Continues from parts 1 and 2 linked here.
In this article I will be delving deeper into the question ‘Who owns Egrant?’, based on the report of the court-appointed experts, Harbinson Forensics.
Point 218 on page 1254 states that “it seems significant to us that on 6 March 2016, Mossfon confirm that they do not have any of the information which they apparently are subsequently being asked by Karl Cini to confirm at the later date of 3 March 2017.” Karl Cini replies immediately to MossFon stating that Egrant has not traded and that he provided all this information to them previously.
Point 220 on the same page states that it is interesting that on 18 March 2016, Karl Cini is again emailing MossFon with changes that he wants on the resolution and share certificates for Hearnville (Konrad Mizzi) because of errors in the wording of both the resolution about the issuance of shares and in the certificates. He requests revised resolutions and certificates for both companies – Hearnville and Tillgate. He also emails MossFon on 8 April saying he is preparing a letter for the dissolution of Egrant.
- It is interesting that on 22 April 2016, 14 days after Karl Cini emailed that he was preparing a letter for the dissolution of Egrant, Daphne Caruana Galizia published the information about the 3 Panama companies. It was however not before 19 January 2017, that is 9 months later, that Brian Tonna signed a proxy for a shareholders’ meeting authorizing the liquidation of Egrant. This proxy, together with the share register of Egrant and a certificate of ‘Assignment of subscription of Two Shares’ dated 8 July 2013, were published by Brian Tonna in MaltaToday on 27 April 2017, under the heading ‘Brian Tonna publishes document of transfer of Egrant Shares’.
- It is also pertinent to highlight that, once the two shares were assigned, the original subscribers, Dubro Limited (which represented 3,278 companies) and Aliator (which represented 3,275 companies) legally ceased their involvement as subscribers from that date, 8 July 2013.One must question here why these two companies were mentioned in the Declarations of Trust dated 20 August 2017, and why they were both signed by Jacqueline Alexander, on one as director of Dubro and on the other as director of Aliator.
- Incidentally, in another document published by Brian Tonna the following day, 9 July 2013, and signed in Panama, on behalf of ATC Administrators Inc., by Luis Quiel as attorney, and directors Leticia Montoya and Yvette Rogers, “it is acknowledged and declared that the beneficial interest in and ownership of 1 share represented by Share Certificate number 1 of Egrant Inc and in respect of which we are registered as the holder, are exclusively vested in favour of Brian Tonna and that such shares are and will at all times be held in our name upon trust for the client and we undertake and declare that we will upon request duly undertake and agree that we will execute a transfer thereof or exercise the voting powers thereby conferred or otherwise deal with the said shares in such manner as we may from time to time be directed by the client.” It is pertinent to highlight that ATC Administrators Inc was fully owned by Brian Tonna himself, and that prior to the March 2013 elections (Point 210 on page 1252 of the Harbinson report) it was appointed as nominee shareholder of Colson Services, Keith Schembri’s company in the British Virgin Islands, to replace him from continuing to be shown as its direct owner.
- It is astounding that Brian Tonna as owner of Egrant, was giving Brian Tonna as owner of ATC Administrators, through nominee directors appointed by Mossack Fonseca (Mossfon), instructions to authorize the preparation and signing of documents on behalf of the same Egrant. It also beggars belief, that all communications to Mosfon were being carried out by Karl Cini who shared the same office with Brian Tonna, and who both had a power of attorney to act on behalf of Egrant.
- It is highly suspicious that the ‘Assignment of Shares’ signed by Jacqueline Alexander on behalf of Dubro and Verna de Nelson on behalf of Aliator, refers to two shares, whereas ATC Administrators refer to one share certificate of one share. However, further down in the same document, they state “and that such shares” using the plural.
- It needs to be asked: How can Brian Tonna expect to be believed, when he keeps insisting, deviously in my opinion, that he went through all this trouble and ‘farcical manoeuvres’ to justify that his intentions were always to own a shelf company? If that were the case, he would have retained Dubro and Aliator as the nominee shareholders until the company was transferred to a real owner, or liquidated as it was no longer needed.
Point 221 on page 1255 states the Panama Papers were published on 3 April 2016. The next day MossFon compliance email Karl Cini to ask for the Ultimate Beneficial Owner (UBO), passport and other details for Egrant. Karl Cini responded that the UBO is now preparing a letter for its dissolution. Mossfon reply on 11 April with part of the short message in Spanish. However, Mossfon send an email that day regarding Egrant but immediately recalled it so that we cannot see what they said. This obviously raises the suspicion that in it they disclosed something confidential or perhaps they simply made an error. “At any rate, we have been unable to find the original message.”
In point 235 on page 1258, Harbinson state that “the process by which Nexia BT worked to get Egrant dissolved does not appear to us to shed any further light on who other than Brian Tonna, may have had any involvement with Egrant.”
Harbinson adopt a new title for the next phase of their report: ’30 January to 25 February 2017 – creating documents to show who owns Egrant’.
In point 241 on page 1259, they note that on 10 March 2016 Mossfon stated that they did not know who the officers and UBO of Egrant were. Having formed the company, it appears everything after that was a matter for the owners and their agents, Nexia BT.
In reading the contents of this section of the report, it is suggested to keep in view the date of 20 August 2015, the date of the two declarations of trust signed by Jacqueline Alexander and attributing the ownership of Egrant to Michelle Muscat.
In point 242 on page 1259, Harbinson state that it therefore appears strange to them that on 30 January 2017, Karl Cini (with input from Brian Tonna) started creating documents which would purport to come from Mossfon to demonstrate who the officers and UBO of Egrant were and the type of shares it issued.
“Mr Cini dealt with this in his testimony to you (the magistrate) at Part 4 page 19, and explained that he provided the text of what he wanted Mossfon to confirm. This however seems at odds with the testimony of Brian Tonna at Part 3 page 4 in which he appears to deny that the letter was prepared by his office and simply sent to Mossfon for signature. We have therefore set out below what emerges from our examination of these documents. (documents listed).
“The key points are that:
- It is clear that these documents were in fact created by Karl Cini and Brian Tonna with no input from Mossfon.
- It appears that Ricardo Samaniego of Mossfon in Panama signed the document on 24 February 2017 when it was emailed to him.”
In point 245 on page 1260, Harbinson address the magistrate: ‘It is a matter for you to decide whether there has been any wrongdoing in this and whether the fact that Nexia BT felt the need to create documents in this way has any significance for your inquiry.”
Point 247 on page 1261, states that the creation of documents starts with an email from Karl Cini to Brian Tonna entitled “happy with this?” on 30 January 2017. It most probably follows a discussion between them and appears to set out what they would want Mossfon to put in writing to them. Brian Tonna immediately replies “Yes – can we add intention shelf?” Karl Cini answers, “I can try – whether they put it in or not, I don’t know.”
Point 248 states that a few minutes later Karl Cini then appears to convert the draft wording from these emails (without adding “intention shelf”) into a word document named “confirmation – mflegal – egrant inc.dcox” which he emails to himself.
Point 249 states that the 30 January draft was then used as the basis for a new document “confirmation-directors-egrant inc” which as the date typed as “Today 16 February 2017”. However, the digital properties for both documents suggest that both were actually created on 30 January 2017. The metadata for the document “confirmation – directors – egrant inc” show that it was created by Nexia BT on 30/01/17 at 16.29, on 16/02/17 at 15.53, and then copied or moved to Karl Cini’s laptop PC20 on 23/02/17 at 16.41. In this revised document, minor cosmetic changes were made (and the font is changed) but the matters confirmed remain the same. For example, the date of dissolution is changed from xxxxxx to “is currently in dissolution”. This was despite the fact that it would subsequently transpire that Egrant was not “currently in dissolution” until April 2017.
Point 250 states that the earlier version also had no names of signatories but the names of Ricardo Samaniego and four other officers were added. (They would be removed in a later version to leave only Samaniego). It is not clear that this version was sent to MossFon or anywhere else at the time.
Point 251 states that on 8 February Benoit Wets emailed Brian Tonna with subject “Pana Committee – delegation to Malta” on 20 February, “reminding him of a letter inviting him to speak to the European Parliament’s Inquiry Committee (PANA). Brian Tonna replied on 13th that he will receive and answer questions only in writing.”
Point 252 states that on the 18th very detailed and far reaching written questions were sent by Mr Wets to Brian Tonna and Karl Cini. Brian Tonna replied on the 20th setting some answers claiming client confidentiality as a reason not to answer others.
Point 253 refers to Brian Tonna stating, “We have also attached our replies in this instance a document signed by the director of Egrant Inc. which clearly confirms that the ownership of Egrant Inc is as we are stating above.” This appears to refer to the letter they had drafted to come from Mossfon. However, no such document is attached to this email and it remains unclear whether it was ever forwarded to PANA.
My only comment here, not to lose this thread of concoctions by Brian Tonna and Karl Cini with the apparent complicity of Mossfon, is that the credibility of these poker players should have been called to order by the magistrate and not relied upon to arrive at the highly questionable overall conclusions of the inquiry.
My next article will be a continuation of this thread with hopefully enough space to open the next chain which will feature the Declarations of Trust, amendments in Panama Law and regulations on nominative shares and bearer shares, and then the alleged forgery of the declarations of trust.