Groza and Naumenko's company GNT Group has blocked the operation of a grain terminal in Odessa. Detailed chronology of the conflict

In 2019 and 2021, a group of companies of Ukrainian businessmen Sergei Groza and Vladimir Naumenko, GNT Group, received investment loans from two American funds Argentem Creek Partners (ACP) and Innovatus Capital Partners for the sum of $ 95 million for the development of the Olympex grain terminal in Odessa. Over time, it became clear that two "enterprising" businessmen not only did not plan to repay the loan, but also sold the terminal's collateral through a number of gaskets controlled by them, while they were negotiating with the Americans on loan restructuring. Now international courts are trying to put an end to the conflict, but so far this has not happened, GNT Group is doing everything possible to prevent a new manager from entering the terminal. UNN tried to figure out where the American money and property of the terminal had gone.

In 2006, Vladimir Naumenko and Sergey Groza's company GNT Terminals attracted investments from Raiffeisen Bank and began construction of a grain terminal on the territory of Olympex Coupe International LLC, which Groza and Naumenko bought in 2003.

Later in 2009 – the company raised $35 million. the investments of the European daughter of the American corporation CHS Inc. and they began a joint project to create an export grain terminal. It was assumed that CHS would manage part of the terminal's capacity, including transport infrastructure, through the CHS Europe office in Geneva.

In 2015 the European Bank for Reconstruction and Development (EBRD) approved a secured long-term loan for GN Terminal Enterprises Limited, which is part of the GNT Group, in the amount of $ 40 million to increase the capacity of the grain terminal in the port of Odessa.

The EBRD also approved the allocation of a loan in the amount of up to $18.7 million. ​​a subsidiary of the Cypriot GNT Olimpex Holding Ltd, which is also part of the GNT Group, for the construction of grain drying and refining facilities in the Odessa port. This complex was to be integrated with the transshipment terminal of LLC ZPK Inzernoexport. This company is also controlled by Groza and Naumenko.

According to media reports, GNT Olympus Holding Ltd is an offshore company that still receives remuneration for the services provided by Olympex Coupe International using its assets. 

It is worth noting that in September 2017, the State Fiscal Service of Ukraine conducted a search at the terminal, the basis for which was an agreement concluded by Olympex Coupe International in 2015. Then the SFS decided that the agreement had been concluded with a dubious counterparty.

2019

In the summer of 2019, the State Department of Internal Affairs in the Odessa region also conducted an audit of Olympex Coupe International and revealed the late receipt of foreign exchange earnings under contracts signed with Black Sea Comodities Limited. The amount of overdue accounts receivable amounted to about $50 million. On July 10, the tax authorities counted "Olympex Coupe International" a fine in the amount of almost UAH 646 million. 

Criminal proceedings No. 12022000000001431 were even opened on this fact.

In 2019, the fourth stage of the construction of the Olympex Coupe International terminal was completed, and CHS Inc. curtailed its investment activity in Ukraine and withdrew from the project for the construction and development of a grain terminal. According to the terms of the investment agreement, CHS Inc. was to receive privileged conditions for grain transshipment at the terminal. However, the conditions provided by GNT Group did not suit CHS Inc. Investors regarded this as deliberate actions aimed at ousting them from the terminal's assets. Later, CHS Inc. She appealed to international courts and of the $35 million invested in the terminal, they managed to return some of it.

In order to buy out CHS Inc.'s 26% stake, GNT Group began a refinancing search. 

On November 12, the Ukrainian company managed to obtain a loan in the amount of $ 75 million. from the American credit expert company Argentem Creek Partners (ACP). The investor opened two credit lines for the Ukrainian company in the amount of $50 million and $25 million. Their maturity date was set on December 5, 2021. According to Groza and Naumenko, these funds were subsequently used to repay the EBRD loan and buy out 26% of CHS Inc.'s stake in the Olympex grain terminal.

2020

In 2020, according to GNT, the company closed trade finance lines in European banks for about $ 150 million.

However, in 2020, Olympex Coupe International LLC also took out a mortgage in the bank Pivdenniy secured by the terminal's property in the amount of UAH 158.7 million ($17.5 million)  with the help of Ferko and Ftormetexport firms controlled by Groza and Naumenko with a repayment date of July 31, 2024. These two companies pledged to the bank, including half of the Olympex terminal, which was already pledged by an American investor.

It is worth noting that Vladimir Naumenko is the beneficiary of the Ferco Group through Enosi Advisory Limited, Velling Assets Ltd and Ivst Consulting Ltd. 

According to media reports, Ferko Group and Ftormetexport already had debts at that time on dubious transactions for the sale of agricultural products and their export under the commission agreement. Ferko has UAH 295 million, and Ftormetexport has UAH 58 million.

During this period, according to GNT Group, the company received permission from the ASR to open credit lines from Vostok Bank secured by property.

In addition, at the end of the year, a corporate agreement was signed between the Ukrainian company and an American investor, according to which two directors, Alexey Pavlenko and Bogdan Khomyak, were appointed to the Board of Directors of the managing holding company GN Terminal Enterprises Limited from the creditor (ACP).

2021

On January 28, 2021, GNT Group received another investment tranche, but this time from the American fund Innovatus Capital Partners. The loan was issued in the amount of $ 20 million secured by double coverage of grain and corporate rights on Pari Passu terms (on equal terms) with the ASR. GNT Group pledged 100% of the authorized capital of Olympex Coupe International to the American company, with a total value of $176.6 million.

Also in the summer, GNT Group signed several loan agreements with private financial companies. 

After the maturity date for investment loans on December 5, 2021, the accounts receivable of Olympex Coupe International LLC to the ASR amounted to $ 160 million. The company then reported that it had purchased large volumes of agricultural products and had only 58 thousand dollars. This information was later denied.

ASR experts managed to establish that, contrary to Groza and Naumenko's statements about the lack of funds, they transferred more than $41.6 million to affiliated organizations. In addition, the company tried to use Ukrainian banks to fictitiously withdraw its assets for debts in order to buy them out on behalf of new controlled legal entities.

2022

In February of the following year, according to Groza and Naumenko, the ASR allegedly agreed to extend the repayment date of the loan until March 31, 2022. At the same time, if the refinancing is in good faith, the American fund was allegedly ready to postpone the fulfillment of obligations until May 30, 2022.

Also in February, before the start of a full-scale invasion, according to Ukrainian businessmen Groza and Naumenko, Cotecna confirmed the availability of collateral grain at the terminal. 

But the American fund Innovatus Capital Partners does not believe this audit and believes that the collateral grain belonging to them was looted and sold. The total amount of the pledge was estimated at $ 25 million. GNT Group denies the accusation of the Americans of illegal actions in relation to the pledged grain in the amount of $ 25 million, which was stored at the terminal.

Starting on February 24, the Innovatus Capital Partners fund began demanding that the Ukrainian company repay the loan.

The day after the first demand, on February 25, according to Groza and Naumenko, Olympex Coupe International LLC informed the American foundation that it was impossible to ensure grain storage and quality control due to military risks, lack of capacity for long-term grain storage and the inability to rotate cargo due to missile attacks.

Upon expiration of the new repayment period of investment loans to the ASR, in April 2022, according to Groza and Naumenko, at a meeting of the Board of Directors of GNT Group, the company's financial director Dusan Denich asked the American fund for a new postponement of all payment obligations of the Ukrainian company. The businessmen claim that during this period there were no statements about forced debt collection by American funds.

According to Groza and Naumenko, GNT Group gained access to the Olympex terminal only in May 2022. Upon entering there, they allegedly saw that the grain (barley, wheat and corn) began to deteriorate, and subsequently they disposed of it.

On May 13, the international inspection and certification company Bureau Veritas allegedly conducted an inspection of grain pledged by Innovatus and documented its spoilage. Wet grain in an enclosed space can be explosive if hit by a projectile. This, according to the management of the terminal, became the basis for the immediate disposal of spoiled grain.

According to Innovatus Capital Partners, GNT Group did not warn them about the disposal of grain worth $ 25 million, although it was obliged to send a corresponding message.  In addition, the fund stressed that Bureau Veritas checked only 15% of the grain that was stored in the terminal. The company's report did not say anything about corn, which was the most at the terminal.

Innovatus also stated that GNT Group did not allow inspectors appointed by the fund to fully inspect the Olympex terminal, they were given only documents, but were not allowed to look at the grain. According to Innovatus, there was no grain on Olympex in January 2022.

At the meeting of the Board of Directors of GNT Group on July 6, 2022, it was decided to involve Ziff-Ivin Associates Ltd to audit the condition of the grain terminal. Since 2020, at the request of the ASR, this company has been making reports on the results of the work of the GNT holding every quarter.

After that, on July 14, the Western Economic Court of Appeal decided to ban registration actions against Olympex Coupe International LLC.

It is worth noting that on July 22, John Patton, regional head of the Argentum Creek Partners International Investment Fund (ASF), proposed a draft agreement on deferring payments until September 30, 2022. This document also provided that at the end of 2022, Ziff-Davis Associates Ltd would conduct an audit of the GNT Group's activities.

A little later, in August, GNT Group informed ASR that in May the company sold 63 thousand tons of sunflower seeds with a loss of $ 41.5 million. due to the fact that the seeds allegedly deteriorated. 50 thousand tons of sunflower seeds were stored at the elevator of LLC "Vidrodzhennya" (part of the Sunolta group), which previously belonged to the Ferko company controlled by Naumenko. 

The ASR is confident that in fact this sunflower was processed into sunflower oil at the plant, which is located on the territory of the elevator. The fund also believes that the GNT Group exported this oil in April-June. Groza and Naumenko, in turn, convince the Americans that their company did not conduct any export operations during this period.

After a break, since the beginning of October 2022, Groza and Naumenko continued negotiations with Innovatus Capital Partners on repayment of debts in the amount of $ 20 million. The Fund was ready to make concessions and make a significant discount to repay the debt as soon as possible.

 At this time, law enforcement agencies became interested in the activities of Groza and Naumenko again. On November 21, 2022, the Bureau of Economic Security opened criminal proceedings No. 42022100000000598. During his investigation, a scheme for exporting agricultural products outside the territory of Ukraine without paying taxes was exposed by using the details of enterprises with signs of "riskiness" in export operations. In particular, the investigation found that the enterprises of OUTSTAFF 19 LLC, EXPRESS ALL LLC, AGROTRANS GROUP LLC, which were classified as "risky", were used in illegal activities.

During the searches, law enforcement officers found grain at the Olympex grain terminal, which was stored there without proper documents.

Less than two weeks later, on December 2, Vostok Bank began the procedure for recovering the terminal's property under a loan agreement with GNT Group, which expired on March 25, 2023.

Despite this, on December 13, Groza and Naumenko, during communication with the managing director of Innovatus, Ana Firmato, continued to convince American investors of their desire to repay the debt, but did not receive consent from the second creditor, ACP.

In mid-December, according to GNT Group, the company also  contacted Abu Dhabi Ports (ADQ) and Yas Holdings (Elite Agro) allegedly about the possibility of attracting strategic investment, which would allow refinancing of debt to ASR and Innovatus.

On December 19, the credit agent Medison Pacific Trust, acting on behalf of the ACP Foundation, with the help of state registrar Yuri Kozlov, changed the directors and legal addresses of three companies that are part of the GNT Group - LLC Olympex Coupe International, LLC Inzernoexport and LLC Metalzukrain Corp Ltd from Odessa to Lviv.

The next day, on December 20, ASR sent a letter to Groza and Naumenko demanding that the loan be repaid immediately. On the same day, the agent of the lender Medison Pacific Trust replaced Vitaly Marchenko, director of Olympex Coupe International LLC, with Igor Kulak, a lawyer for Hillmont Partners representing the interests of ASR.

After that, on December 22, another criminal proceeding No. 12022000000001431 was opened on the fact of embezzlement of grain reserves, it involves LLC "Olympex Coupe International".

On December 23, ACP creditors announced the beginning of enforcement measures against the GNT Group grain terminal. The funds accused the GNT Group of opacity. ACP had a comprehensive security package for GNT Group's capital, which allowed the fund to establish control over GNT Group's business in Ukraine and Cyprus.

In December, Raven Jesse Groom-Baker was appointed the new director of GN Trade DMCC (the holding company for all Ukrainian assets of the GNT Group) instead of Dusan Denich.

2023

The Pechersk District Court, in the framework of criminal proceedings No.12022000000001431 on the fact of embezzlement of grain reserves initiated by the Innovatus Foundation, on January 5, 2023, seized 100% of corporate rights in the form of shares in the authorized capital of Olympex Coupe International with restrictions on the implementation of any actions by state registrars.

The next day, on January 6, the Lviv District Administrative Court banned state registrars from carrying out any registration actions against Olympex Coupe International. 

At the same time, in January, the bank "Pivdenniy" initiated an urgent recovery of half of the grain terminal "Olympex" under the mortgage agreement, which expired in 2024. The sale price was $3.6 million, and Sunolta Com became the buyer. 

Also during this period, on January 13, the High Court of England issued a worldwide order (WFO) to freeze the assets of GNT Group in the amount of 118 million dollars.

But on the same day, an agreement was signed to buy and sell half of the grain terminal between Pivdenny Bank and Sunolta Corm.

Under the pretext of not allowing the blocking of the grain terminal, GNT Group is appealing to the courts against the decisions of registrars, Ukrainian and foreign courts initiated by ACP.

On February 6, the ASR Foundation initiated a bankruptcy case against Olympex Coupe International. The bankruptcy procedure of two more companies "Metalzukrain Corp Ltd", as well as the parent company of GNT Group -  GN Terminals Enterprises Limited (Cyprus) began in the period February - March.

The next day, on February 7, the District Court of Nicosia (Cyprus) issued an order prohibiting ACP and its agent Medison Pacific Trust from taking actions aimed at seizing, encumbrance or sale of the Olympex grain terminal in the Odessa MTP. 

After that, Vostok Bank joined the scheme of selling the terminal's property. On February 10, the financial institution transferred the right of claim to part of the terminal's property under its loan agreement with GNT Group, which expired on March 25, 2023, to FC Solutions Factor LLC.

In addition, Affordable Finance LLC bought from Vostok Bank the right to claim part of the terminal's property under GNT Group loans and mortgage/mortgage agreements that secured these loans.

On the same day, February 10, FC Solutions Factor transferred the right of claim to the property of the Affordable Finance terminal.

And Affordable Finance immediately sold Sunalta Oy part of the real estate of the Olympex grain terminal (dry port) for $4.7 million on February 10. At the same time, the estimated cost of the dry port was $18 million. This property was in the mortgage of the Vostok Bank as collateral for the loan obligations of the GNT Group company. 

In parallel, on February 14, a court in Switzerland confirmed the legality of the appointment of Raven Jesse Groom-Baker as director of GN Trade DMCC. The UCP stated that Dusan Denis no longer has the right to represent the interests of the GNT Group in the courts.

On the same day, the Western Economic Court of Appeal satisfied the claim of the dismissed director of Olympex Coupe International Vitaly Marchenko and completely stopped a number of decisions of the general meeting that had been taken earlier in favor of Medison Pacific Trust: on the dismissal of Vitaly Marchenko, on the appointment of Hillmont Partners lawyer Igor Kulak as director of Olympex Coupe International LLC and a change of legal address companies from Odessa to Lviv.

However, on February 15, the Economic Court of the Lviv region opened bankruptcy proceedings against Olympex Coupe International and appointed Alexey Sokol as the arbitration manager. By the same decision, the court recognized the claims of Medison Pacific Trust to Olympex Coupe International for UAH 15.1 million.

In addition, in February, ASR and Innovatus filed a lawsuit with the Pechersk District Court of Kiev against GNT Group regarding the company's debt in the amount of $ 120 million and fraudulent embezzlement of the company's agricultural products in the amount of more than $ 130 million.

This claim, according to the funds, was illegally included in an unrelated drug case and, bypassing the car distribution system, was handed over to Judge Vovk.  Contrary to the requirements, he registered his decision only 9 months later and immediately before the decisive hearings in the Supreme Court regarding the bankruptcy of one of the assets of the GNT Group. This allowed Groza and Naumenko to replace the director of Metalzukrain, controlled by the ASR.

Also on February 17, the Pechersk District Court of Kiev ruled in favor of Olympex Coupe International in a dispute with ASR and its agent Medison Pacific Trust and canceled security measures against Olympex Coupe International LLC - the seizure of 100% of corporate rights in the form of shares in the authorized capital of Olympex Coupe International with restrictions on the exercise of any actions by state registrars, in a criminal case on the fact of waste of grain stocks.

After that, on March 1, private notary Guliyev A. A. re-registered the location of Olympex Coupe International from Lviv to Odessa and replaced the head of the company . Thus, Vitaly Marchenko, a representative of the GNT Group, was appointed to the position again. 

Igor Kulak, a representative of the Hillmont Partners law firm, appealed the notary's actions to the Ministry of Justice of Ukraine. 

And already on March 9 (the document is dated March 10), the Minister of Justice Denis Malyuska signed an order with a list and analysis of a number of court decisions in this dispute and reinstated Igor Kulak to his post.

Marchenko and other interested parties filed several identical lawsuits against the Ministry of Justice in Kiev, Odessa and Lviv.

In addition, on March 10, at the request of the ASR, a temporary liquidator of GN Terminal Enterprises Limited was appointed.

On March 15, the Economic Court of Kiev refused to satisfy Vitaly Marchenko, the ex-director of Olympex Coupe International, in his application to secure a claim demanding to stop the action of the order of the Ministry of Justice. Other interested parties also received refusals in Odessa and Lviv on their claims.

At the same time, the Kiev District Administrative Court accepted Marchenko's application for securing the claim and granted it.

On March 17, the ASR reported that the Cyprus police had opened criminal proceedings against Sergei Groza, Vladimir Naumenko, Dusan Denich and other persons associated with the GNT Group company. The case was opened as a result of international judicial proceedings, including criminal proceedings in Ukraine initiated by the ASR and Innovatus funds on the fact of embezzlement of grain reserves worth $ 130 million.

On March 23, Sunolta Oy registered Grain Port LLC. And two weeks later, on April 10, as part of the re-formation of the authorized capital, it transferred the dry port of the Olympex terminal to a newly created company, of which Sunolta Oy is the sole shareholder.

On the same day, April 10, Sunalta and orm carried out the alienation of half of the Olympex grain terminal, which it bought from the bank Pivdenniy in January, in favor of Atollo Granum. The value of the alienated assets amounted to UAH 163.2 million, and Atollo Granum was supposed to deposit money by November 10, 2023, that is, seven months later.

The sole shareholder of Atollo Granum is the Estonian company Sun olga Oy. Attollo Granum does not own any other property, except for half of the Olympex grain terminal (IV stage of construction). 

In May 2023, the liquidation procedure of GN Trade DMCC (Dubai) was launched.

Despite this, on June 5, by the decision of GN Trade DMCC, the management of Olympex Coupe International, headed by Vitaly Marchenko, was appointed, and an entry about this in the register of legal entities was made on September 27, 2023.

On June 6, the Lviv District Administrative Court closed the proceedings opened on the claim of Medison Pacific Trust in connection with the violation of the jurisdiction of this dispute. It concerned the re-registration of Olympex Coupe International.

Also on June 27, the Western Economic Court of Appeal rejected the GNT Group's bankruptcy complaint.

And on July 4, the Supreme Court of Ukraine declared illegal the measures to secure the claim regarding Olympex Coupe International, Metalzukrain Corp Ltd and ZPK Inzernoexport.

Also, on July 6, the District Court of Nicosia (Cyprus) issued an order banning the arbitration manager appointed by creditors from performing any actions and conducting transactions on behalf of GN Terminal Enterprises Limited, as well as from performing any actions to liquidate its direct or indirect subsidiaries.

After that, the Primorsky Court of Odessa banned the re-registration of Olympex Coupe International on August 3, 2023.

Despite a series of injunctions, on September 27, 19:00 - 19:30, a private notary of the Kiev City Notary District, Yu.M. Badakhov, made a decision to cancel four injunctions against registration actions for Olympex Coupe International.

On the same day at 21:50, the state registrar of the Petrovirovsky village Council of the Berezovsky district of the Odessa region, O.B. Tkachenko, carried out state registration of changes to the statements of "Olympex Coupe International", as well as private notary Guliyev A.A. - replacing the head with Vitaly Marchenko and Vladimir Naumenko and changing the location of the company from Lviv to Odessa on the basis of a forged power of attorney, which was issued GN Trade DMCC to its representative Valentina Mekh.

The next day, on September 28, a private notary, N.V. Borisova, arrested the implementation of registration actions regarding Olympex Coupe International. This was done on the basis of a court decision of the Primorsky District Court of Odessa dated August 3, 2023.

A month later, on October 27, the senior investigator for particularly important cases of the GSU of the National Police of Ukraine handed over to private notary A. Guliyev a suspicion of non-compliance with the court decision of the Western Economic Court of Appeal, which was prohibited from re-registering Olympex Coupe International. 

Also, on November 13, the Ministry of Justice declared illegal the actions of state registrar Yuri Kozlov to change the head and location of Olympex Coupe International from Odessa to Lviv. The agency blocked the state registrar's access to the Unified State Register for 2 months.

On November 15, the Supreme Court, composed of judges of the Cassation Economic Court, ruled in favor of Medison Pacific Trust on the complaint of Groza and Naumenko regarding Olympex Coupe International. And the next day, a similar decision was also made regarding Metalzukrain.

Thus, the Supreme Court, by its decisions, confirmed the validity and reasonableness of the decisions of the Economic Court of the Lviv region and the Western Economic Court of Appeal.

At the same time, in November 2023, according to American funds, the director of Olympex Coupe International concluded a bonded agreement with Atollo Granum, according to which the specified company has the exclusive right to unload cargo near the terminal tanks with a volume of up to 129 thousand cubic meters. According to the additional agreement, the payment for loading and reloading services was UAH 16.80/t, and the market price of these services at that time started from $ 27/t. In this case, the contract cannot be terminated unilaterally.

It is worth noting that the Pechersk District Court of Kiev on November 30 arrested the property of Olympex Coupe International and Atollo Granum as part of criminal proceedings on the export of gray grain.

In addition, the Bureau of Economic Security is investigating criminal proceedings No. 32021160000000013, which involves the company Groza and Naumenko. The investigation found that in December 2023, LLC "Agiros", owned by smuggler Vadim Alperin, who is under sanctions and deprived of Ukrainian citizenship, exported grain from the Olympex terminal. The connection between LLC "Agiros" and LLC "Olympex Coupe International" was also recorded by the Odessa Court of Appeal in a decision dated January 11, 2024.

2024

On January 25, 2024, the Economic Court of the Lviv region decided to dismiss Vitaly Marchenko, director of Olympex Coupe International, from his post and temporarily appointed arbitration manager Alexei Sokol instead. The GNT Group has also appealed this decision.

Also on February 8 , the High Court of England and Wales refused to satisfy the GNT Group's application to lift the freezing of the company's assets. The legal dispute is still ongoing. During the dispute, the arbitration will consider the claims of Medison Pacific Trust and the counterclaim of Groza and Naumenko.

During this period, the Ministry of Justice of Ukraine also canceled the registration of ownership of real estate, which Affordable Finance sold to the Sunolta Group enterprise.

After that, Affordable Finance filed a lawsuit with the Economic Court of Kiev demanding to cancel the order of the Ministry of Justice.

About a month later, the Nicosia District Court (Cyprus) on March 13 granted Groza and Naumenko's application and canceled the order appointing a temporary liquidator of GN Terminal Enterprises Limited. All decisions made by the liquidator were also canceled.

The Sunolta Group of companies, following the example of Affordable Finance, also filed a lawsuit with the Economic Court of Kiev on March 20 demanding that the order of the Ministry of Justice, which revoked the company's ownership of the property of the Olympex grain terminal, be declared illegal.

On April 4, the Western Economic Court of Appeal left Sokol as the interim head of Olympex Coupe International, but at the same time, according to an entry in the state register, Vitaly Marchenko officially remains the director of the company. This decision has been appealed to the Supreme Court, the court has not yet made a final decision.

Arbitration Manager Alexey Sokol entered the Olympex terminal on April 22 and began his legal activity on the inventory of assets of Olympex Coupe International.

It is worth noting that as of April 23, according to the YouControl system, Sergei Groza was no longer among the owners of Olympex Coupe International, but his stepson Alexander Gorbunov was.

On April 24, the arbitration manager appointed by the court concluded a lease and management agreement for the Olympex terminal with Grain Invest LLC based on the results of a competition to find a management company.

And since that time, the grain terminal has been in the process of being transferred to the company's management. Grain Invest has not yet received the right of access to Olympex, which must be provided by the arbitration manager.

Only after the arbitration manager conducts an inventory of assets that should be managed by Grain Invest, transfers access rights to the company and grants the status of a port operator, the company will be able to start its activities in the port of Odessa.