ElectroGas Malta Ltd has not yet been incorporated/registered with the Malta Financial Services Authority
ElectroGas Malta Ltd does not appear on the companies list at the Malta Financial Services Authority, though the name is found on the reserve list (see photograph).
This means that the name itself has been reserved for three months pending incorporation and registration of the company.
Companies come into being when they are incorporated and registered with the MFSA, and not when their name is reserved.
In the light of this perplexing anomaly, and because all the newspaper reports are talking about the government having signed its deal with Electrogas specifically, I have just emailed Lindsey Gambin, communications coordinator at the Ministry of Energy and Health, because nobody is picking up the phone in the ministry’s private secretariat, as follows:
Dear Ms Gambin,
ElectroGas Malta Ltd is not yet registered as a company with the MFSA. The name appears only on the MFSA reserve list (attached) which means that this name has been reserved for three months pending the actual incorporation and registration of the company.
We are to assume from this that ElectroGas Malta Ltd has so far not been incorporated/registered with the MFSA, so please clarify who exactly signed the deal on the new power station last Friday, as reported in Times of Malta last Monday.
I may be reached on 9949 3545 or at this email address.
Thank you.
Daphne Caruana Galizia
To further add to the mystery, this document C_60775_D4_0 was filed with the Malta Financial Services Authority last Friday, the very day when, we are told, the ‘ElectroGas’ contract was signed.
The document authorises Malta Power and Gas Ltd (a state company; Enemalta is the majority shareholder) to sell its shares against the receipt of cash. Selling shares to members of the Electrogas consortium is meant to be a precursor to signing the power purchase agreement.
Yet the form filed with that document is blank, i.e. no purchasers’ names are listed. That could mean the share-purchase papers have not yet been registered at the MFSA. It could also mean that the members of the Electrogas consortium have not yet come up with the cash to buy the shares.
Going on the basis of the available evidence, it seems no agreement has been signed at all – or it’s not the agreement we were told it is.
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Perhaps this gives an indication: http://english.capital.gr/News.asp?id=2015350
Does Malta Power & Gas Limited exist?
[Daphne – Yes, please read updated post.]
Muscat and Mizzi are referring to ‘Electrogas’ disingenuously. That is the name of the consortium which was identified as the preferred bidder (no surprises there) and eventually awarded the contract which hasn’t been signed yet.
Remember when the Azerbaijan dictator’s daughter flew into Malta on a state jet to launch at exhibition at the presidential palace in Valletta? She was greeted at the airport by the dreadfully vacuous Michelle Muscat and hosted at the palace by President Abela himself.
So Malta isn’t just buying into a power station and 18-year gas supply agreement.
An aide memoire of those officially involved:
http://www.independent.com.mt/articles/2013-10-13/news/announcement-on-delimara-power-station-preferred-bidder-imminent-2872508420/
German, Azeri and Maltese consortium ElectroGas Malta has been chosen by Enemalta to build a new gas power station and supply electricity to the corporation.
German firm Siemens will be lead developer, and the other companies are Socar of Azerbaijan, the UK’s Gasoil and GEM, a group of Maltese investors who include Gasan and Tumas Group.
The winning bidder was announced yesterday by energy minister Konrad Mizzi, who said that the PL government had delivered on one of its most important electoral promises in just six months.
So, it gets more bizarre.
Siemens are said to be the lead developer, but they have not yet signed the agreement to buy their share of Malta Power and Gas.
Siemens are participating in the ElectroGas consortium via their equity and financing subsidiary. Which leads me to believe that they would be financing the project, hence them being the major partner.
Yet, tiny Gasol (who have who recently signed a deal to partner up with a Chinese construction and financing company) appear to be raising the cash. From whom?
Go figure …
Cherchez la femme, follow the money, call it what you will. It was blatantly obvious before the election that Muscat’s financiers and the eventual power station controllers were one and the same. http://www.scribd.com/mobile/doc/128130324
The mistake everyone made was that they looked as this as a financial/business decision, not as a geopolitical one.
Gary, it was the Minister of Energy who said that Siemens will be the lead developer. He said so when he announced the preferred bidder back in October.
But according to Gasol, now they are saying that they are the lead developers – see the first bullet in the link below.
http://www.gasolplc.com/media/18821/gasol_2013_interim_statements.pdf
Which is why Gasol has taken the lead in signing the Share Purchase Agreement.
Gasol also has one of the largest stakes in the consortium: 30%.
But how could Gasol lead a consortium which includes the giant Siemens?
If you ask me, the answer is simple: it must be because Gasol is representing a BIGGER GIANT.
Gasol’s shareholder is an African company which is a PRIVATE company, and therefore it is not possible to know who are the shareholders of the African company. Besides, Gasol is also financed out of bonds, and there is no public information about who owns those bonds.
That may explain the confusion in Muscat’s mind about whether or not a contract has been signed. It would appear that one of the signatories is as yet a pro-tem, phantom commercial entity.
There is no confusion in Muscat’s mind about this or any other matter. Muscat is Macchiavellian. The end always justifies his means. He says whatever suits the monment, truth and facts be damned.
And the people whose lives are ruined in the process
Is Daphne the only person who is not asleep. What are the journalists doing besides attending press conferences and printing press releases without asking pertinent questions.
Munching cookies one presumes.
Daphne make sure to keep the phone next to you at night so that she will not have any excuses that you did not pick up her call.
As far as I am aware from the newspaper reports, the Enemalta SPV company Malta Power and Gas Limited (C60775) will be renamed to ElectroGas Malta Limited once all of the members of the ElectroGas consortium have acquired the shareholding for a total of 30 million EUR from Enemalta.
The only company to have acquired a stake (30%) in Malta Power and Gas Limited (which hold the permits to build the power station) so far is Gasol for a sum of 9 million EUR. They will have signed the Share Purchase Agreement (SPA) with Enemalta last week and are concluding the project financing in order for ElectroGas to commence the project.
This will be done once the consortium members have bought their respective stakes in Malta Power and Gas Limited and then, and only then, can they sign the 18-year power purchase agreement (PPA) with Enemalta.
As far as I can work out, what happened last Friday was Gasol signing the the SPA and not the PPA which can only happen for the reasons given above.
The government maybe about to publish the power station contract, but I doubt very much that it will be a signed copy.
As the EUR30 million purchase of Malta Power and Gas Limited will most certainly be used to cover the electricity tariff reductions for 2014 (which the govt have now committed too and the first bills are imminent), I suspect that Gasol (who appear to be raising the venture capital – not yet concluded) have been strong-armed into coughing up some cash to cover the said first bills.
“As far as I am aware from the newspaper reports, the Enemalta SPV company Malta Power and Gas Limited (C60775) will be renamed to ElectroGas Malta Limited once all of the members of the ElectroGas consortium have acquired the shareholding for a total of 30 million EUR from Enemalta.”
Not only the papers said so. On Wednesday (14th May), when Gasol plc announced that it had entered into a Share Purchase Agreement (SPA) to acquire a 30% stake in Malta Power & Gas Limited (MPGL) – which Gasol said was established by Enemalta, meaning that the counterparty to the SPA was Enemalta – Gasol said that:
“ElectroGas intends to rename MPGL “ElectroGas Malta Ltd.” prior to closing the financing for the Project. ”
That is why Daphne has found the name ElectroGas Malta Ltd reserved on the MFSA website.
Notice how Gasol also said that the renaming will take place when the financing of the project is completed.
Worth noting also that Gasol’s announcement does not date the signing of the SPA precisely. Why do they do that? The date is always an important identifier of a contract.
http://hsprod.investis.com/ir/gas/ir.jsp?page=news-item&item=1762588006285312
Can you please come up with a flow diagram outlining this network?
I’m lost.
No deal could have been signed with Electrogas because the consortium members have not yet acquired shares in Malta Power and Gas Limited.
So far, only one member company (Gasol) has signed an agreement to acquire shares in Malta Power and Gas Limited. Read that again. They signed an agreement to acquire shares in MPGL. They did not actually buy them yet.
The other member companies haven’t even got round to signing a share purchase agreement. And yet, Muscat and Mizzi would have us believe that they have finalised a gas supply deal with a entity called Electrogas when no such legal entity exists.
http://www.stockmarketwire.com/article/4810459/Electrogas-Malta-acquires-MPGL.html
The Opposition is tackling the issue wrongly. The challenge to Muscat must not be that of publishing the signed contract. Muscat will say that he will publish it in due course, and that he is checking the confidentiality, bla bla bla.
The challenge to the prime minister must be “If you are not lying about the signing of the contract, publish it today. If you do not publish it, you are lying.”
After all, on Reporter, Muscat’s first version was that the contract was not signed as yet.
Besides, as another comment has suggested earlier today, Muscat should be asked questions on specifics – I agree.
Muscat should be asked to state who exactly signed the contract – to name the government company and the private company specifically. And to name the government officials who signed the contract.
Have we noticed that the government or Enemalta have not even issued a press release about this contract?
About the share capital, and hence the ownership, of Malta Power & Gas Limited.
On 9 May, the company filed papers with the MFSA to increase the AUTHORISED share capital from Eur 1,201 to Eur 10,000 and to increase the ISSUED share capital in the same way.
The MFSA website shows that currently, as of now, the ISSUED share capital of Eur 10,000 is held as follows:
– Eur 9,999 – made up of 9,999 A class shares of Euro 1 each – by Enemalta;
– Eur 1 – made up of 1 B class share of Euro 1 – by Aviation Fuelling Services Ltd.
This means that none of the Electrogas consortium members have as yet acquired any of the shares in MPGL. However, Gasol plc has reported that it has signed a Share Purchase Agreement to acquire its 30% stake. This by itself does not mean that the SPA has been completed, and therefore the transfer may not have been carried out as yet, and this would explain why the MFSA is still not showing Gasol as a shareholder of MPGL.
Yet, it seems that the increase in share capital has been carried out to set the scene for the acquisitions by the consortium members when this happens.
My dear, that is the whole point. There is NO power purchase agreement in place between Enemalta and Electrogas because it is a legal impossibility.
Muscat is lying – again.
And that explains Mizzi mgerfex fil-flow.
Is it also possible there’s no power plant without a tanker, which tanker however’s gone missing?
Actually this is incorrect
The shareholders of Malta Power and Gas Ltd have elected to increase the issued share capital but allotting a fresh issue of shares to the existing shareholder – Enemalta.
As of today 16/05 – Enemalta has increased its stake within Malta Power and Gas Limited to 9,999 ‘A’ shares out of 10,000 authorized shares.
The Form H – is the allotment form – which describes the consideration for the issuance of the shares (cash or consideration in kind). In this particular case, the consideration was equal to the nominal value of the shares = EUR 1.00 for each share.
That information has not been published in the MFSA company registry.
The online registry shows that Enemalta is the holder of 9,999 shares of Euro 1 each and another one share is held by Aviation Fuelling Services Ltd. Do you have online access?
Seeing the documents is not necessary. The online details about current shareholders reflect the result of the increase in share capital of 9 May. What other information do you need to see?
And your point is…?
I do not understand why you say “That information has not been published in the MFSA company registry.”
The MFSA company registry online reflects all movements resulting from the 9 May documents, so the information is published.
The 9 May documents increased the authorised AND issued share capital of Malta Power and Gas Ltd from 1,201 shares to 10,000 shares.
Situation before 9 May: 1,200 shares held by Enemalta, 1 share held by Aviation Fuelling Services Ltd.
Situation after 9 May: 9,999 shares (denominated A shares) held by Enemalta, 1 share held by Aviation Fuelling Services Ltd.
For the time being, Gasol does not appear among the shareholders of MPGL and that is probably because the Share Purchase Agreement has not been given effect as yet – there may be conditions in it which still need to be fulfilled before it is executed.
I have a gut feeling that when he called the famous 2 cents worth of nothing press conference, he actually did want to announce the signing of the contract of the new power station. However, something went badly wrong.
There’s no Electrogas. It seems Enemalta signed an agreement with a company 99% owned by itself.
Someone at MFSA does not want to pass the Azeri company through the due diligence and security screening process, knowing fully well that Simon Busuttil would shout “SNAP!” as soon as the agreement is published.
Gahan, read my replies to Gary here.
http://daphnecaruanagalizia.com/2014/05/health-and-energy-minister-asks-for-protection-of-the-speaker-as-opposition-mps-question-him-about-the-power-station-contract/
Malta Power and Gas Limited (MPGL) cannot sign a contract with Enemalta unless the consortium members have become shareholders of MPGL, which event will only happen once the shareholders have put their mind at rest that the financing of the project is in place.
It has been reported that the project will be financed up to 80% by banks, and the remaining 20% by shareholders. Can you imagine the consortium members becoming shareholders of MPGL without the 80% of bank finance in place?
Without the consortium members as shareholders, MPGL is not in a position to financially commit to the project, and it would be illegal and crazy for the existing sole director of MPGL to sign a power purchase agreement (PPA) with Enemalta. And that is besides the fact that it would be stupid for Enemalta to sign a PPA with a company owned and controlled by itself.
Shiv Nair and Alijev can’t be accepted by any due diligence even if it is done in Bahamas.
Daphne has been pointing that there were problems with the LNG power station, and the PN seems to be cautious to speak out.
Would a power station that size be built in ten and a half months? The concrete would hardly be dry.
Any bets?
Manuel, this is what I wrote on that infamous day of the press conference.
The other huge IF is Siemens coughing up its share with dubious shareholders, Gasol (5 employees), and Azeri interests.
Siemens Power Generation has had its fair share of bad coverage in the past, and had to pay hefty fines. Since then its compliance comes way before securing business.
I’ve yet to see Siemens participating in this consortium with equity, in what is a fairly small project for them.
Touché
And yet, Gasol is already at work on the power station…
This should invite a host of other questions.
What do you mean ‘already at work on the power station’?