Planet42 Investors Offered Chance to Transfer Claims
Jaak Roosaare, who has facilitated loans for small investors to the Estonian startup Planet42, which is teetering on the edge of bankruptcy, is offering investors the opportunity to transfer their claims to a new limited company, P42 Recovery. However, in doing so, investors would have to give up all current and future claims against the company.
The Estonian startup Planet42, which sold used cars to customers deemed uncreditworthy by banks in South Africa and Mexico, is heading towards bankruptcy. Jaak Roosaare, one of the company’s small shareholders, helped organize syndicates for Planet42 and facilitated loans from 600 small investors over the years, amounting to €12 million, earning at least €300,000 from these transactions.
Roosaare is now offering investors in the Planet42 syndicate he organized the opportunity to transfer their claims to a newly registered limited liability company, P42 Recovery, established in early September this year. A condition for transferring the claims is that investors must irrevocably waive all existing and future claims against P42 Recovery, its board, or council members related to the activities of P42 Recovery.
ERR asked Roosaare about the goal of this action, but he stated that due to health reasons, he is currently away from work matters. Nevertheless, Roosaare has been able to contribute to the formation of the new company, as on September 10, he digitally signed an agreement to be appointed to the supervisory board of P42 Recovery and confirmed his full legal capacity in the same document.
According to Roosaare, full authority to handle the matter has been given to Viljar Kähar, a sworn attorney and board member of P42 Recovery OÜ.
Kähar explained that the goal of the claims transfer is to consolidate creditors in order to strengthen their negotiating position with the management of Inclusion OÜ’s parent company and secured creditors. “This is common practice in complex restructuring processes, as consolidated claims give creditors more influence and better opportunities to protect their interests,” Kähar said.
Users of a popular forum among small investors have noted that under the proposed agreement, by transferring their claims, investors lose the ability to make claims related to Roosaare’s previous actions. They argue that such agreements are unreasonably skewed in favor of Roosaare’s companies, releasing him from responsibility for his past and future actions.
[p>When asked whether this could be a “legal but ethically questionable” scheme aimed at freeing Roosaare from potential responsibility, Kähar responded that each investor must make their own personal decision on how to approach the situation. “Personally, I think these questions are more appropriately directed to Planet42/Inclusion,” Kähar noted.
He added that creditors who transfer their claims will receive equal proportional rights based on the size of their claim. An alternative option could be a potential bankruptcy process, but Kähar considered it likely that creditors’ chances of recovering their investment would be even more limited in such a scenario. “A bankruptcy process is often longer, more costly and more complicated. However, it is up to each investor to decide whether they want to defend their claim in such proceedings,” said the attorney.
Kähar further explained that in the current situation, it makes sense for not only those who participated in syndicate loans but also those who lent directly to Inclusion and in larger amounts to unite, as this would create stronger leverage for negotiations. “The costs of organizing and representing the consolidation of those involved in the syndicates will be covered by Jaak Roosaare,” said Kähar.
FSA: More Analysis Needed for a Position
The Financial Supervision Authority (Finantsinspektsioon) announced last week that Jaak Roosaare’s activities do not fall under their supervision. Siim Tammer, a member of the authority’s management board, wrote in the institution’s blog that when someone suffers financial losses from an investment, there is often an expectation that there must be a criminal involved. However, this is not how the rule of law functions, as court cases clearly demonstrate – particularly in complex white-collar crime cases, where acquittals are often issued.
According to Tammer, agencies fulfilling state functions need sufficient information and appropriate analysis before making a judgment, as the outcome can significantly affect an individual’s future. “Yes, I am sure that Planet42 and Jaak Roosaare’s activities should indeed be assessed, and they certainly will be. But this cannot be done as quickly as one becomes a syndicate investor,” Tammer said. In response to the question of where the state authorities were and why nothing was done earlier, Tammer countered with another question: “Do we want a state where every authority assumes that everyone is always breaking the law, where everyone is constantly monitored, or perhaps not?”
“If the state wants to monitor all activities, intervene and ideally even catch potential violators before a violation occurs, we are heading down a frightening path where many freedoms will be lost. This would also require granting additional legal mandates to institutions,” said Tammer.
He noted that the Financial Supervision Authority’s mandate is primarily to oversee financial entities under their jurisdiction – those to whom they have issued operating licenses – and specific activities for which applications are submitted to obtain such licenses or permissions.
The Background of Planet42
Inclusion OÜ, operating under the brand name Planet42, was founded in 2017 by Estonians Eerik Oja and Marten Orgna. Over seven years, the company raised nearly €115 million from hundreds of investors. At the end of July, the company announced it would suspend loan repayments.
