Economic

The war between Aliyev and Moser: How the Giurgiulesti International Free Port became EBRD property

Portul Internațional Liber Giurgiulești. Foto: CIJM
Author: Ilie Gulca, Mădălin Necșuțu
21/05/2021 11232

● EBRD bought from the Austrian company Febania Gmbh, the Cypriot company ThoMo Invest LTD, which owned the Danube group of companies and, implicitly, the Giurgiulesti International Free Port

● Febania Gmbh Company was opened by the former manager of Danube Logistics SRL, Thomas Moser, on the eve of the unfavorable decision of the first instance court of Moldova in its dispute with Bemol

● Ahead of this deal, EBRD owned 65% of Danube Logistics Holding BV's revenues

One of the most important strategic objectives of the Republic of Moldova - Giurgiulesti International Free Port - has become the subject of dispute between several companies and international banks, which have credited this business. Giurgiulesti International Free Port, Moldova’s only exit to the sea, is now managed by the EBRD, but in the past, for almost two decades, it has been managed by Azerbaijani, Dutch, Austrian, offshore companies from Cyprus and the Bahamas and Moldovan companies.

The European Bank for Reconstruction and Development (EBRD) announced on May 19 that it had acquired 100% of the capital of the Danube Logistics Group and became the 100% owner of the Giurgiulesti International Free Port (PILG).

The EBRD states that it has been a shareholder of PILG since 1995 and that in the future it intends to continue the “successful” development of this objective of strategic importance for the Republic of Moldova.

But the history of PILG, in the last quarter of a century, is a rather winding one, full of conflicts, controversial takeovers and litigation in courts in the Netherlands, Great Britain and the Republic of Moldova.

Reporters from the Center for Investigative Journalism in Moldova collaborated with the international platform Organized Crime and Corruption Reporting Project (OCCRP) and obtained, exclusively, a series of documents that shed light on this whole tangled story of PILG ownership.

Starting from the most recent event, the bailiff Roman Talmaci named, on February 25, 2021 forced administration at Danube Logistics SRL, owner of PILG, at the request of Bemol SRL.

Thomas Moser. Foto: timpul.md

All this is explained by a debt of the former head of Danube Logistics SRL Thomas Moser to Bemol SRL for "fraudulent management" in 2006–2012. During this period, Moser served as manager of the Bemol company, owned by the Azerbaijani businessman Rafiq Aliyev.

A decision of the Supreme Court of Justice of Moldova in February 2021 forced Thomas Moser and Ala Aydov, former managers of Bemol and Danube Logistics, to pay a damage of 177.4 million lei.

On the other hand, Danube Logistics SRL said that the bailiff ignored the fact that its only shareholder was the Dutch company Danube Logistics Holding BV. Moreover, the main beneficiary of the Dutch company's profit in Danube Logistics SRL is the EBRD.

The current director of Danube Logistics SRL Mathias von Tucher claims that Danube Logistics SRL and Danube Logistics Holding BV did not own Moser’s shares and were not liable to any of his personal debts.

As for the Bemol case versus Moser and Aydov for the “fraudulent management” of Bemol, the representatives of Danube Logistics SRL claim that it is a “fabricated” one.

"The process was flawed and facilitated by various reports and erroneous statements of the National Energy Regulatory Energy (ANRE), the Ministry of Economy and the tax authorities, which were probably misled by Bemol”, says Danube Logistics.

In turn, Bemol owner Rafiq Aliyev claims that his allegations against Moser are based on the audit reports of Deloitte and JustAudit. "If they [Moser and Aydov] challenge the objectivity of the ANRE reports, the Ministry of Economy and the Tax Service, why did they not sue them?" he asked.

Business deal between Moser and Aliyev

The whole story of Giurgiulesti Port is marked by the friendship and litigation between the Azerbaijani businessman Rafiq Aliyev and his former employee Thomas Moser. In November 2003, Moser was employed by Aliyev in the Azpetrol Group, a company active in the extraction and trade of oil and petroleum products. Before that, Moser has worked for the EBRD for eight years, including for its representation in Azerbaijan.

In 2004, the Azpetrol Group concluded an agreement with the Government of the Republic of Moldova on the procurement of the Moldovan Oil Port, which was not finalized at that time. EBRD was supposed to own only 20% of the shares.

Thus, on December 29 of the same year, the Government of the Republic of Moldova signed with Aliyev's three Moldovan companies - Bemol Retail SRL, Danube Logistics SRL and Bemol Refinery SRL - an investment agreement on PILG. The three companies were subsidiaries of the Dutch company Easeur Holding B.V., and the final beneficiary of all companies was Rafiq Aliyev.

Patronul Bemol, Rafiq Aliyev. Foto: newsmaker.md

In October 2005, Rafiq Aliyev and his brother, Farhad, Economy Minister in that period, were arrested in Azerbaijan on charges of corruption, fraud, embezzlement and coup d'état attempt. Soon, the Azerbaijani government nationalized Aliyev's companies in Azerbaijan. Subsequently, international institutions considered Rafiq Aliyev a political prisoner.

In order to protect his Moldovan companies, in 2006, Aliyev's Azpetrol Group placed them in a trust management agreement. The three Moldovan companies - Danube Logistics, Bemol Trading and Bemol Refinery - were owned by Easeur, which in turn were owned by the Eastern Capital NV.

The shares in Eastern Capital were held by the trust fund, the offshore The Eastern Trust, founded in 2006 in the Bahamas, whose final beneficiaries were Rafiq Aliyev and his family.

Following this restructuring, Moser became the director of the Moldovan subsidiaries of the Dutch company Easeur Holding BV, according to several documents obtained by CIJM reporters from OCCRP, one of the most powerful media investigation platforms in the world.

The 2009 transaction: the hunt for cheap credits

In March 2007, Easeur took out a $ 25 million loan from Credit Suisse International and committed to repay it in two installments - in 2010 and 2011. The Eastern Trust decided in late 2009 to sell Easeur to RMU Capital Ltd, a company founded by Moser.

The purpose of this transaction was to facilitate the financing of Easeur and its subsidiaries for the repayment in April 2010 of half of the Credit Suisse loan and the fulfillment of investment obligations in Moldova.

" Thomas Moser told me that for a normal activity, he needed cheaper loans. But for that, the creditors wanted to know who the customer was. I was in prison and the banks do not look approvingly on their client in prison ", Aliyev revealed the details of the scheme.

According to the current owner of Bemol, the scheme consisted of registering for show the company under Moser’s name. "He said everywhere that he was the owner," Aliyev said. Also, the two concluded another confidential agreement, according to which the real owner remained Aliyev.

"We concluded a contract, a call auction agreement, according to which,  any time within 90 days, the shareholder had to return them to the real owner." The plan was for Aliyev to recover his shares after he was released from prison.

At the expense of this agreement, Thomas Moser demanded 12% of the company's shares. Thus, Aliyev was left with 88% of Easeur shares. "The 12% was a commission for managing my companies both in the Netherlands and in Moldova," the Azerbaijani businessman explained.

Thus, the shares of Easeur's parent company - Eastern Capital - were transferred by Eastern Trust to a new company set up for this purpose by Moser, called New Ventures Capital NV. Then, New Ventures transferred the shares from Eastern Capital to RMU Capital Ltd, a financial tool meant to facilitate the access of loans.

2011 deal: Credit Suisse rules the port’s registration under Moser’s name

But things never turned out as planned by both of them. In 2010, Easeur could not pay off its debt to Credit Suisse. Running out of cash, Bemol, under Moser's leadership, borrowed $ 10 million from Moldova-Agroindbank at an annual interest rate of 9.5%. The same happened in 2011. At that time, Easeur's outstanding amount to Credit Suisse was about $ 28.6 million.

In order to avoid the bankruptcy of the entire group of companies, Easeur, Credit Suisse and New Ventures reached an agreement on April 21, 2011. Credit Suisse was to appoint a company to take over Easeur's financial obligations to the Swiss credit company. Instead, Easeur was to transfer its shares in Danube Logistics SRL - 80 percent - and all its claims to the company designated by Credit Suisse.

On June 8, 2011, Moser resigned as director of Easeur and served as the company's first executive deputy director by June 2014.

The company designated by Credit Suisse was Danube Logistics Holding B.V. from the Netherlands, set up on 21 September, 2011 by ThoMo Invest Ltd, which in turn opened in Cyprus on 6 September, 15 days earlier.

All shares in Danube Logistics Holding BV were owned by Thomas Moser through ThoMo Invest LTD and Danube Holding BV.

On November 3-4, 2011, Easeur, Bemol, Danube Logistics Holding BV and Danube Logistics SRL signed a sale-purchase contract. Following the transaction, Easeur sold its shares in Danube Logistics SRL (80%) to Danube Logistics Holding BV in the Netherlands against the latter taking over Easeur's financial obligations to Credit Suisse.

After this transaction, the EBRD kept the 20% of its shares in Danube Logistics SRL. Therefore, PILG was owned by Danube Logistics SRL (Moldova), a company which in turn was owned by Danube Logistics Holding BV (Netherlands), owned by Danube Holding BV (Netherlands), which in turn was controlled by ThoMo Invest Ltd. (Cyprus). The final beneficiary of the entire scheme was Thomas Moser.

Aliyev sued Moser for this transaction and sought the annulment of the sale-purchase agreement. The Azerbaijani businessman accuses Moser of abusing his trust and of illegally seizing Danube Logistics SRL.

"He registered it under his name having paid $ 344, after I invested about $ 52 million in the port development. After that, the Moldovan company took credit and paid off the debt. Moser's Dutch company did not pay a penny", he says.

On the other hand, Danube Logistics SRL describes Aliyev's statement as "false and manipulative". "In fact, Danube Logistics Holding BV bought 80% of Easeur, Easeur debts and Bemol. Instead, Danube Logistics Holding BV took over Easeur and Bemol's debt of 28.6 million dollars from Credit Suisse ", say  representatives of Danube Logistics SRL.

Moreover, Danube Logistics SRL also contradicts Aliyev in terms of its investments in PILG. "Aliyev's companies - Easeur and Bemol - financed the company Danube Logistics SRL with 37.5 million dollars by November 2011. Except for the loan granted by Bemol, 12.7 million dollars, which was Moldova’s subsidy [... ], the real value of the investment of Aliyev's companies by November 2011 amounted to 24.8 million dollars ".

2013 deal: EBRD extinguishes debt to CIS

In 2013, Danube Logistics SRL got a $ 12 million long-term loan from the EBRD. According to an agreement in the possession of CIJM reporters, the companies controlled by Moser had the following status: Danube Logistics SRL - debtor, Danube Logistics Holding BV - donor, Danube Holding BV - parent company, ThoMo Invest Ltd - guarantor.

Thus, the EBRD took over the debts of Moser's companies to Credit Suisse. Moreover, the EBRD became the actor that benefited from 65% of the profit of Danube Logistics Holding BV, Moser's company that directly owned PILG.

In other words, after this agreement, the EBRD benefited from about 65% of the annual profit of Danube Logistics SRL starting with the financial year 2018 against paying off the loan to Credit Suisse. EBRD sold the 20% of its shares in Danube Logistics SRL to the latter.

Following this deal, Rafiq Aliyev insistently accuses Moser of not investing any money in this business. "His company, Danube Logistics Holding, did not pay anyone anything. The one who paid was our Moldovan company, Danube Logistics SRL after it took loans from MAIB ", he said.

In his turn, Thomas Moser told CIJM reporters in 2017, that his actions aimed at saving the Giurgiulesti port business, which in case of debt non-payment to Credit Suisse, could have been auctioned off.

On October 14, 2013, Rafiq Aliyev and his brother Farhad Aliyev were released from jail. Thus, Aliyev through his company New Ventures sought on April 9, 2014, to buy the 88% of Eastern Capital shares, under the 2009 deal.

It's just that New Ventures also claimed the social part in Danube Logistics SRL, but RMU was against. Thus, the Azerbaijani businessman has started a series of lawsuits, including in the Netherlands, to cancel the 2011 deal.

On September 19, 2018, the Amsterdam Court of Appeal rejected Easeur's claims, calling them "unfounded."

"The materials of the case do not provide any basis for the assertion made by Easeur that Danube Logistics SRL was transferred at a time when the port was about to start generating profits. ThoMo Invest has not received any income from the venture in Danube Logistics Holding BV since 2011. Moreover, a negative cash flow was registered in 2011–2015”, reads the decision.

At the same time, starting with 2014, Bemol started a lawsuit in Moldova against its former manager, Thomas Moser, accusing him of "fraudulent management".

The Chisinau Court based in Buiucani admitted on April 10, 2018, the action filed by Bemol. Magistrates decided to charge Bemol about $ 10 million for "damages caused by fraud and inefficient management."

Five days before this decision, on April 5, 2018, Moser opened the company Febania GmbH in Austria. He is the sole owner of the new company and took over the majority stake of 100% of the shares of the Cypriot offshore ThoMo Invest on November 6, 2018. Therefore, Febania GmbH became the new majority owner of Danube Logistics SRL from Moldova and, implicitly, of PILG since November 2018, after this deal.

Thus, Febania became the final beneficiary of Danube Logistics SRL, the company that manages PILG today.

In 2020, Danube Logistics Holding BV and Danube Logistics SRL asked the Amsterdam District Court to order Aliyev's companies to cease their legal proceedings in the Republic of Moldova and not to take any further steps that could undermine the 2011 deal.

On October 21, Dutch judges rejected the request as they did not have jurisdiction over Moldovan companies. Therefore, this decision granted Aliyev the right to continue his actions in the Moldovan courts.

The Moldovan courts awarded Danube Logistics Holding BV and Danube Logistic SRL the status of debtor in the procedure of execution of the orders issued in the case of Bemol Retail SRL against Thomas Moser and Ala Aydov regarding the material damage.

EBRD intervened in the dispute against Bemol and claimed that “the EBRD is currently the largest creditor of Danube Logistics SRL as well as the main economic beneficiary of the Danube Logistics Holding BV venture in Danube Logistics SRL.

In March, bailiff Roman Talmaci installed "forced administrations" at the request of Bemol SRL, under the pretext of collecting debts from one of the company's beneficiaries, Thomas Moser.

In its turn, Danube Logistics SRL pointed that "the forced administration came in the saddest traditions of raider attacks in Moldova on Friday night, in the absence of any information and the possibility to react".

"Mr. Moser reported to the bailiff the information about his assets in the Republic of Moldova. He explained that he does not own shares in Danube Logistics and he does not have any payments to receive from Danube Logistics. Also, he said that his venture in Febania Gmbh, which has a minority economic interest in Danube Logistics Holding BV, is subject to Austrian law and is under the jurisdiction of the Austrian courts”.

The investigation was carried out under the project "Quality investigative journalism in support of the citizen", carried out by the Center for Investigative Journalism in Moldova with the support of the Soros Foundation Moldova. The author's point of view does not necessarily reflect the opinion of the Foundation. The author is responsible for the accuracy of the information in the investigation.

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