Brian Tonna publishes document of transfer of Egrant shares

The auditor who set up the two offshore Panama companies for Konrad Mizzi and Keith Schembri, is insisting that a third mysterious company – Egrant – was created on his request, and its sole issued share was always in his possession.

In a series of documents he sent out to the press, Brian Tonna, the managing partner of Nexia BT, published a certified copy of the waiver which would show that Egrant’s subscriber companies – the Panamanian companies that incorporated Egrant – assigned their two subscriber shares to a bearer share certificate, which he held.

Egrant was officially set up on 9 July, 2013 by two subscriber companies called Dubro Limited SA, and Aliatar SA – companies which Mossack Fonseca uses as subscriber agents to set up Panama companies. They were also the same companies that set up Mizzi’s Hearnville and Schembri’s Tillgate, although they are used in thousands of incorporations.

 

Waiver certificate

According to the assignment of shares certificate, dated 8 July 2013, both Dubro and Aliator would have transferred each of their shares in Egrant to “the bearer” – which in this case would have meant the physical holder of the share certificate – to issue a certificate, or certificate for the respective shares to their nominees.

 

Tonna said that the original waiver, which he said “has always been in my hands”, was now with Magistrate Aaron Bugeja, who is carrying out a magisterial inquiry into allegations by Malta Independent columnist Daphne Caruana Galizia that Egrant belonged to Michelle Muscat, the wife of the Prime Minister.

“This document proves unequivocally that Dubro and Aliator’s involvement as subscribers ended on 8 July, 2013,” Tonna said.

According to an explainer on Panama corporations by Pols Attorneys, a Panama corporation must have two subscribers present at the public registry in order to be incorporated. "The subscribers are the individuals from the law firm that appear at the registry with the articles of incorporation to incorporate the corporation. By law, the subscribers have a right to own one share of the corporation. As soon as the corporation is established, the subscribers sign a document whereby they resign their rights to one share of the corporation. This document is provided to the client along with the corporate documentation. If the client wishes to be appointed as subscriber, they must by physically present in Panama to sign the public deed at the Public Notary office."

According to Caruana Galizia, a declaration of trust allegedly provided to Pilatus Bank by Tonna – the text of which she reproduced online but not the document in question – would have indicated that Dubro’s and Aliator’s shares were held as nominees for Michelle Muscat. She also said that the declaration was necessary for the transfer of a $1.017 million payment to a Dubai bank account held by Egrant, from a company owned by Leyla Aliyeva, daughter of Azerbaijani president Ilham Aliyev.

 

Other documents

Tonna also published a shareholder register, undated, which lists ATC Administrators – a company owned by Mossack Fonseca to serve as nominee – holding the only issued share in Egrant as of 9 July 2013. ATC was the nominee company used to hide the real ownership of Egrant.

 

In answering questions from LovinMalta, Tonna said that while a shareholder register needs to be kept at all times by a Panamanian company, “if there are no movements in the shareholding, it follows that there will be no updates that will need to be made and so the register remains static.”

Tonna also said he was “advised” that Panamanian companies do not issue share certificates to the original subscribers, in this case Dubro and Aliator – and that it was for this reason, that the only share certificate, numbered ‘1’, was issued to ATC Administrators.

However, the proxy ordering the liquidation of Egrant on 19 January 2017 is signed by Brian Tonna as “beneficial owner”, and not issued by ATC Administrators, which is the company that serves to hide Tonna’s ownership.

“As UBO (ultimate beneficial owner), I requested the administrators to proceed to liquidate the company… ever since 9 July 2013, I have been the UBO of Egrant, through ATC as nominees. Dubro and Aliator were only the original subscribers, which as I understand, is a Panamanian concept not quite identical to ours, and they no longer had any involvement whatsoever as from 8 July 2013.”