The editors managed to find out what activities are carried out by those who pose as the new owners of the MTS Armenia company. Zhe Zhang And Konstantin Sokolovand also find out some details of their previous transactions, including the sale of “Armbusinessbank”.
On January 24, MTS Armenia CJSC, represented on the telecommunications market by the Viva-MTS brand, announced a change of shareholder. This meant that MTS Armenia is no longer part of the Russian MTS Group. Its new shareholder is registered in Cyprus company “Fedilco Group Limited”, the owners of which, according to the operator, are European and Asian investors. MTS Armenia named the final beneficial owners as Fedilco Group Limited. They turned out to be Zhe Zhang and Konstantin Sokolov, “professional investors with extensive experience in the fields of telecommunications, finance, energy and asset management.”
Who are these people, what do they do and what do they have to do with the sale of “Armbusinessbank”?
Let us recall that until now MTS Armenia CJSC (in 2004-2017 the company was called K-Telecom) through a number of companies belonged to the Russian MTS. Thus, the 100% shareholder of MTS Armenia CJSC was registered in Cyprus Aramayo Investments Limited companywhich in turn is wholly owned by the Luxembourg-based offshore “Allegretto Holding Sarl”. The latter is a subsidiary of the Russian public joint stock company Mobile TeleSystems. At the same time, 42.085% of MTS shares belong to the public joint-stock company “Joint-Stock Financial Corporation “Sistema”, the largest shareholder of which (49.2%) is a Russian entrepreneur, billionaire Vladimir Evtushenkov.
This is precisely the scheme presented by MTS Armenia in the declaration of real beneficiaries approved on March 2, 2023, posted in the state register of legal entities of the Republic of Armenia.
Why did the state reject the deal to transfer MTS Armenia in April 2023?
In January 2023, MTS Armenia CJSC applied to the Public Services Regulatory Commission (PSRC) to obtain consent to enter into a transaction to transfer control of the company. It was envisaged that Allegretto Holding Sarl, owned by the Russian MTS and registered in Luxembourg, would alienate 100% of the shares of the Cypriot company Aramayo Investments Limited (the direct owner of MTS Armenia) owned by it and the Fedilco Group Limited operating in Cyprus.
PSRC appealed to the Ministry of High-Technological Industry, which reviewed the issue with the National Security Service, after which it submitted objections to the conclusion of this deal. On April 12, PSRC, based on the objection of the Ministry of Higher Trade and Trade, decided not to give consent to the conclusion of the transaction. The refusal was justified as follows:
According to Hetq.am’s source, the reason for the refusal to conclude the transaction by government authorities was that the real beneficiary of the transaction was not identified, that is, the real owner of the purchasing company from Cyprus, which was fraught with risks from a security point of view.
Who is the founder of “Fedilco Group Limited” “on paper”?
And who was the official owner of “Fedilco Group Limited” if the RA government agencies saw the risks and rejected the deal?
According to the official registry of Cyprus, he was a citizen of this country, who, however, was not distinguished by his financial capabilities.
Thus, “Fedilco Group Limited” was created in April 2022, nine months before the submission of the above-mentioned application to the PSRC. The sole owner and director of the company was Manol Tarchanid. According to his Facebook page, this 50-year-old Cypriot citizen is originally from the Russian city of Norilsk and, as evidenced by the content of his social media pages (see here And Here), in the current geopolitical situation he takes a pro-Russian position.
Tarkhanidis, who sells cars through the social network Facebook, probably could not have had such financial resources to acquire MTS Armenia CJSC, which is one of the largest taxpayers in the country. Let us add that Tarkhanidis, in the past and now, has held and still holds the positions of director or secretary in other Cypriot companies.The secretary of “Fedilco Group Limited” from the date of its creation until the beginning of 2023 was the Cyprus company “GIF Capital Limited”.
According to her website, the company’s staff consists of highly qualified concession managers, tax consultants, lawyers and accountants with extensive knowledge in the areas of international tax planning, protection and concession asset management. From February 2023 to this day, the secretary of Fedilco Group Limited is GIF Management Limited, a subsidiary of GIF Capital Limited. Logic dictates that Manolis Tarkhanidis was the fictitious owner of Fedilco Group Limited, and, apparently, the main functions of this company are performed by GIF Capital Limited.
After the Public Services Regulatory Commission rejected the application of MTS Armenia in April 2023 and Fedilco Group Limited failed to become its indirect owner, changes occurred in the Cyprus company.
Manolis Tarhanidis, who in October 2023 was the new fictitious owner of Fedilco Group Limited, transferred his share in this company to the Cypriot Nofal Holdings Limited (75%) and Ortasano Investments Limited (25%). These twin companies were founded in April 2022 on the same day, moreover, two days before the creation of “Fedilco Group Limited”. It will probably not come as a surprise that the first owner and director of both companies was again Tarhanidis, and the secretary was GIF Capital Limited, which was then replaced by GIF Management Limited.
In July 2023, Manolis Tarkhanidis transferred the shares in Nofal and Ortasano registered in his name to another Cypriot company, Wimthed Limited, which was created a year before. “Wimthed” also became the director of “Nofal” and “Ortasano”, replacing Tarkhanidis in these posts.
The owner of “Wimthed Limited” from the day the company was founded to this day is a citizen of Cyprus Andreas Ourr, who also holds the positions of director and secretary of this company. In these two capacities, A. Ourris is a participant in many Cypriot companies that are affiliated with GIF Capital Limited. Moreover, his wife Marharyta Ourri — employee of “GIF Capital”. M. Ourri’s maiden name is Romanova, she comes from the Ukrainian city of Kherson. Margarita Ourri, like her husband, holds senior positions in various Cypriot companies. All this suggests that Andreas Ourris, like Tarhanidis, is playing a fictitious role.
Thus, “Fedilco Group Limited”, its owner – the company “Nofal Holdings Limited”, “Ortasano Investments Limited” and the shareholder of these companies “Wimthed Limited” were created in April-July 2022. The owners of the companies were registered persons (M. Tarkhanidis, A. Ourris) affiliated with the company “GIF Capital Limited”, which provides services in the field of entrepreneurship. This means that through these companies the real beneficial owners behind them were hidden. And the problem is that in November 2022, the European Court, which is the highest body of the judicial system of the European Union, blocked access to the data of the real/ultimate beneficial owners registered in EU countries (UBO, ultimate beneficial owner). In other words, official information about the real owners of the above-mentioned companies based in an EU member state, Cyprus, is confidential.
What has changed in the fall of 2023? The NSS did not see the risks
So, in October 2023, Manolis Tarkhanidis transferred 75% of Fedilco Group Limited to Nofal Holdings Limited and 25% to Ortasano Investments Limited. The latter are officially owned by “Wimthed Limited”, which in turn belongs to Andeas Ourris.
A few days later, in early November, MTS Armenia CJSC again applied to the Public Services Regulatory Commission to obtain consent to a transaction to purchase MTS Armenia CJSC – this time by Fedilco Group Limited. That is, Fedilco was supposed to become a direct shareholder of MTS Armenia, and not the owner of the Armenian company Aramayo Investments Limited. On November 15, a few days after submitting the application, PSRC agreed to conclude the deal. This time, the Ministry of High-Tech Industry did not express any objections, also reporting that there were no comments from the National Security Service. In other words, this time the NSS did not consider the risks associated with national security or state interests.
When asked what changed after April, if the NSS did not have any objections, PSRC representative, rapporteur on the draft decision on consent to the transaction Armen Hunanyan replied that although the buyer is still the same company “Fedilco”, there is a difference with the previous application. Hunanyan, apparently, meant that the buyer immediately becomes a shareholder of MTS Armenia, which, however, does not clarify the situation. On the other hand, Hunanyan noted: “As for the position of the NSS, the Commission is not the authorized body, so we cannot, instead of the NSS, explain on the basis of what criteria such an assessment was made.”
On November 15, PSRC also decided that Fedilco and the Russian side, which is the owner of MTS Armenia, conclude an agreement within six months and submit it to the Commission. The agreement was concluded and, as follows from the state register of the Republic of Armenia, on January 26 of this year, by decision of the extraordinary general meeting of MTS Armenia CJSC, a change was made to the charter, according to which from now on all shares of the CJSC belong to Fedilco Group Limited. It is noteworthy that although the Armenian company is no longer a member of the Russian MTS Group, it still retains the name “MTS Armenia”.
In any case, what changed in November compared to April? Our source answered this question to Hetq.am.
So, the Armenian operator only announced on January 24 of this year that the beneficial owners of Fedilco Group Limited are Zhe Zhang and Konstantin Sokolov. However, back in November last year, a Hetq.am source reported that during the transaction, the real owners were Dr. Zhe Zhang and K. Sokolov: Zhang is the owner of Nofal Holdings Limited, which owns 75% of Fedilco, and Sokolov is the owner of the company. Ortasano Investments Limited”, which owns 25% of the same “Fedilco”. That is, if in the spring of 2023 the competent authorities of the Republic of Armenia did not know the real beneficiaries of the transaction (of course, it was not Manolis Tarkhanidis), now two people have appeared.
However, according to our source, this is how the situation was presented to the Armenian authorities. Zhang and Sokolov indicated their family trusts (assets transferred to concession management), origin, details of activity, the nature of which, as well as other necessary information, were not disclosed as the source of financial resources for concluding the transaction.
After the failure of the first deal, MTS wanted to become the direct owner of MTS Armenia
When in April 2023 the Public Services Regulatory Commission did not agree to a replacement in the MTS Armenia shareholder chain, the Armenian operator again contacted the PSRC on August 29 with a message that the Russian MTS Group wanted to purchase Aramayo Investments Limited from the Cypriot company. 100% shares of MTS Armenia. That is, the Russian parent company was supposed to become the owner of the Armenian CJSC not through “Aramayo” and “Allegretto” registered in Luxembourg, but directly.
It was in August that PSRC contacted the Ministry of High-Technological Industry, which, however, responded only at the end of October. Apparently, the reason was the situation that arose in Artsakh in September-October and the forced resettlement of Artsakh Armenians. They demanded additional clarifications from MTS Armenia, which were provided in November, and after MTS Armenia had already re-applied to PSRC to conclude a deal with Fedilco. The Ministry of Trade and Trade presented its position in December, when Fedilco had already been given the green light. Taking this into account, the ministry opposed MTS becoming the direct owner of the Armenian subsidiary. On this basis, on January 17, PSRC rejected the application.
Who is Dr. Zhe Zhang?
50 year old Chinese man Zhe Zhangas follows from his page on the social network “LinkedIn”, a lawyer by profession, graduated from Peking and Oxford universities, as well as the University of International Business and Economics in Beijing, receiving a doctorate in law.
Marketscreener.com associates Zhang’s name with educational and business organizations operating in various countries around the world – in China, including Hong Kong, the USA, Canada, and the UK. According to the same source, currently the Chinese entrepreneur takes various management positions in American, British and Hong Kong companies. In particular, he is the director seven British companies, of which we can highlight “KX Power Limited”, which is engaged in asset management, development and investment in the fields of renewable energy and power generation. Zhang – CEO of KXP (CEO). Moreover, in British companies, Zhang’s country of residence is indicated as the UK. Of Zhang’s companies, you should pay attention to the one based in Hong Kong “SIFT Capital Partners Limited”, specializing in onshore and offshore asset management. Zhe Zhang is the founder and CEO of this company. “SIFT Capital” has branches in many countries, including Cyprus (“SIFT Capital Partners Cyprus Ltd”). It probably won’t seem strange that the director of this company is the above-mentioned Andreas Ourries, and the secretary is GIF Management Limited.
But what is much more interesting is that “SIFT Capital Partners” participated in the management of the new foreign owner of the former “Armbusinessbank”, renamed “AMIO Bank”. Moreover, as Hetq.am’s source notes, Zhe Zhang and his partner Konstantin Sokolov are involved in the process of purchasing Armbusinessbank.
What do Zhang and Sokolov have to do with the sale and management of Armbusinessbank?
Armbusinessbank CJSC, owned by an entrepreneur Vitaly Grigoryants, in December 2021 was sold to the Swiss company MFM Global Invest AG. In January 2022, the refinancing credit organization “Housing for Youth” became the owner of 25% of the bank. The Swiss side remained the owner of 75%.
Some time after the deal was concluded, the chairman of the board of the Armenian bank, Swiss Alfred Moekli, stated that the owner of MFM Global Invest is an investment fund operating in Liechtenstein. Despite the fact that Moekli did not announce the name of the fund, and the details of the owners are not indicated in the Swiss registry, Hetq.am’s source reported that we are talking about the “Halcon Innovation Fund”. It is one of five sub-funds registered in Liechtenstein fund “Halcon Investment SICAV”. Currently, the parent fund is managed by ONE Funds AG (Liechtenstein), but the management of two of the five sub-funds is delegated to another company registered in Hong Kong.
And, as it turned out, the management of three sub-funds of “Halcon Investment SICAV”, including “Halcon Innovation Fund”, which is an indirect owner of 75% of “Armbusinessbank”, was delegated to Zhe Zhang’s Hong Kong company “SIFT Capital Partners Limited” until March 2023 (see The document below is from the 2022 report of Halcon Investment SICAV, when the parent fund was managed by the Liechtenstein-registered company BENDURA Funds AG).
This means that the company of a Chinese businessman specializing in asset management indirectly controlled 75% of the shares of Armbusinessbank.
As for Zhang’s partner Konstantin Sokolov, according to our source, he acted as a representative consultant for the foreign companies that own Armbusinessbank (see top photo). According to the source, Zhang and Sokolov specialize in transactions for the purchase of companies, within the framework of which they organize negotiations, agree on the details of the transaction and in this regard represent the real beneficiaries (that is, they are not the beneficial owners themselves), conclude transactions, transfer documents to the relevant government agencies and etc.
Our studies also allow us to conclude that Zhe Zhang and K. Sokolov are only managers, functionaries who work for the owners who remain in the shadows.
Hetq.am found out a number of facts about Sokolov, some companies affiliated with him and his previous transactions, which contain dubious episodes. But we will talk about this in the next article.
