhelm was president or member in both. He and Friedhelm Gruber & Dominik Eggenberger (initially in Garuna) seems to be tax specialist.

        Same adress & same president for ctp Licensing AG, ctp Service AG and SBH Investitionen AG. All three have merged beginning of the year with Sacoma and Prof Dr Wilhelm left. Thomas Konprecht joined Garuna in 2019 and Sacoma in 2020 with Grenke. Isn´t it a little odd that all the tax experts have been removed but not Corina?

      • Regarding CTP Handels- und Beteiligungs GmbH I found this link https://www.kompany.com/p/at/223986t. Not sure how trustworthy and some infos are empty so you have to pay to get all necessary data.

        In 2013 Thomas Konprecht joined CTP as executive director (=Geschäftsführer?).
        In 2014 Sacoma made an investment into CTP. They replaced CTP Holding FZE. Friedhelm Gruber, one of the initial members of Garuna left Sacoma.
        In 2020 Wolfgang Grenke joined.

  • Just found… Report Grenke Factoring GmbH, Baden-Baden, Page 7/10
    Verbindlichkeiten gegenüber verbundenen Unternehmen
    “… Darlehen der Gesellschafterin CTP Handels- und Beteiligungs GmbH …”

    Click to access 090415_bilanz_08_gf_incl_anhang.pdf

  • Just out of interest I tried to find a picture of Wolfgang Grenke and his spouse, Anneliese. The most recent one that I found where they appeared together is from 2013:

    https://www.imago-images.de/st/0061286244

    In 2014, Corina/Simona received her participations. Maybe a coincidennce, maybe not.

    • not so important, but WG said he met his current girlfriend in 2008 in Vienna, if that helps your “is Corina WG’s girlfriend?” research 🙂

  • Thanks for your comments !

  • [Sorry initially posted this under previous thread].

    Who owned CTP before 2020? Why did WG buy it? Why did they not want CTP to have control in 2014 and why did a ‘confidant’ of WG become the swing shareholder? In the past, for which franchises exactly did Grenke AG not exercise their call option?

    Maybe there are good answers for these questions but until given, doubts remain. Also, no one serious is questioning the commercial logic of the franchise system, just the setup involving related parties, so the defensiveness is also a bit disturbing…

    Oh and why say you only ‘arithmetically’ own 8% when your wife and children own 32% too?

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