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
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
20/17 Evergreen Village
Bangna – Trad- Soi 56, Bagna – Trad Road
A. Bangkaew, Samutprakarn
B. 10540, Thailand – holder of a Thai passport
1, Soi Soonvijal 1
New Petchburi Road
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.