Claire Gauci Borda rented the Bahamas villa for one year on behalf of a gold-trading company called Tyre Ltd, of which she and her sister Louisa Dalli were directors and legal and judicial representatives

Published: July 5, 2013 at 10:57am

The Bahamas villa rented by Tyre Ltd for a year at a total cost of $96,000 excluding utilities. John Dalli arrived for the last meeting we know of on 4/5 September and left on 8 September, arriving and departing on a private jet whose crew were put up at the Sheraton in Nassau.

The Bahamas villa rented by Tyre Ltd for a year at a total cost of $96,000 excluding utilities. John Dalli arrived for the last meeting we know of on 4/5 September and left on 8 September, arriving and departing on a private jet whose crew were put up at the Sheraton in Nassau.

On 14 July 2012 – a few days after her father’s journey from Cyprus to Nassau and back (7 to 9 July), Claire Gauci Borda signed a contract for villa rental in the Bahamas for one year.

She signed on behalf of Tyre Ltd, a company incorporated in Malta in February 2011 and with a registered address at her father’s apartment/office at 1400 Block 14, Portomaso, St Julian’s.

The memorandum and articles of association of Tyre Ltd say that its main objective is to “act as a brokerage agent in the sale/purchase transaction of aircrafts, heavy machinery and other resources”.

However, the directors’ report dated 31 December 2011 (for the first period of trading) and filed in January 2012 says under the heading ‘Principal Activities’ that Tyre Ltd is “principally involved in the trading of precious metals such as copper and gold”.

Tyre Ltd’s authorised share capital is €100,000 in 100,000 ordinary shares of €1 each.

The issued share capital is €10,000 as 10,000 ordinary shares of €1 each, 20% paid up, all held at the time the company was incorporated by Derrick Germaine of 754 Martins Chapel Road, Lawrenceville, Georgia, USA – US passport number 401040530.

Germaine manages a Georgia company, Dake Publishing, which publishes Bibles and Christian texts. At some point, he advanced a sum in excess of half a million euros to Tyre Ltd, which shows up in the accounts filed at the company registry as ‘borrowings – advance from shareholder’.

Nowhere in the financial statements or other documents filed at Companies House is there any indication of charity work or donations to charity. There is, on the other hand, a reference to the impact of the price of gold on the future operations of the company, while the revenue in the first year of trading came entirely from trade in copper.

The first directors of the company were Derrick Germaine himself, and the following three others:

Daniel Alberto Kan
1 Latitia Close, Green Point
NSW2251, Australia – holder of an Argentinian passport

Thamnoon Kunajak
20/17 Evergreen Village
Bangna – Trad- Soi 56, Bagna – Trad Road
A. Bangkaew, Samutprakarn
B. 10540, Thailand – holder of a Thai passport

Chutthrathipya Monthonkan
1, Soi Soonvijal 1
New Petchburi Road
Huaykwang, Bangkok
10310 Thailand – holder of a Thai passport

The company secretary at incorporation was Claire Gauci Borda, who remains in that position until today.

Legal and judicial representation is vested in any member of the board of directors.

First Annual Report and Financial Statements

Tyre Ltd’s annual report and financial statements for 2011 were filed in January 2013.

During this first period of trading, Tyre Ltd generated a turnover of €186,000, all from trading in copper as a raw metal, with a gross profit of €31,621. Administrative expenses were €190,388. After taxation, the loss for the period was €103,199.

Auditor John Abela, for Horwath Malta, reported:

“Without qualifying our opinion, we draw attention to note 2 in the financial statements which indicate that the company incurred a net loss of €103,199 during the year ended 31 December 2011, and at that date, the company’s total liabilities exceeded its total assets by €101,119. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern.”

At that point, the company had €316,354 in liquidity (cash and bank) and had borrowings of €535,480 described as an advance from its shareholder (the only listed shareholder at this stage is Derrick Germaine).

Yet despite the company’s precarious financial situation, just six months after the date of those accounts, it rented a villa in the Bahamas at $8,000 a month for 12 months ($96,000) with utilities and other expenses over and above that.

When Tyre Ltd personnel left the villa unexpectedly just two months after they rented it, they left the Bahamas in a private jet hired from third parties, that departed from Nassau at 1am. John Dalli was with them. The jet flew to Halifax, where it refuelled, then on to Iceland, then Brussels, then Malta. The total cost of this air-trip is estimated at $80,000.

I have no information as to where Dalli, then still an EU Commissioner (he was forced to resign five weeks later) left the jet.

John Dalli’s daughters become directors of Tyre Ltd

Claire Gauci Borda and Louisa Dalli were appointed directors of Tyre Ltd on 15 March 2012, and were vested with legal and judicial representation. This means that when Gauci Borda signed the contract for villa rental four months later, she did so as a company director with full judicial authority.

No other directors resigned to make way for them, so the total number of directors was brought up to six.

On 1 September 2012, three of the directors – Derrick Germaine (the sole shareholder), Thamnoon Kunajak and Daniel Alberto Khan resigned – leaving just Chutthrathipya Monthonkan, Claire Gauci Borda and Louisa Dalli as directors of Tyre Ltd. Derrick Germaine remained the sole shareholder.

John Dalli arrived in the Bahamas on 4 or 5 September, on a private jet. He left on 7 or 8 September, in the same private jet, the crew of which (pilot, co-pilot and stewardess) stayed at the Sheraton in Nassau while Dalli stayed at the villa. Dalli left on the same jet in the manner described above, with others of the party. The jet does not appear to have been the property of a member of the party, but had been hired for the trip.

Claire Gauci Borda and Louisa Dalli resign as directors

In the annual return made up on 1 February 2013 and filed on 14 May, Derrick Germaine continues to be listed as the sole shareholder, while the only directors as at that date are Claire Gauci Borda, Louisa Dalli and Chutthrathipya Monthonkan. Claire Gauci Borda is also the company secretary.

However, on 30 May, a note was filed under the Companies Act, with the Registry of Companies, saying that Claire Gauci Borda and Louisa Dalli had resigned as directors of Tyre Ltd and were no longer vested with legal and judicial representation of the company, with an effective (and therefore retroactive, given that the annual return of 1 February 2013 listed them as directors) date of 25 December 2012.

In the same note filed on 30 May, British-born Martin Zuch, holder of a British passport and who lives in England, was registered as a director of Tyre Ltd, vested with legal and judicial representation, as from 25 December 2012.

At this stage, Martin Zuch and Chutthrathipya Monthonkan are the only two directors.

In a separate note to register a change in shareholding, filed that same day (30 May), Derrick Germaine transferred Tyre Ltd’s entire shareholding to Martin Zuch in his personal capacity, with an effective date of 25 December 2012. Claire Gauci Borda remains the company secretary.

The situation at present is that Tyre Ltd’s shareholding is held in its entirety by Martin Zuch personally. Zuch and Monthonkan are the only two directors. Claire Gauci Borda is the company secretary. The registered address remains John Dalli’s apartment at Portomaso.

Martin Zuch is an evangelical Christian who is one of the people responsible for a charity called Give Hope International, which appears to be legitimate, and whose website describes him thus:

Martin’s career background was in finance until, in 2005, he made the decision to invest in Africa and contribute towards the huge task of poverty alleviation, through the creation of education, employment and sustainable businesses. Having witnessed the depth of poverty and lack of basic needs, such as schools, he set up Give Hope to help the community by providing education and other economic and social support. To help him serve the community better, Martin completed a Master of Science in Community Wellbeing in Disaster and Development at Northumbria University in Newcastle, UK. He lives in Northumberland with his wife and 3 children and travels to Zambia regularly.

Zuch was neither a director nor a shareholder of Tyre Ltd when the villa in the Bahamas was rented. He entered the equation in May this year with an effective registered date of 25 December 2012. Attempts at reaching Zuch for comment about his involvement in Tyre Ltd have been unsuccessful so far.




52 Comments Comment

  1. tinnat says:

    Fantastic reporting. You shame OLAF’s investigation capabilities.

    • Calculator says:

      In fact, maybe OLAF can just simply ask Ms Caruana Galizia for her sources and use the evidence she’s picking up so expertly.

  2. rjc says:

    Hope Saviour Balzan is following this blog.

    And hopefully he also reads the comments of his readers who by now have realised that he, as defender of J Dalli, has lost all credibility.

  3. GorgBorg says:

    If you don’t get an award for this, vera pajjiz tal Mickey Mouse.

  4. Miss Forcina says:

    Excellent report. Hats off and applause. Truly one of the few sources of proper reporting in this miskina country.

  5. La Redoute says:

    If the company’s total liabilities exceeded its total assets, it was technically bankrupt.

    • jack says:

      No it is not. A company is insolvent (bankruptcy is for natural persons only) if is unable to pay off its debts or its business is suspended for 24 months.

      It is not unusual for a company, especially in its first year of operation to be operating at a loss (which loss can be carried forward indefinitely). In these scenarios, it is natural for the auditor to comment in his auditor’s report, that the viability of the company shall be ensured through the funding of its shareholders.

      Naturally, the directors, who are accountable to the shareholders and who are entrusted to the day to the day management of the company, should ensure that the business trading of the company are compatible with the M&As of the company, and take note of the company’s finances prior to entering into commercial dealings.

      • La Redoute says:

        The auditor in this case said nothing of the sort. On the contrary, he said: “These conditions indicate the existence of a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern.”

      • Cittadin Malti says:

        Besides the issue of whether the company was insolvent or not, there is the issue of the expenses.

        Considering the very substantial expenses incurred on renting a very expensive villa in the Bahamas and the cost of the trip on a private jet, one would hope that the tax authorities investigate if any of those expenses have been included in taxable deductions – which in my view they should not.

        Also, if the auditor signed off on accounts which state that the business of the company is that of trading in copper or gold, then there is no way that the business of that company was one of charity unless the auditor made a ‘mistake.’

        Can anyone register a company in Malta with the purpose and object of carrying out a charity? Probably not, because a charity by definition is most likely to always be in financial difficulties and cannot be funded through a ‘capital’ structure which is the basis of limited liability.

      • La Redoute says:

        Tyre Ltd.’s 2012 directors’ report and financial statements have not been filed yet.

      • Cittadin Malti says:

        Maybe the auditor is finding difficulty signing on those accounts?

  6. curious says:

    Daphne, thank you for your time and effort.

  7. Alexander Ball says:

    You have more spies than the CIA.

  8. Niki B says:

    This may be interesting as well:
    http://jubileeoilandgas.com/about-us.php

    [Daphne – I haven’t come to that yet. Uploading everything in one post just makes things confusing.]

  9. Toyger says:

    The Police commissioner or OLAF should seriously consider recruiting you. You shame them by showing them the huge amount of information one is able to obtain with good researching skills.

  10. La Redoute says:

    Derrick Germaine Bible sales pitch, straight out the snake oil salesman’s handbook.

    This is from http://www.youthpastor.com/resource/index.cfm/Dake_The_Ultimate_Study_Bible_2018.htm#.UdaY9G3lZYE

    Dake – The Ultimate Study Bible
    Website: http://www.dake.com/

    Description: Instead of rushing out to get the hottest new Bible with the latest variation of Scripture and a handful of devotional notes written just for freckled tax lawyers with acne problems, check out the study Bible that offers you more. The Dake Annotated Reference Bible contains more tools for serious Bible study than you’ll find in any other study Bible on the market. Period.

    Categories: Bible : Online Bibles
    Denomination: Nondenominational
    Attn: Derrick Germaine
    Phone: (770) 963-1611
    Email: [email protected]

  11. La Redoute says:

    Derrick Germaine’s photo and contact details:

    http://www.dake.com/dake/about.html

  12. Candida says:

    You’re brilliant.

    • Last Post says:

      What a shameful mess this John Dalli affair has been throughout.

      So this is where he got his philanthropic idea of helping people in Africa from.

      It turns out he was definitely a very bad choice (unfortunately by Gonzi himself) as Malta’s EU Commissioner when all the signs of misdemeanor were already there.

  13. J says:

    Meanwhile, on a planet near you, the Maltese PM displays his ignorance of diplomacy, the structures of the EU, basic etiquette… http://www.independent.com.mt/articles/2013-07-05/news/pm-will-definitely-consider-using-veto-to-obtain-eu-help-1995964420/

    Even if the many neo-Mintoffians think that Joseph’s style is brilliantly clever, the Swedish Commissioner is not a representative of the Swedish government, or the Swedish people (except to the extent that the Swedes are European, and she is a representative of the Union). Excuse my Swedish, but what a fecking dick.

    • Josette says:

      That remark to the Commissioner that Sweden can have our migrants show that he never managed to rise above a playground level of argumentation. Now let’s use the veto to threaten the EU to get what we want … wonder how long it will take them to show us the door! Pity we’re all together in this sinking boat.

  14. Bubu says:

    I’m impressed. The NSA can’t hold a candle to you.

  15. PGS says:

    I wonder who will be next in trying to persecute poor Dalli.

    First it was the PN.

    Second came OLAF.

    Third, Mr. Connor.

    As the saying goes, you can fool some people some of the time.

    You can fool some people all the time.

    You can fool all the people some of the time.

    BUT YOU CANNOT FOOL ALL THE PEOPLE ALL THE TIME.

  16. Alan says:

    I am at a loss here Daphne.

    The main feeling I was left with after reading this blog-post was that Dalli was, in fact, telling the ‘truth’ and there is no Bahama scandal as such.

    (Of course I may have missed something, but I’m sure, and please do, correct my interpretation accordingly)

    I am wildly deducing that Dalli went to the Bahamas to meet Martin Zuch in July 2012, on a jet paid for by Zuch (?), in order to discuss the latter’s interest in becoming involved with Tyre Ltd for his projects in Africa.

    [Daphne – No. If you read the post again, you will see that I specified Mr Zuch did not become involved in the company until May 2013, with a legally effective date from 25 December 2012. Why would somebody raising money for children in Africa spend $80,000 on a jet out of charity funds? Why meet in the Bahamas at all, when one lives in England and the other lived in Brussels at the time? Why then, in particular, that it couldn’t wait until Dalli’s EU meeting was over, so that he had to fly halfway across the globe and back in 24 hours, at his great age?]

    The final arrangements stemming from this meeting took place on 30 May 2013 retroactive to 25 December 2012.

    That would explain the ‘large sums of money’ that were mentioned, as well as the ‘Africa connection’.

    [Daphne – I see it the other way, Alan: that the Dalli daughters became directors and rented that villa in the Bahamas for a year in anticipation of funds/deals coming through, but then something went very wrong, the funds/deals failed to materialise, and they pulled out of the Bahamas leaving the rent unpaid for months and later even pulled out as directors at the same time that the original shareholder shed his shares by transferring them to Zuch.]

    The only things I see that stick out like a sore thumb are two-fold.

    1) That Dalli should not have been involved in any way on such matters while he was an EU Commissioner.

    [Daphne – Definitely.]

    And even then, since he technically holds no interest in anything, he is, at the end of the day, untouchable, as he says he was only acting as an unpaid consultant.

    2) He (through his daughters) owes someone in the Bahamas 10 months rent.

    [Daphne – He doesn’t. It was paid just before the general election to avoid embarrassing reportage. You are missing a lot. Legitimate businesses watch their spending. It is only when those businesses reach the ‘super realm’, or when the money is not legit or needs to be ‘washed’ that it gets spent on unnecessary items like a villa halfway across the world in a tax haven rented for a whole year to be used for a few weeks, and private jets to cross the globe.]

    What am I missing here?

    Disclaimer: I am not trying to defend Dalli in any way.

    [Daphne – Always, but always, follow the money. You are talking here about an EU Commissioner prepared to take the risk of being fired from his post (doing what he did is grounds for being fired) and a scandal in the international press (which has finally broken), so you have to be looking at the risk-reward ratio.]

    • Alan says:

      If you ask me, the bottom line about this whole affair is that Dalli is an extremely shrewd businessman (like we didn’t know) who should not have mixed business and politics (yeah, right, good one).

      The two invariably go hand in hand. This is the way the world has been going round since humans have lived on earth.

      In this case, like in so many others, I doubt anything illegal can ever be proven.

      Not with this guy.

      [Daphne – You miss the point, Alan. As a holder of high public office, it doesn’t have to be illegal or criminal. Adultery is legal, but would you advocate it? Politicians have resigned for less – elsewhere.]

      • Alan says:

        100% agreed Daphne.

        Unfortunately, here in Malta, it would seem that involvement in something illegal is the only way to guarantee that a politician will to be made to resign.

        Note I said ‘made to resign’. Forget about it being done because its the right thing to do.

        I hope this changes, eventually.

      • r meilak says:

        We had a Police Commissioner resign over a ‘skappatura’

  17. RBugeja says:

    Martin Zuch – paraventu.

  18. RBugeja says:

    And a big thankyou and well done Daphne for such an excellent article.

  19. zunzana says:

    I cannot but express my admiration for your sterling reportage. This post is one of the most impressive I have ever read. Your courage is beyond belief. Take care.

  20. Galian says:

    Call me naive but I am intrigued how all the parties involved come together to form all this. I’m sure they do not meet on Facebook.

  21. VR says:

    I’m sorry to be off topic but I do have to tell you this. My wife and I yesterday tried to read your blog via a mobile data connection. Your blog seemed to be blocked on BOTH of our devices. We do believe it’s fishy. We use GO services.

    • Philip says:

      I have been lodging complaints with Go for the same reason, for 7 weeks to be precise, and all I get from them is some inane excuse that my mobile needs resetting.

      Every other site is accessible.

    • etil says:

      I have no such problems with the service provider I use – Vodafone.

    • Alexander Ball says:

      You get that sort of restriction to websites that criticize the government in China and the UAE (amongst others). You know, undemocratic places that come down hard on freedom of expression.

    • Mandy Mallia says:

      I use GO too – mobile included – and did not have any such problem.

  22. Toula says:

    You amaze me! You are simply ‘The Best’.

  23. Dickens says:

    This piece of investigative journalism is fantastic. Is Dalli incredibly naive or incredibly sly? Either way, it does not look right that someone in his position should have been perceived as involved with this sort of thing, not when he was EU commissioner anyway.

  24. A. Charles says:

    I understand why the Dallis have hired an $8000 villa. One does not try to impress a potential client if one is residing in a hovel.

  25. Someone says:

    There must be ~36,000 feeling like the quintessential “Cuc Malti” having entrusted the country to the young boy from Burmarrad who thought he was using J Dalli but was (is) in fact being used by him as a smokescreen to temporarily stave off these revelations.

    Imagine with what the sly foxes from the Mintoff era must be getting away with under this type of short-sighted, self-centred, egomaniacal leadership.

    I do hold the PN partially responsible for not having the organisational capability to come up with these facts during the electoral campaign. Lessons need to be learned.

    Lou Bondi needs to take some lessons from you dear Daphne, rather than begging for crumbs from Joseph’s feast table.

    Ut sementem feceris ita metes.

    • La Redoute says:

      What makes you so sure that Muscat and Dalli weren’t in cahoots all along?

      • Watchful eye says:

        Once again, that strange phone call on the 16th October 2012 (resignation date) at 5.00 pm Brussels – Hamrun/Mile End.

    • curious says:

      “I do hold the PN partially responsible for not having the organisational capability to come up with these facts during the electoral campaign. Lessons need to be learned.”

      I don’t agree. You cannot compare Daphne to the PN.

      Daphne has built trust with her readers over a period of time. Anyone forwarding information is sure that it is going to be confirmed through other sources and used correctly while identity is safeguarded.

      Forwarding information to a political party is more complicated.

  26. Adrian Mizzi says:

    Personally I think this story is deeper than it seems and the role played by the current administration in this story is not being addressed/investigated by journalists, courts and opposition at all.

    Probably ex-Commissioner Rizzo and his team were onto something and the current administration acted irresponsibly by moving them to other departments and re-assign the case to a newly appointed commissioner who surely lacked the necessary investigation experience and skill (he was away from the police force from more than a decade). A serious investigator would have delved in Dalli’s whereabouts and communication on the day the OLAF team contacted Silvio who in turn phoned Dalli.

    (Crucial insight: why transfer the lead investigators away from any department in the Police force and as soon as this happens Dalli is back to Malta? Why the current Commissioner or any of the current investigators didn’t setup just ONE interview with Dalli after he was back to Malta? Things don’t add up on this case)

    • La Redoute says:

      The current administration acted deliberately in transferring Rizzo and the other investigators. The new commissioner’s appointment was part of the same plan. Dalli returned to Malta when he felt he was safe.

  27. Kevin says:

    There is an additional issue which would contribute to explaining why these people could be hiding behind the mask of a charitable or religious organisation.

    I believe that in the US such organisations are exempt from paying tax either on most or on all of their income. In addition, only showing revenue items without expenditure might arouse additional suspicion.

    Expenditure is one possible way to reduce the threat of investigation and a known way of laundering money.

    And, anyway, how did these people get to know each other?

  28. tinnat says:

    Out of this whole situation, there is one salient point: whether his visit to the Bahamas was for shady dealings OR NOT, as a Commissioner he was not allowed to do so and certainly not to hide it.

    So even he says the snus story was cooked up by the tobacco industry and he was fired from the Commission unjustly, these revelations about multiple trips to the Bahamas would have earned him a firing from the Commission anyway.

  29. Meritocracy Rules says:

    Brava.

  30. jack says:

    @ Cittadin Malti

    A trading company is not the vehicle for any charitable cause. It is there to trade and to deliver the maximum profit possible to its shareholders.

    The directors can of course allocate a percentage to any charitable cause or the shareholders can distribute dividends received to charity (if they want to).

    For any charitable purpose, the correct vehicle would be a trust or a foundation. The effect of both vehicles is that ownership is divested from the founder or settlor and effectively becomes the property of the trust/ foundation.

  31. edgar says:

    For me no more Times of Malta, Independent, TVM News or Net News. From now on it is going to be only Daphne’s blog.

  32. Dave says:

    What type of saint accepts a directorship & shares in an insolvent company as a donation towards his charity…

    Hallina. Often when things go sour all nominees resign and the true owner gets lumped with the hot potato by being registered as the owner.

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