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Friday, 29.03.2024, 08:57
E-mail correspondence proves that American investment fund has effectively robbed its Latvian partners in Ukraine
This e-mail
correspondence from October 2018 that has now also become available to
Pietiek.com and fragments of which are published below shows Olga Makara, CFO
of Agroprosperis Group, clearly indicating to the Latvian representative
the financial schemes, which resulted in the joint company owned by NCH
Capital and LU Invest in Ukraine incurring losses from purchasing
raw materials and equipment for inflated prices and selling grain at discounted
prices while profits are bypassed around the Latvian company and channelled to
offshore companies in Ukraine controlled by NCH Capital.
In one
e-mail Olga Makara explains that rather than looking at the profit indicators
of the joint venture alone, the overall profit of the group which is generated
elsewhere – at the profit centres within offshores in Cyprus – should be looked
at. In the correspondence, Olga Makara failed to realize that the Latvian
representatives have nothing to do with these profit centres, the money channelled
there remaining exclusively with NCH Capital.
As
previously reported, information disclosed by the Ukrainian authorities, which (just
like the authorities in Latvia and the USA) are reviewing the facts, indicates
that about 14 years ago, in late 2006, an agricultural company was founded in
the country by offshore company Trittico Holding Limited owned by NCH
Capital and Latvian joint stock company Dobeles dzirnavnieks.
However,
less than a year later, Dobeles dzirnavnieks was replaced by another
Latvian company – LU Invest owned by Vitauts Paškausks, and a month
later, when the Latvian representative Valdis Muižnieks was appointed as the
Director General of Golden Sunrise (Agro), he received 4% of the
company’s shares.
Even with
this 4%, the Latvian side was in the minority: the Cypriot offshore company Unagro
Finance Limited, which had replaced Trittico Holding Limited, owned
50,01% of the shares, while LU Invest and Valdis Muižnieks together
owned 49,99%. Yet the rights and obligations of the parties were rather
strictly regulated, including the rights of the minority shareholders, such as
that they were the ones to nominate the Director General of the company.
According
to the Ukrainian authorities, already in 2010 the actions of NCH Capital
in “optimising” various costs had started to cause some concern to the Latvian
partners. The suspicious activity had mostly been related to two basic
operations of the company – purchasing of raw material and sale of produced
grain.
With time,
these processes were increasingly taken over by the representatives of NCH
Capital, thus effectively bypassing the official Director General of Golden
Sunrise (Agro). Raw material was often purchased for inflated prices, while
grain was sold for suspiciously low prices.
However,
the information collected by Ukrainian authorities shows – this does not
necessarily mean that the representatives of NCH Capital deliberately
chose to incur losses. Quite the opposite, the NCH Capital
representatives who controlled the supply of raw material and grain customers –
offshore companies, had chosen to gain profit through those, rather than share
it with their Latvian partners and Golden Sunrise (Agro).
According
to unofficial sources, Ukrainian authorities have gained access to
correspondence between Valdis Muižnieks and the CFO of an offshore company
involved in the NCH Capital offshore chain, who clearly admits to the
existence of this financial scheme and the fact that profit is being gained by
the offshores in Cyprus, bypassing the Latvian partners, who are left with only
losses.
The
situation had become completely obvious in 2017-2018 when the possible goal of
the NCH Capital representatives had been revealed – to not only gain
extra profit through the offshores, but also to force the Latvian partners out
of Golden Sunrise (Agro), purchasing their capital shares at the lowest
possible price by taking advantage of the shareholders’ agreement and the
pre-emptive rights contained therein.
This
assumption was confirmed in late 2018, when objections voiced by LU Invest
and Valdis Muižnieks as to never having received any dividends throughout the
duration of the company’s existence, were met with an NCH Capital offer
to buy the Latvian partners’ shares for 5 million dollars. Other offers
followed, topping out at 8.5 million dollars. Meanwhile, the average annual
profit of Golden Sunrise (Agro), which through the financial scheme had been
moved to the offshores, had been approximately 9 million dollars, while the
company’s actual value was over 70 million dollars.
The
materials collected by Ukrainian authorities show that when these offers were
rejected, NCH Capital representatives effectively implemented a takeover
of the company. Despite the company by-laws stipulating that a shareholders’
meeting shall have consensus only if the owners of at least 60% of shares are
present, in March of last year the representatives of NCH Capital
managed to register a new Director General for Golden Sunrise (Agro) in
the Ukrainian Enterprise Register thus removing Valdis Muižnieks from office,
even though this decision was taken without the presence of the Latvian
partners, thus with only 50,01% shares being represented.
According
to the Ukrainian authorities, this illegal takeover was facilitated by finding
an especially favourable place of registration, and as a result the Latvian
entrepreneurs have lost both actual and official control over an agricultural
company worth several tens of millions.
Fragment
from correspondence between Valdis Muižnieks and Olga Makara about “profit
centres” and cash flows
From:
Olga Makara
Sent:
Thursday, 11 October, 2018 4:53 PM
To:
Muižnieks Valdis
Cc: Korolko
Galina; Matviienko Maxim; Novoseltsev Viktor; Maria Osyka; Viacheslav Sagan;
Igor Osmachko; Michael Bertram
Subject:
RE: Nika-Tera
Dear
Valdis,
I propose
to address the issue of financing and cash flows of your Holding, Golden
Sunrise, at the level of the new EU member states, without involving
Agroprosperis.
By blocking
the shipments, you are not improving the cash flow of your Holding.
Best
regards,
Olga Makara
CFO/Business
Development
Agroprosperis
Group
From:
Muižnieks Valdis
Sent:
Thursday, 11 October, 2018 4:38 PM
To: Olga
Makara
Cc: Korolko
Galina; Matviienko Maxim; Novoseltsev Viktor; Maria Osyka; Viacheslav Sagan;
Igor Osmachko
Subject:
RE: Nika-Tera
Dear Olga,
the
question we are discussing now is more about the cash flow of Golden Sunrise
Holding.
We have
already forgotten that Agroprosperis is not the only Investor in this Holding.
Best
regards,
Valdis
Muižnieks
CEO
LLC GOLDEN
SUNRISE (AGRO)
From:
Olga Makara
Sent:
Thursday, 11 October, 2018 4:26 PM
To:
Muižnieks Valdis
Cc: Korolko
Galina; Matviienko Maxim; Novoseltsev Viktor; Maria Osyka; Viacheslav Sagan;
Igor Osmachko
Subject:
RE: Nika-Tera
Dear
Valdis,
the issue,
which we were discussing, is the transfer price for you; the Trading House in
Cyprus receives the real price from the buyer, and it is this price, which is
taken into consideration, when the Farm Report result and the bonus for
the APZ team are calculated.
Whether we
offer you $ 150/t or $ 162/t, it does not matter for the Group as a
whole; it does not in any way characterise the Agroprosperis sales department.
All international groups have their transfer price.
To evaluate
the work of the sales department, one should just look at EBITDA of the group
before 2014. The figures speak for themselves.
Best regards,
Olga Makara
CFO/Business
Development
Agroprosperis
Group
From:
Muižnieks Valdis
Sent:
Thursday, 11 October, 2018 4:17 PM
To:
Viacheslav Sagan; Olga Makara; Igor Osmachko
Cc: Korolko
Galina; Matviienko Maxim; Novoseltsev Viktor; Maria Osyka
Subject:
RE: Nika-Tera
Dear
Colleagues,
we have a
sales department that has to offer the best prices throughout the marketing
year, don’t we? Or should we endlessly bargain every time as if we were at an
open-air market??? Maybe we should refuse such services that are to the
disadvantage of the business?
Best
regards,
Valdis
Muižnieks
CEO
LLC GOLDEN
SUNRISE (AGRO)
From:
Viacheslav Sagan
Sent:
Thursday, 11 October, 2018 4:12 PM
To:
Muižnieks Valdis; Olga Makara; Igor Osmachko
Cc: Korolko
Galina; Matviienko Maxim; Novoseltsev Viktor; Maria Osyka
Subject:
RE: Nika-Tera
And
$ 162/t, FOB, Nika-Tera?
From:
Muižnieks Valdis
Sent:
Thursday, 11 October, 2018 4:10 PM
To: Olga
Makara; Igor Osmachko; Viacheslav Sagan
Cc: Korolko
Galina; Matviienko Maxim; Novoseltsev Viktor; Maria Osyka
Subject:
RE: Nika-Tera
Dear
Colleagues,
Golden
Sunrise does not agree to sell corn at $ 155/t, FOB.
Best
regards,
Valdis
Muižnieks
CEO
LLC GOLDEN
SUNRISE (AGRO)
From:
Olga Makara
Sent:
Thursday, 11 October, 2018 4:08 PM
To: Igor
Osmachko; Viacheslav Sagan; Muižnieks Valdis
Cc: Korolko
Galina; Matviienko Maxim
Subject:
RE: Nika-Tera
Igor,
you are
right; in relation to this terminal, we can add $ 7/t to the price, i.e.
$ 162/t.
From:
Igor Osmachko
Sent:
Thursday, 11 October, 2018 3:58 PM
To: Viacheslav
Sagan; Muižnieks Valdis
Cc: Korolko
Galina; Matviienko Maxim; Olga Makara
Subject:
RE: Nika-Tera
Viacheslav,
in relation to Nika-Tera, we pay the entire cost of transshipment in hryvnias
(UAH). The non-resident does not pay extra.
From: Viacheslav
Sagan
Sent:
Thursday, 11 October, 2018 3:57 PM
To:
Muižnieks Valdis; Igor Osmachko
Cc: Korolko
Galina; Matviienko Maxim; Olga Makara
Subject:
RE: Nika-Tera
It should
also be taken into account that, actually, we do not quite have FOB.
The APZ pays
for the transshipment service only partially (that is, in the amount of
$ 5), the non-resident pays an extra $ 6-7 for fobbing, fumigation,
survey, etc. for a non-resident (who is related to the terminal; these are the
terminal operating conditions).
Therefore,
we have a small difference between the CPT and FOB prices.
From:
Muižnieks Valdis
Sent:
Thursday, 11 October, 2018 3:18 PM
To: Igor
Osmachko
Cc: Korolko
Galina; Matviienko Maxim; Viacheslav Sagan; Olga Makara
Subject:
RE: Nika-Tera
Igor,
but our
price is $ 155/t, Free On Board (FOB).
Best
regards,
Valdis
Muižnieks
CEO
LLC GOLDEN
SUNRISE (AGRO)
From:
Igor Osmachko
Sent:
Thursday, 11 October, 2018 3:12 PM
To:
Muižnieks Valdis
Cc: Korolko
Galina; Matviienko Maxim; Viacheslav Sagan; Olga Makara
Subject:
RE: Nika-Tera
Valdis,
at the port
of Nika-Tera, the price is $ 154/t (transshipment is $ 2 cheaper
there), $ 156/t is the price of the deep-water ports of large Odessa. In
any case, I do not set transfer prices. I put my financier colleagues in copy
as we need to know if they are satisfied with a different transfer price.
Best
regards,
Igor
Osmachko
From:
Muižnieks Valdis
Sent:
Thursday, 11 October, 2018 3:08 PM
To: Igor
Osmachko
Cc: Korolko
Galina; Matviienko Maxim
Subject:
FW: Nika-Tera
Dear Igor,
today, at
the port, the price after the recession is $ 156/t, Carriage Paid To
(CPT).
What are
our actions?
Best
regards,
Valdis
Muižnieks
CEO
LLC GOLDEN
SUNRISE (AGRO)
From:
Matviienko Maxim
Sent:
Thursday, 11 October, 2018 2:08 PM
To: Valdis
Muižnieks
Subject:
Fwd: Nika-Tera
The price
of corn is $ 155/t. Our actions?
From:
Oleksandr Sladkov
Date: Thu,
11 Oct, 2018 at 12:57 PM +0300
Subject:
Nika-Tera
To:
Myronenko Yuliya
Good
afternoon, dear colleagues. To execute the contract for the supply of corn, I
ask you to prepare the package of documents according to the list.
Please send
the scanned copies to my email tomorrow before 11:00. Please send the originals
and the certified copies to the address: Nika Trans Logistics,
23 Aivazovsky St., Office 214, Mykolaiv, for Irina Lomakina,
tel.: +38 050 493 88 83.
Documents
required for customs clearance:
Accreditation
at the customs. Registration Card/Extract from the register. Copy certified by
the seal
Foreign
trade contract. Copy certified by the seal (attached)
Supplements
and specifications to it. Copy certified by the seal (attached)
Proforma
invoice (in relation to the quantity under the contract or the freight volume
planned for shipment). Original (attached)
Invoice (in
relation to the freight volume actually shipped). After loading the cargo onto
the vessel
Power of
Attorney of the Chamber of Commerce and Industry for freight forwarders (pro
forma in the attached file). Original
Registration
in the Phytosanitary Service. Copy certified by the seal
Certificate
of the exporter of grain. Original (attached)
Add. to the
contract on the collection and transportation of municipal solid waste (MSW). 2
originals
Best
regards,
LLC
“AGROPROSPERIS”
Aleksandr
Sladko
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