There have been various reports about an illegal attempt to expropriate Danube Logistics Holding BV of its shareholding in Danube Logistics SRL, the operator and general investor in Giurgiulesti International Free Port. In order to discuss this subject in greater detail TIMPIL.MD had a chance to conduct an interview with Thomas Moser, the managing director and ultimate legal owner of Danube Logistics Holding BV.
Mr. Moser who is the owner of the Giurgiulesti International Free Port?
Danube Logistics SRL is the operator and as general investor the owner of the majority of the facilities located within Giurgiulesti International Free Port. As of today 100% of the shares in Danube Logistics SRL are owned by the Dutch company Danube Logistics Holding BV, while the EBRD is as a lender with a participation agreement not only entitled to interest payments on its loan but also to 65% of the share sales and dividend proceeds.
Mr. Moser can you explain the essence of your dispute with the Azerbaijani businessman Rafiq Aliyev?
Since 2014 Rafiq Aliyev, a former investor in Danube Logistics SRL, is attempting to coerce me into agreeing to the sale of Danube Logistics Holding BV’s shares in Danube Logistics SRL with frivolous court claims and other measures of his companies BEMOL Retail SRL, EASEUR Holding BV and New Ventures Capital NV.
Does this dispute affect the operation of Giurgiulesti International Free Port?
This dispute does not affect the ongoing operations of Giurgiulesti International Free Port and Danube Logistics SRL’s plan to double the capacity of its dry cargo terminal. In 2018 Giurgiulesti International Free Port transhipped for the first time more than one million tons of cargo and facilitated exports to 53 different countries.
We understand that Aliyev’s companies EASEUR Holding BV and BEMOL Retail SRL have disputed in court the legality Danube Logistics Holding BV’s acquisition of Danube Logistics SRL in 2011. What was the result of this litigation?
In September 2018 the Amsterdam Appeals Court reconfirmed the decision of the Amsterdam District Court from 2016 that the claims of Aliyev’s EASEUR Holding BV and BEMOL Retail SRL fail on substantive grounds. After the ruling of the Dutch appeals court EASEUR Holding BV and BEMOL Retail SRL stopped to pursue their associated claims in Moldova, which were subsequently dismissed by the Chisinau Central Court in December 2018 and in March 2019.
Did Aliyev’s New Ventures Capital NV file a new lawsuit in Moldova to invalidate Danube Logistics Holding BV’s acquisition of Danube Logistics SRL?
Recently Danube Logistics Holding BV received yet another frivolous claim of one of Aliyev’s companies. This time New Ventures Capital NV is demanding the nullification of EASEUR Holding BV’s sale of its shareholding in Danube Logistics SRL to Danube Logistics Holding BV in 2011. Although Aliyev’s New Ventures Capital NV consented to the transaction in 2011, this company was not a party to the agreements that regulated the transaction. As previous attempts of Aliyev’s other companies to annul the transaction have failed in Dutch and Moldovan courts we are confident that this claim will also be dismissed.
Why did EASEUR Holding BV sell Danube Logistics SRL in 2011?
In 2011 EASEUR Holding BV was facing bankruptcy after the company was unable to repay a debt of almost $30m to Credit Suisse. In order to avoid a damaging liquidation of the entire group of companies, Credit Suisse proposed and agreed an amicable settlement with the subordinated creditor New Ventures Capital NV and EASEUR Holding BV. This settlement provided for the break-up of the EASEUR Group of companies whereby a newly created company named Danube Logistics Holding BV took over EASEUR Holding BV’s debt outstanding to Credit Suisse in exchange for EASEUR Holding BV’s and BEMOL Retail SRL’s interests in Danube Logistics SRL.
Why was EASEUR Holding BV unable to repay its debts to Credit Suisse?
EASEUR Holding BV’s efforts to re-finance the overdue debt outstanding to Credit Suisse with new bank loans failed primarily because of the company’s links with Rafiq Aliyev. After Rafiq Aliyev lost his final appeal to overturn his conviction for various economic crimes in Azerbaijan, international banks as well as Aliyev’s New Ventures Capital NV refused to provide additional financing. A proposal to Credit Suisse to convert part of the debt into a minority shareholding in Danube Logistics SRL was also rejected, as Credit Suisse was unwilling to hold shares in a company that had links to the imprisoned Aliyev.
How much did Danube Logistics Holding BV pay for Danube Logistics SRL in 2011?
Danube Logistics Holding BV paid a total amount of $28.6m, including $340.60 for EASEUR Holding BV’s 80% shareholding in Danube Logistics SRL, $13.7m (MDL 164m) for BEMOL Retail SRL’s loan receivables from Danube Logistics SRL and $14.9m for EASEUR Holding BV’s loan receivables from Danube Logistics SRL. In December 2011 the $28.6m consideration payable for these assets was set-off against the $28.6m consideration that EASEUR Holding BV had to pay to Danube Logistics Holding BV for taking over EASEUR Holding BV’s overdue debt outstanding to Credit Suisse.
How much was invested by EASEUR Holding BV and by Rafiq Aliyev’s Azpetrol Group in Danube Logistics SRL before the company was sold?
EASEUR Holding BV and Aliyev’s Azpetrol Group invested a total amount of $24.8m in Danube Logistics SRL before the company was sold for $28.6m. These investments consisted of a MDL 4,320 ($340.6) investment in the company’s share capital and a $24.8m investment in the form of loans. Aliyev attempts to unduly inflate his and EASEUR Holding BV’s investment figures by adding for example the investments that were financed by the subsidy the Government provided in support of the investments regulated in the Host Investment Agreement on Giurgiulesti International Free Port.
Did EASEUR Holding BV require the approval of Rafiq Aliyev for the sale of Danube Logistics SRL in 2011?
Aliyev’s New Ventures Capital NV participated in the finalization of the independent valuation of Danube Logistics SRL and issued written consents to the transaction. In these consent letters New Ventures Capital NV did not only consent to the sale of Danube Logistics SRL but also consented to BEMOL Retail SRL increasing its financing of Danube Logistics SRL by $5.2m before the completion of the transaction. Furthermore New Ventures Capital NV acknowledged in its consent letters that I am the ultimate legal owner of Danube Logistics Holding BV and that the economic interests in this company are shared with Credit Suisse.
Why did Aliyev’s New Ventures Capital NV consent to the transaction in 2011?
New Ventures Capital NV agreed to the transaction in order to realize a substantial profit on Aliyev’s investment, which was under threat to be entirely lost when he was arrested in 2005. After EASEUR Holding BV and BEMOL Retail SRL were released of their obligation to repay Credit Suisse in 2011, Aliyev demanded from these companies to stop investing in Moldova and to use the cash flows generated by BEMOL Retail SRL to repay the loan outstanding to New Ventures Capital NV. Between January 2012 and January 2014 EASEUR Holding BV repaid already $11m to Aliyev’s New Ventures Capital NV.
What was the basis of the claim related to your management of BEMOL Retail SRL?
As administrator of BEMOL Retail SRL I managed to turn the loss making start up company that had no petrol station and no funds in mid 2006 into a company operating 54 petrol stations, generating revenues of $75m and a net profit of $7m in 2012. After Rafiq Aliyev acquired BEMOL Retail SRL but failed to purchase Danube Logistics SRL in 2014, he began to argue that BEMOL Retail SRL could have been more profitable. He claimed in particular that the company could have achieved higher profits in case 35 leased petrol stations would have been owned and in case that BEMOL Retail SRL would not have provided a loan to Danube Logistics SRL.
Do you consider that Aliyev’s claims are legitimate?
Aliyev’s claims are simply frivolous. BEMOL Retail SRL earned MDL 12m interest on its financing of Danube Logistics SRL, which was approved by Aliyev’s New Ventures Capital NV and funded by the subsidy the Government granted primarily in support of Danube Logistics SRL’s and of BEMOL Refinery SRL’s investments in Giurgiulesti International Free Port. Also Aliyev’s claims related to the lease of petrol stations have no merit as each lease agreement generated substantial profits for the company and considering the fact that Aliyev did not only refuse to provide BEMOL Retail SRL with the capital required to construct 50 petrol stations but also requested in January 2012 to stop investments in Moldova in order to use BEMOL Retail SRL’s cash flows for the repayment of EASEUR Holding BV’s debt outstanding to his company New Ventures Capital NV.
How much of the subsidy that BEMOL Retail SRL collected from the Government was shared with Danube Logistics SRL?
Between 2007 and 2015 BEMOL Retail SRL collected a subsidy that was granted by the Government in order to support Danube Logistics SRL’s obligatory construction of various terminals in the port, BEMOL Refinery SRL’s still outstanding obligatory construction of a large oil refinery within the port and BEMOL Retail SRL’s voluntary development of a petrol station network. BEMOL Retail SRL used a small part of the collected subsidy to provide a loan of MDL 151m to Danube Logistics SRL, which BEMOL Retail SRL and EASEUR Holding BV sold to Danube Logistics Holding BV for a consideration of MDL 163m in 2011.
What are your plans regarding the court ruling related to BEMOL Retail SRL’s claim?
We have requested that the relevant authorities investigate the conduct of the court proceedings and the fabrication of the evidence in connection with BEMOL Retail SRL’s claim. Furthermore I have submitted a claim against the Republic of Moldova to the ECHR due to the flawed court proceedings, the role of employees of state authorities in the fabrication of evidence and the arbitrary interpretation of the applicable legislation. On 25 October 2019 the ECHR confirmed the admission of my claim.
Is it true that a bailiff acting for BEMOL Retail SRL has recently sequestered Danube Logistics Holding BV’s shares in Danube Logistics SRL?
BEMOL Retail SRL’s attempt to hold Danube Logistics Holding BV liable for the frivolous and contested claims against myself is illegal. Danube Logistics Holding BV, a subsidiary of Danube Holding BV, was not party to the litigation dealing with the management of BEMOL Retail SRL and therefore cannot be held liable for BEMOL Retail SRL’s claims. The illegal expropriation of Danube Logistics SRL’s shares would not only cause major damages to the Dutch company Danube Logistics Holding BV but also to other parties such as the EBRD, which holds a 65% economic interest in these shares, and would demonstrate that the property rights of foreign investors are not respected in Moldova.
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