Investigative Report on 1MDB: Jho Low uses bearer share firms and those with sovereign names to mislead


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This article first appeared in The Edge Malaysia Weekly, on June 15 - 21, 2015.

 

A notable modus operandi of Jho Low in his corporate wheeling and dealing is the use of companies with names that create the impression that they are linked to or owned by the governments of Middle East countries.

More often than not, these companies are registered in places like the Seychelles, British Virgin Islands and Caymans, where information is hard to come by.

Jho Low also uses bearer share companies as a device to conceal the ownership of companies that are ultimately controlled by him and through which he pulls the strings.

Because the owner of a bearer share is whoever holds the share certificate at a particular time, the ownership can change hands easily. This is something that regulators and bankers are wary about because it is hard to determine who the actual owner is.

In fact, in many jurisdictions, the use of bearer share companies in corporate and banking transactions is not allowed.

An example of Jho Low’s modus operandi is Abu Dhabi Kuwait Malaysia Investment Corp (ADKMIC).

ADKMIC, via Majestic Masterpiece Sdn Bhd, was a shareholder in UBG Bhd, Loh & Loh Corp Bhd (LLCB) and Putrajaya Perdana Bhd (PPB) at different points in time between 2007 and 2010.

These three Bursa-listed companies were eventually privatised in a RM1.4 billion swoop by Javace Sdn Bhd in September 2010.

(As we reported in our issue of June 8, 2015, PetroSaudi Seychelles and Javace — companies controlled by Jho Low — had used US$260 milion (RM850 million) of 1MDB’s cash to take over UBG in 2010.)

ADKMIC was incorporated in the Territory of the British Virgin Islands (BVI) on July 27, 2007, as company number 1422027. Its principal activity is investment holding and it is not listed on any stock exchange. It has an authorised share capital of 50,000 ordinary shares of US$1 par value, of which 1,000 shares have been issued and fully paid up.

Its shareholder list shows that it is owned by three companies and six individuals, one of whom is Jho Low.

The shareholders of ADKMIC are:

• ADIA Investment Corp (ADIA) (Republic of Seychelles) — 21%

• KIA Investment Corp (KIA) (Republic of Seychelles) — 21%

• Abu Dhabi-Malaysia (Business Development) Investments Corp (ADMBD) (British Virgin Islands) — 10%

• Low Taek Jho (Malaysian) — 10 %

• Tan Vern Tact (Malaysian) — 10%

• Other individuals — 28%

 

ADIA and KIA are Seychelles bearer share companies

It appears that ADIA and KIA are owned by the Abu Dhabi Investment Authority and the Kuwait Investment Authority (both sovereign wealth funds). After all, the former and latter are commonly abbreviated as ADIA and KIA.

However, the use of these abbreviations by ADIA Investment Corp and KIA Investment Corp is misleading and gives the companies the appearance of being government owned when they are not.

We can establish this fact because ADIA and KIA are Seychelles-incorporated bearer share companies. A bearer share company means that the owner is whoever holds the physical share certificate at a particular time.

The owners of these share certificates were not disclosed in Bursa Malaysia filings dated Aug 8, 2008, pertaining to the failed offer by ADKMIC’s subsidiary Majestic Masterpiece to buy all of UBG.

The filings stated: “The shares in ADIA Investment Corporation and KIA Investment Corporation are issued as bearer certificates. As such, the shareholders of ADIA Investment Corporation and KIA Investment Corporation have not been set out.”

Would a government entity investing hundreds of millions of dollars own a bearer share company knowing that the holder of the share certificate will be entitled to full ownership?

Not likely.

The method of using Seychelles-incorporated and bearer share companies as ownership vehicles is a modus operandi of Jho Low’s.

In previous articles, we have noted how two other companies controlled by him — PetroSaudi Seychelles and Good Star Ltd — were both incorporated in the Seychelles. The former is also a bearer share company and has the same name as the PetroSaudi International Group although it is not part of the group.

 

ADMBD is owned by Jho Low’s associates

Another shareholder of ADKMIC is ADMBD or Abu Dhabi-Malaysia (Business Development), and its name gives the impression that it is jointly owned by the governments of Abu Dhabi and Malaysia.

However, ADMBD is owned by two individuals: Yousif Mana Saeed Alotaiba and Shaher Moh’d Ali Awartani. Both were made UBG directors the same day as Jho Low and his associates in 2008.

Yousif is a United Arab Emirates citizen who had served as ambassador of the UAE to the US and Mexico. He was appointed a director of UBG on Sept 19, 2008.

Shaher is a Jordanian national who founded Silver Coast Construction & Boring LLC, which specialises in civil and infrastructure construction. He was also a director of UBG, as alternate to Yousif .

Another shareholder of ADKMIC, Tan Vern Tact, is also Jho Low’s close associate from UBG. Vern Tact owns 10% of ADKMIC in his own name and is listed as the company’s only director. He joined the board of UBG as Jho Low’s alternate director, also on Sept 19, 2008.

ADKMIC was effectively 70% controlled by Jho Low and his associates and he used bearer share companies to disguise the fact that he ultimately controls these companies.