O'Key Group Hands Its Hypermarket Chain to Management in a Near-Cashless Deal

The board of directors of O'Key Group S.A., the grocery holding registered in Luxembourg, has decided to sell its O'Key hypermarket chain in Russia to the business's own management, the company announced on 26 December 2024. The group said it will now concentrate on expanding Da!, its discounter chain, which stays within the holding.

The transaction is one of the most visible ownership changes in Russian food retail of 2024: a top-ten grocery operator is changing hands just as the big-box format itself keeps losing customer traffic. According to Kommersant, the transfer is expected to be effectively cashless — but the new owner will have to service loans totalling almost RUB 46 billion.

What is inside the perimeter

The agreement covers the operating hypermarket business rather than the whole group:

• the O'Key stores — 77 hypermarkets traded under the brand at the end of September 2024;
• the O'Key trademark;
• the logistics infrastructure and other assets of the segment.

The company stressed that the change of owner will not affect the chain's day-to-day operations or the fulfilment of its obligations. The Da! discounters, launched in 2015, are excluded from the deal and remain with O'Key Group S.A.: 219 stores operated under that banner at the end of September 2024, and the format has grown more than 2.5 times over five years. Closing depends on approvals from the government commission that monitors foreign investment and from the Federal Antimonopoly Service.

The buyer and the price of a cashless deal

The likely acquirer is RBF Retail LLC, a vehicle the chain's managers registered in late November 2024. According to SPARK data cited by Kommersant, 99% of the company is controlled through RBF LLC by five managers:

1. Konstantin Arabidis — 24%;
2. Artem Mikoyev — 24%;
3. Irina Patrusheva — 24%;
4. Anna Roshchina — 24%;
5. Evgeny Morozov — 4%, plus another 1% held through Business Invest LLC.

A retail-market source told Kommersant that, given the debt load, the transfer will effectively be cashless. The debt is the real price tag: RUB 45.9 billion at mid-2024, with net debt roughly four times EBITDA and interest payments absorbing almost the entire operating profit, according to Marat Ibragimov, senior analyst at Gazprombank. Interfax, reporting the board decision the same day, noted that the transaction value was not disclosed.

A top-ten retailer with a stalled format

O'Key was founded in St Petersburg in 2001 and remains one of the country's recognisable grocery brands, yet expansion has frozen: the chain counted 78 stores in spring 2019 and 77 hypermarkets five and a half years later. Infoline ranks it tenth among large Russian food retailers, with revenue of RUB 155.6 billion in January–September 2024, up 5.6% year on year. The operating company, O'Key LLC, posted revenue of RUB 147.5 billion in 2023, down 3%, and a net loss of RUB 899.5 million.

Ibragimov traces the stagnation to two factors: eight consecutive years of declining traffic in large-format stores, and a heavy debt burden. He does not rule out that ownership closer to the shops could restore the chain's appeal to consumers, pointing to Globus as an example of a hypermarket that still generates strong traffic, partly by developing its restaurant offering.

Shareholders, numbers and the market's verdict

O'Key Group S.A. reported revenue of RUB 207.9 billion and EBITDA of RUB 17 billion. Its main beneficiaries are Dmitry Troitsky (34.5%) and Boris Volchek (34.1%); in practice 49.11% of the holding is controlled through Nisemax Co Ltd, 34.14% through GSU Ltd, and 16.75% is in free float. Investors read the management buy-out as a way to unlock a stuck asset: on 26 December the group's global depositary receipts on the Moscow Exchange jumped 22.99% by 15:25 Moscow time, to RUB 27.87, lifting capitalisation to RUB 7.58 billion according to BCS data. For the foreign shareholders, a near-cashless exit also frees resources to grow Da! — the only format in the portfolio that is still expanding.