MATHIAS VON TUCHER: “DANUBE LOGISTICS WILL APPEAL ALL ILLEGAL ACTIONS

Interview of Mathias von Tucher, Director Danube Logistics Holding BV

“I.”: - Bailiff Roman Talmaci ordered the forced administration of Danube Logistics. Can you explain?

M.T. - The order of bailiff Roman Talmaci is clearly unlawful and a blatant attempt to expropriate our and the EBRD’s interests in Giurgiulesti International Free Port. The order is based on Bemol’s disputed financial claim against Mr. Moser that has absolutely no relation with Danube Logistics. Danube Logistics has neither any debts outstanding to Bemol nor any debts outstanding to Mr. Moser. Mr. Moser does not own any shares in Danube Logistics, he is no longer an employee of the company and Danube Logistics is obviously not liable for his personal debts.

“I.”: - What will you do now?

M.T. - We are appealing against the unlawful order of bailiff Talmaci in court. In case we are unable to protect our interests in Moldovan courts, we will claim the associated damages from the Republic of Moldova based on the bi-lateral investment treaty with the Kingdom of the Netherlands.

“I.”: - Have you recently been in touch with Mr. Moser?

M.T. - Yes. He looks forward to the trial at the European Court for Human Rights that will assess the flawed Moldovan court proceedings that established Bemol’s financial claim.

“I.”: - Who are the shareholders of Danube Logistics?

M.T. - Danube Logistics Holding BV holds 100% of the shares in Danube Logistics. The primary beneficiary of this shareholding is the EBRD. In 2013 the EBRD replaced Credit Suisse as the party that is entitled to 65% of the share sales and dividend proceeds deriving from Danube Logistics Holding BV’s shareholding in Danube Logistics. Mr. Moser holds indirectly a minority beneficial interest in Danube Logistics Holding BV via an Austrian company. The fact that bailiff Talmaci is not pursuing Mr. Moser’s personal assets to settle his personal debt but unlawfully pursues the assets of Danube Logistics demonstrates the true motive of his actions, i.e. to “return” the Port to Bemol’s owner Rafiq Aliyev.

“I.”: - Mr. Aliyev argues that Danube Logistics was misappropriated from him. Do you have any comments?

M.T. - Bemol’s financial claim against Mr. Moser is not related to Danube Logistics Holding BV’s acquisition of Danube Logistics in 2011. In September 2018 the Amsterdam Appeals Court confirmed in a final and irrevocable judgment that Mr. Aliyev’s allegations regarding this transaction have no merit. Associated claims have also been dismissed by the Chisinau Central Court and the English High Court. Honestly, for me this topic was closed. Then, 8 years after the transaction was finalized, another company of Aliyev submitted one more claim based on the same frivolous allegations that are now being assessed by the Chisinau Central Court.

“I.”: - How did it come to Danube Logistics Holding BV’s acquisition of Danube Logistics?

M.T. - Until 2011 both Bemol and Danube Logistics were subsidiaries of Easeur Holding BV. The transaction was the result of a settlement agreed between Easeur and its creditors - Credit Suisse and Aliyev’s company New Ventures. The settlement provided for Danube Logistics Holding BV taking over Easeur’s and Bemol’s overdue obligations to pay $28.6m to Credit Suissein exchange fortheir interests in Danube Logistics.

“I.”: - We understand from certain publications that Mr. Aliyev allegedly said that the transaction could have been prevented. Can you comment on this?

M.T. - I was not involved in this transaction but can quote the decision of the Amsterdam Appeals Court regarding this allegation. In the final and irrevocable judgment, it is stated that the plaintiff “…has failed to sufficiently substantiate that there were still realistic alternatives…”. Furthermore, the judgment declares: “In conclusion, it must be assumed that CSI was no longer willing to finance Easeur in 2011 as long as Easeur (through New Ventures) had ties with New Ventures/Aliyev...”.If Mr. Aliyev would have wanted to prevent the transaction, he could have contributed additional capital. Instead, he agreed to the sale of Danube Logistics and demanded from Easeur to accelerate the repayment of the debt outstanding to his company New Ventures.

“I.”: - We understand that Mr. Aliyev is disputing the valuation on which this transaction was based.

M.T. - There is no ground for disputing the valuation. The Amsterdam Appeals Court concluded that the independent valuation was “rather too high than too low” as Danube Logistics’ actual cash flows are considerably lower than projected. Furthermore, the Dutch court noted that Aliyev’s Trustees and their financial advisor were closely involved in the finalization of the valuation and that they therefore had the possibility to verify the valuation before they accepted it in 2011.

“I.”: -Was Mr. Aliyev aware of Mr. Moser’s interests in Danube Logistics Holding BV when he agreed to the sale of Danube Logistics in 2011?

M.T. - Of course! Mr. Aliyev was aware of this fact as it is reflected in the consent letters that Aliyev’s company signed before the transaction was completed.

“I.”: - Did Danube Logistics fulfill its investment obligations in the Port?

M.T. - Danube Logistics has developed Giurgiulesti International Free Port into one of the most successful ports on the Danube. On average the port is facilitating the international trade of Moldovan companies with more than 50 countries each year. Danube Logistics has fulfilled its investment obligations, has never paid any dividends and instead continues to invest in the port together with numerous other companies.

“I.”: - How much of the subsidy that Bemol collected from the Government was invested in the port?

M.T. - We estimate that Bemol collected about MDL 1bn in subsidies, which the Government granted in support of the investments defined in the Host Investment Agreement on Giurgiulesti International Free Port. Between 2008 and 2011 Bemol used MDL 151m of the subsidy to provide loans to Danube Logistics to facilitate the fulfillment of Danube Logistics’ investment obligations in the port. In 2011 Danube Logistics Holding BV acquired this loan plus interest for MDL 163m.

“I.”: - As far as we remember, the Host Investment Agreement also provided for the construction of an oil refinery in the Port.

M.T. - Yes, that was the obligation of Mr. Aliyev’s company Bemol Refinery SRL, which has still not fulfilled its obligation to construct the large oil refinery stipulated in the Host Investment Agreement, although a substantial part of subsidies that Bemol collected from the Government was provided for this project. Because of the missing oil refinery Danube Logistics is incurring substantial financial damages as the large oil terminal that Danube Logistics constructed for this project is utilized far below its capacity.