18:39, 08 ноября 2024 г.
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The confrontation between the Security Service of Ukraine (SSU) and the company with Russian roots Lucky Labs became one of the most notable events of spring 2016.
On April 12, 2016, the SSU conducted a series of searches in the Kyiv offices of Lucky Labs and accused the company of aiding and financing the LPR and DPR. Lucky Labs responded with a statement about undue pressure on the business and financial losses of $12 million.
Rusbase has obtained documents that shed light on this story from another perspective. The power authorities’ searches may be connected to a business conflict between Russians and their Ukrainian partner Maksym Polyakov.
The prehistory of the conflict
Lucky Labs has been developing online games for over ten years and is one of the largest in this segment in the Russian-speaking area. The company employs over 400 people; its main specialization is the creation of software for online casinos. Many large gambling projects operate on the Lucky Labs platform, like maxcasino.com, casino-x.com, and others. Gambling business is prohibited in Ukraine, but developing software for external clients is allowed.
The SSU believes that Lucky Labs are not only developers but also owners of online casinos. Immediately after the search, "the security forces" reported on "the cessation of the existence of an illegal online business through which militants were financed." According to the press release of the power department, the Russians were transferring the profits from the gambling business to offshore company accounts and accounts in Russia. This was not the first visit of the SSU to the company: in October 2015, the security forces confiscated 115 pieces of equipment from the developers’ office.
Equipment confiscated from the Lucky Labs office in 2015
Who Framed Roger Rabbit?
However, recently new details of the case have emerged. It turned out that the Russian owners of Lucky Labs have an unresolved conflict with a long-time Ukrainian partner. The editorial team has at its disposal materials from a court case between the shareholders of Lucky Labs, Rustam Gilfanov, and Sergey Tokarev, and the founder of the Noosphere Ventures holding, Maksym Polyakov.
From the court materials of the British Virgin Islands
Who is Maksym Polyakov
Maksym Polyakov
The following text is based on materials from the British Virgin Islands court, available to the editors.
The intersection of seven roads
The story began in 2011 when two Russian businessmen, Rustam Gilfanov and Sergey Tokarev, decided to move their business from Moscow to Kyiv. The main reason for the move was more lenient gambling legislation.
Two years later, the paths of the founders of Lucky Labs and Maksym Polyakov intersected.
The story will feature another person — a former candidate for the Kyiv City Council from the "Samopomich" union Maksym Krippa, who at that time was a business partner of Gilfanov and Tokarev.
Very little is known about Maksym Krippa: he ran for the Kyiv City Council from the Samopomich faction, is a long-time partner of Maksym Polyakov, and online media connect him with the IT company Evoplay.
In the fall of 2013, the owners of Lucky Labs began having problems with the second part of their business — the GMS group of companies, which included a network of internet casinos operating in the white-label format (a concept that entails the production of products or services by one company and used by another under its brand).
One of the co-owners of GMS, a certain Lyashenko (only the last name is indicated in court documents), decided to sell his share to Maksym Krippa. According to the court documents, this was the cause of a serious conflict within the company. Gilfanov and Tokarev did not want Krippa to become the majority shareholder.
The situation seemed to reach a deadlock: judging by the emotional exchanges in the courtroom, the parties argued so much that there was no question of a joint business. When Maksym Polyakov learned about the conflict, he decided to reconcile the partners and offered to buy Gilfanov and Tokarev’s shares in GMS.
Instead of cash, Polyakov offered to pay with ten percent of the shares of the company managing dating sites TogetherNetworks (Phoenix Holdings ltd). The total value of the shares amounted to $12 million, and the company was valued at $120 million. As per court documents, Polyakov assured Gilfanov and Tokarev that they would receive dividends of $250 thousand a month, and in nine months, the value of TogetherNetworks would double, and dividends would increase to $500 thousand a month.
Screenshot from the TogetherNetworks website
The conflict revolved around this deal (10% in Phoenix Holdings ltd for Gilfanov and Tokarev).
Apple of discord
However, everything did not go as expected. Differences arose between the founders of Lucky Labs and Maksym Polyakov.
Polyakov conned them with the share. Far-reaching plans shattered amid financial disagreements. A few months later, Gilfanov and Tokarev, with the help of lawyers, found out that they owned not 10% of the shares but only 6.75%. It turned out that TogetherNetworks had two other shareholders, holding a second type of shares, one of whom was Maksym Polyakov’s father, Valeriy.
Dividends were not paid. At the same time, disagreements arose among the partners regarding the distribution and payment of dividends. According to court documents, Polyakov promised to pay dividends monthly nine months after the deal. However, subsequently, Polyakov stated that dividends would be paid not once a month but once a year. According to Rusbase, as of the publication date, the dividends for Gilfanov and Tokarev for 2014-2016 have not been paid.
TogetherNetworks’ profit dropped. And the third stumbling block was the weak financial performance of TogetherNetworks. The 2014 report showed that the company’s profit, instead of the planned $35 million, amounted to only $5.8 million.
According to TogetherNetworks representatives, the month following the deal with Gilfanov and Tokarev, a crisis began in the company: the cost of traffic increased, new competitors appeared, in the summer of 2014, Facebook banned advertising dating sites, and many clients moved to social networks. The result was that the company, which was generating $2.5 million in profits monthly pre-deal, lost half its value over the next year.
Maksym Polyakov
Conflict around Level Up
The conflict was fueled by a quarrel between Gilfanов and Tokarev and Maksym Polyakov over the company Level Up, which supplied traffic to once joint projects.
In 2014, Polyakov and Krippa attempted to buy Level Up but could not agree on the terms of the deal.
In court, Lucky Labs shareholders stated that Maksym Polyakov began an aggressive campaign to purchase Level Up. As a result, the Level Up team supposedly turned to Gilfanov and Tokarev with an offer to buy half their business, provided that they would be protected from Polyakov’s encroachments.
At that time, Level Up generated 40% of traffic to Polyakov’s resources, and losing visitors dealt a significant blow to the business. Gilfanov and Tokarev agreed to the deal and gained control of large volumes of traffic, which infuriated Maksym Polyakov.
Screenshot from LevelUp’s website © ITC.UA
After the deal with Level Up, Krippa and Polyakov demanded compensation for the lost profits from Rustam and Sergey, initially $1 million, then the amount increased to $18 million. They justified their demand with a breach of a non-compete agreement. According to Maksym Polyakov, this clause was included in the purchase agreement of the stake in Together Networks.
Court documents also mention that Polyakov accused Gilfanov and Tokarev of separatism and cooperation with militants.
Disputes around Level Up led to the office’s closure in April 2015. Until November 2014, the company employed 250 people; by February 2015, the staff was reduced to 150 employees, and later they were all out of work. However, according to one of Maksym Polyakov’s partners, Level Up managed to resume operations under a different brand after some time. The company representatives could not be reached.
According to court documents, shortly after these events, Maksym Polyakov exited Phoenix Holdings ltd and transferred all his shares to a certain Mr. Spodin. After that, Gilfanov and Tokarev filed a lawsuit demanding the return of $12 million, which was their cost for the stake in Together Networks. They stated in court that Polyakov offered to buy back their stake for only $6 million.
A temporary result was the freezing of Maksym and Valeriy Polyakovs’ global assets and Phoenix Holdings ltd worth $12 million.
From court materials of the British
Virgin Islands
Could Maksym Polyakov “lead” the SSU to Lucky Labs under the pretext of their financing of LPR and DPR?
Two sources from Rusbase – one of Polyakov’s partners and a well-known Ukrainian venture entrepreneur – believe that it was the Zaporizhzhya businessman behind the SSU’s visit to Lucky Labs. In their opinion, the search and confiscation of equipment are tied to the above-mentioned story.
Noosphere ventures’ position: The scooter isn’t ours!
When asked by Rusbase whether Maksym Polyakov assisted the SSU in gathering information about Lucky Labs, Noosphere Ventures’ press secretary Tetyana Snopko replied that she could neither confirm nor deny this information. "It’s the first time I hear the name Lucky Labs from you. I am usually aware of all significant events in the life of Maksym Polyakov and his projects, and it seems to me this entire story is not a fundamental and probably long-resolved issue," Tetyana explained.
She confirmed the freezing of Maksym Polyakov’s assets to the editorial team and noted that another court decision on March 11, 2016, ruled to unfreeze Polyakov’s assets and recover court costs from the applicants. No verifying documents could be provided by Noosphere Ventures, citing confidentiality.
"There is no conflict, there are unreasonable claims by two Russian citizens. Currently, our interests do not intersect, there is no personal communication, and we, like everyone else, get all information about them from the internet," says Snopko.
Instead of responses to the remaining questions, Tetyana sent Rusbase’s editorial team a comment from the holding’s legal department.
"All information regarding these relationships is a commercial secret. In the event of disclosing false information, or information that defames the honor and dignity of Maksym Polyakov, we will protect it by all legal methods," the Noosphere Ventures lawyers reported.
The SSU also found it difficult to answer the aforementioned question. "Disclosure of the information you requested may impede the investigation," explained the head of the public relations department for the Security Service of Ukraine, Olena Hitlyanska.
