Showing posts with label General Mediterranean Holdings. Show all posts
Showing posts with label General Mediterranean Holdings. Show all posts

Tuesday 1 September 2020

New Regeneration Director signs off variation to Bridge Park land deal with GMH

Brent Council announced via its website today that Alan Lunt, the new Strategic Director for Regeneration and Environment,  has signed of an agreement to exchange a Deed of Variation for the land sale of Bridge Park ahead of the announcement of the High Court judgment on Brent Council vs Bridge Park which is due this month.

The Officer Key Decision Form reads
 Agreement to exchange a Deed of Variation to the Bridge Park Conditional Land Sale Agreement with “Stonebridge Real Estate Development” a UK-registered subsidiary company that has General Mediterranean Holdings SA as the parent company and Harborough InvestInc as the second guarantor.
The Decision Form states that Shama Tatler. Cabinet Member for  Property, Planning and Regeneration was consulted.

If you are wondering what the variation is, then hard luck. Brent has 'fully' exempted the Report from publication:


The Council states that exemption is  'By virtue of paragraph(s) 3, 5 of Part 1 of Schedule 12A of the Local Government Act 1972.'

Back in 2015 when the Cabinet approved the initial move to do a deal with General Mediterranean Holdings, the then Chair of Scrutiny, Cllr Dan Filson, raised warned about doing a deal with a 'convicted fraudster'  LINK.  On the Wembley Matters report on the matter Filson made the following additional comment:
I must say I was surprised that whilst mentioning the two companies involved were neither incorporated nor registered in the UK, the Cabinet paper did not mention that they were registered in tax havens namely Luxembourg and the BVI, nor that the leading shareholder in the holding company was a convicted fraudster. A quick Google search revealed this.

Possibly the council officers preparing the report felt these issues did not matter given the safeguarding phrase that the decision of Cabinet would be subject to meeting financial scrutiny (quite how these financial checks would succeed given that they had not succeeded in the months leading up to Cabinet was not made clear!).

The wider issue of the ethics of dealing with tax haven companies wasn't touched upon at all nor the fraudster angle. I understand Councillor Pavey's position that it needs government action to deal with tax haven companies (to say nothing of persons being company directors of overseas companies who, by my book, should be disqualified from holding any positions of trust in any company trading or owning land in this country).

However Brent can have its own policies; but what should they be here? The land south of the North Circular Road at Stonebridge Park has been a derelict eyesore for a couple of decades. Brent can engineer development here by intervention using such land as it has as a bargaining tool. If we take the ethical route and don't treat with tax haven companies will we get better or worse terms from other companies? Conceivably could Councillors be surcharged for not getting "best value" in a deal? Will any action happen on this site at all for another decade?

I don't know how I would respond on these issues. My disappointment was that no attempt has been made to address them before this particular decision came to Cabinet despite the identity of these 2 companies being known for some time, years even. So the Cabinet was obliged to agree to a deal involving these two companies without a financial appraisal in front if it and without a stated policy on dealing with tax haven companies. It leaves an unpleasant taste.

In another comment Philip Grant wrote:
I sent my comment of 29 July at 19:59, asking whether it is ethical for Brent Council to be dealing with a company in a tax haven, to Cllr. Michael Pavey, the Deputy Leader who chaired the Cabinet meeting on Monday 27 July. Unlike some of his colleagues, Cllr. Pavey is willing to engage in dialogue, and (with his permission) here is his reply:
‘The article on Wembley Matters doesn't give a full account of the discussion. Cllr Filson made a series of excellent points. I imagine you've read the Cabinet report, so you'll know that section 4.6 states that "Finalisation of negotiations and entering into Heads of Terms with these companies will be subject to soconfirmation of satisfactory financial standing."

At the Cabinet meeting I sought specific legal advice on whether this point provided sufficient protection against the concerns raised by Cllr Filson. The legal representative stated that in his view, it did. Myself and my colleagues certainly had concerns on this front, but the legal advice was categorical. We will certainly keep an eye on this moving forward.

Martin quotes Andy Donald's somewhat derogatory comments about the decision makers not reading the papers. I certainly always read every single page of Cabinet papers and I know colleagues also prepare comprehensively. We have discussed Bridge Park in detail on many occasions and had a full discussion on Monday evening about issues such as trying to limit foreign ownership of the flats, the proportion of affordable housing and the sustainability of the new leisure centre.

I take your point on ethics and I for one am not comfortable dealing with companies registered in tax havens. Realistically though this is a much wider issue than this development. When you have companies like Starbucks, Amazon and Next routinely avoiding tax, it becomes difficult to hold this against any single company. We need national Government to lead a crackdown on legal tax avoidance and to insist on clearer transparency requirements. I don’t like dealing with companies registered in tax havens, but considering the size of the problem, I think the solution must come from the Government.’
It would help us have some faith in the process of this very controversial land sale if information was available to press and public and even more so to councillors.  The decision could be called-in - it is another test of our councillors to see if they have the courage to do so.


Monday 9 January 2017

Brent Council, tax haven companies and an alleged fraudster - Cabinet business item





Despite warnings about dealing with off-shore companies by the late Cllr Dan Filson and Philip Grant in July 2015 LINK the Cabinet is due to back a deal over the three parcels of land that make up the proposed development at Bridge Park whcih includes a replacement Sports Centre, a hotel and housing.  The companies are General Mediterranean Holdings (GMH) and Harborough Invest Inc.

Filson pointed out that the companies were not registered at Companies House but instead were overseas registered, a Luxembourg Holding Company and in the British Virgin islands. This meant that the usual financial checks could not be carried out.
The founder and chairman of General Mediterranean Holdings is Sir Nadhmi Shakir Auchi. In 2003 LINK Auchi was convicted of fraud following his involvement in a $504 million corruption scandal centred on the French oil company Elf Aquitaine which Wikipedia says was described as 'the biggest political and corporate sleaze scandal to hit a western democracy since the second world war.'

Auchi was given a $2.8 million fine and a 15 month suspended jail sentence. Filson warned that the council is dealing with a 'convicted fraudster'.


The Guardian has alleged that Auchi has links with the Labour Party. LINK

After an account of the Cabinet meeting appeared on Wembley Matters Clr Filson made a comment about the Cabinet discussion, part of which read:
The wider issue of the ethics of dealing with tax haven companies wasn't touched upon at all nor the fraudster angle. I understand Councillor Pavey's position that it needs government action to deal with tax haven companies (to say nothing of persons being company directors of overseas companies who, by my book, should be disqualified from holding any positions of trust in any company trading or owning land in this country).

However Brent can have its own policies; but what should they be here? The land south of the North Circular Road at Stonebridge Park has been a derelict eyesore for a couple of decades. Brent can engineer development here by intervention using such land as it has as a bargaining tool. If we take the ethical route and don't treat with tax haven companies will we get better or worse terms from other companies? Conceivably could Councillors be surcharged for not getting "best value" in a deal? Will any action happen on this site at all for another decade?

I don't know how I would respond on these issues. My disappointment was that no attempt has been made to address them before this particular decision came to Cabinet despite the identity of these 2 companies being known for some time, years even. So the Cabinet was obliged to agree to a deal involving these two companies without a financial appraisal in front if it and without a stated policy on dealing with tax haven companies. It leaves an unpleasant taste.
The new Cabinet briefing states LINK

The report provides an update and seeks approval to enter into a Conditional Land Sale Agreement (CLSA) with the “Purchaser”, a UK-registered subsidiary company that has General Mediterranean Holdings SA (GMH – a Luxembourg-registered business) as the parent company and Harborough Invest Inc (a British Virgin Islands based business), who already own part of the development site as the second guarantor of the Purchaser’s obligations under this CLSA.

As detailed in the body of the report, officers from Brent have undertaken detailed negotiations with GMH to establish if the possibility for Brent to take a greater part in the development, and to share in the financial rewards beyond the capital receipt for the land. Unsurprisingly, GMH and their partners would see another equity investor as further complicating a project that has already been in gestation for longer than expected. It is also possible that the partners would see another equity investor as unnecessarily diluting the financial returns that can be made from the development.
As the Purchaser is a newly-created subsidiary company with no assets, then there are risks to Council if it fails to perform its obligations under the CLSA and associated documents, as there would be no substantive entity against which to take legal proceedings for breach of contract, etc. To mitigate this risk, both GMH and Harborough will be named as “Guarantors” in both the CLSA and the Overage Deed, being the two documents which contain substantive obligations upon the subsidiary company. As such, both GMH and Harborough will guarantee to perform the obligations of the subsidiary under these two documents in full (as if they themselves were named as the main contracting party), should the subsidiary fail to so perform any obligation. Updated financial checks against both companies prior to exchanging the CLSA, will be carried out to ensure that they have sufficient financial strength to perform the obligations under the CLSA and Overage Deed if called upon to do so as a result of the subsidiary’s default
Further, As GMH and Harborough are both foreign-registered companies, GMH’s lawyers will obtain (at GMH’s own cost) formal legal “opinion letters” from reputable law firms qualified in Luxembourg and BVI respectively in favour of the Council, to confirm that these guarantee provisions will be legally binding upon both companies, and that the Council could pursue either or both company through the English courts if they in turn defaulted on these guarantee obligations.

It should be noted that GMH has suggested that it may ask the Council to transfer different parcels of the Council’s Land and the salvage yard to different subsidiaries to be set up later by GMH, in order that a separate subsidiary would hold the land intended for the residential element of their development, the affordable housing element, the hotel element, the retail element, etc. This is permitted under the CLSA, and is not uncommon where developers wish to have different land uses held by different entities, but would not alter the overall extent of land which the Council will transfer or the total amount of monies which the Council receives for that land at completion of the transfer(s). Even in these circumstances, the guarantees provided by GMH and Harborough under the CLSA and Overage Deed (as discussed above) would continue to cover these additional subsidiaries in relation to the obligations in those documents which still remained to be performed
Whether the complex report tabled for the Cabinet amounts to the financial appraisal Cllr Filson thought essential  remains to be seen. Unfortunately Brent Council has restricted documentation that may have revealed more detail of the financial arrangements. LINK

Tuesday 28 July 2015

Cabinet warned over 'dealing with a convicted fraudster' in Bridge Park development

Cllr Dan Filson, Chair of Scrutiny,  made a dramatic intervention in the discussion of the Bridge Park redevelopment at last night's Cabinet meeting.

He drew attention to a paragraph in the report about the Council's development partners:
General Mediterranean Holdings SA and Harborough Invest Inc are both in overseas ownership and not registered at Companies House, As such the process for carrying out financial checks on these companies cannot be completed in the normal manner and the required financial information in an appropriate format is awaited. Finalisation of negotiations and entering into Heads of Terms with these companies will be subject to confirmation of satisfactory financial standing.
 Filson pointed out that the companies were not registered at Companies House but instead were overseas registered, a Luxembourg Holding Company and the British Virgin islands. This meant that the usual financial checks could not be carried out.

The founder and chairman of General Mediterranean Holdings is Sir Nadhmi Shakir Auchi. In 2003 LINK Auchi was convicted of fraud following his involvement in a $504 million corruption scandal centred on the French oil company Elf Aquitaine which Wikipedia says was described as 'the biggest political and corporate sleaze scandal to hit a western democracy since the second world war.'

Auchi was given a $2.8 million fine and a 15 month suspended jail sentence. Filson warned that the council is dealing with a 'convicted fraudster'.

Earlier Philip Grant had posted this comment on an earlier blog LINK:

As Martin suggests, this article did attract my interest.
When offshore companies are involved, that will always raise suspicions about who is really behind them, and whether tax avoidance may be involved, although in this case you can read a little about GMH on Wikipedia:-
'The General Mediterranean Holding (GMH) is a financial holding company established in 1979 in Luxembourg City, in southern Luxembourg, founded by Anglo-Iraqi businessman Nadhmi Auchi.
GMH is a diverse business group with activities in Banking & Finance, Real Estate & Construction, Hotel & Leisure, Industrial, Trading & Pharmaceuticals, Communications & IT and Aviation.'
The (publicly available) details do not say in which overseas territory Harborough Invest Inc. is incorporated, or resident for tax purposes.
By chance, I have come across GMH's "agent", Nick Shattock, before, when I was an Inspector of Taxes, and he was a director of Quintain Estates and Developments Plc (having previously been a partner in a firm of City solicitors). That information is on public record, and (of course) I cannot disclose anything which happened when I was responsible for dealing with the Quintain group's company tax affairs, because of Civil Service confidentiality.
As a (past) director of Quintain (the developer behind Wembley Park), it is likely that Mr Shattock has already had dealings with Brent's Strategic Director of Regeneration and Growth, Andy Donald. The report to Cabinet proposes that negotiations over the "deal" between Brent and GMH should be left in the hands of Mr Donald (as the "deal" with Galliford Try over the Willesden Green Library Centre redevelopment was).
I have written before about Andy Donald's philosophy LINK but it is worth bearing in mind this particular comment of his:
The decision makers are never going to read all that text. There is a massive disconnect between the decision makers and the officers.
Andy Donald was unwell yesterday but the decision makers, the Cabinet, went ahead and approved the Bridge Park report.

I had pointed out in my earlier posting that the Officer's report made the Appendix on the sliding scale of affordable housing restricted so that the public are unable to see it. Cllr Margaret McClennan said that the developers had offered 10%  (50 homess out of the 500 planned) against the Council's target of 50%. She said that Brent Council wanted at least 30%. Cllr Pavey said the despite the gain of a leisure centre and swimming pool officers should be pushing for a greater amount of affordable housing.

Cllr Mashari said that the Cabinet should not get so caught up in the detail of affordable housing that 'we forget the marvellous facility that Brent would get through the development.'

Questioned about the fear that the housing would be sold abroad as had  happened at the Willesden Green Library development Cllr McClennan said that the Council would demand that the homes be first marketed locally.

The Recommendations adopted by the Cabinet 'delegate authority to the Strategic Director of Regeneration and Growth (Andy Donald) in consulation with the Chief Finance Officer and Chief Operarating Officer to enter into negotiations, finalise and enter into a land sale agreement with General Meditteranean Holdings SA and Harborough Invest Inc.'

Asked about how any issues that might arise from the negotiations and financial checks would be dealt with the Cabinet were told that the lead member, Margaret McClennan, would be consulted.

The fear that several members of the public were left with was that, given the overseas status of the companies involved,  Brent might be able to do little to persuade them on the proportion of affordable housing and marketing front.


Sunday 26 July 2015

Council's Bridge Park deal with developers indicates little affordable housing & no transparency

The site including Unisys, Bridge Park, Technology House and car breakers
Last week the Planning Committee discussed how to increase the amount of affordable housing provided by developers to meet the 50% affordable target and to make the issue of Viability Assessments mores transparent LINK.

Tomorrow the Cabinet will discuss a report LINK on the Unisys-Bridge Park-Technology House development which admits that the amount of affordable housing will be much lower than 50% and where an Appendix with a 'sliding scale' of affordable house is 'restricted' and not available to the public.  The scheme consists of c500 homes, hotel and leisure centre.

The scheme is rather similar to the Willesden Library development where the Council gets a piece of infrastructure in exchange for providing land. As readers will know the Willesden Green flats contain no affordable units and were sold to overseas investors by Singapore agents. In exchange we got a small 'Cultural Centre' which by coincidence is due to open tomorrow. The community lost a good local bookshop, a cinema and an open space.

At Bridge Park a new leisure centre will be built with a much needed swimming pool, but other features of the current centre will not be provided.

Among the lost facilities will be the function hall, small business units, nursery and meeting rooms for faith groups.  PLIAS Resettlement , a community based not for profit organisation that provides services primary targeting offenders and ex-offenders to enable them to integrate them back into society, will lose its base.  They join Stonebridge Adventure Playground and the Welsh School that lost their premises through the redevelopment just up the road. The report admits that despite a pledge to Cabinet in June 2013 to help the nursery find new premises, that has not been done.

The report's Equalities Assessment claims that a positive aspect is:
With a high young population, the provision of new housing in the local area which the population could take advantage of is a positive in that it provides the opportunity for young people to move out of their family home bit also provides the opportunity to stay in the local community.
Even the officers seem to recognise that this might be seen as disingenuous:
However, it is not known if new housing would be affordable, especially given that Stonebridge ranks as the lowest ward in terms of median household incomes.
Of course it won't be affordable, which is presumably what your secret Appendix says!

Another aspect that might set the noses of ex-Tax Inspectors Dan Filson and Philip Grant twitching, are the developer and finance details.

The ex-Unisys site is owned by Harborough Invest INC (Harborough) to whom General Mediterranean Holdings SA (GMH) are a parent company).  The Council will sell part of its own site (Technology House) to Harborough/GMH.

In June 2013 the Cabinet agreed to pursue this option with a different subsidiary company of GMH: 'Tucan, a special purpose vehicle proposed for the purposes of this development'.  GMH now say that Tucan Investments is no longer in the picture and the Council state 'GMH have explained that it would be sensible for the landowner to be party in the agreement rather than a new development vehicle.'

The main report Financial Status Checks (4.6) states
General Mediterranean Holdings SA and Harborough Invest Inc are both in overseas ownership and not registered at Companies House, As such the process for carrying out financial checks on these companies cannot be completed in the normal manner and the required financial information in an appropriate format is awaited. Finalisation of negotiations and entering into Heads of Terms with these companies will be subject to confirmation of satisfactory financial standing.
Another aspects is of course ensuring that the Council (or rather we residents) are getting value for money. The reports says (3.6):
Since the June 2013 Executive, negotiations with GMH have been ongoing through their agent Nick Shattock Real Estate (NSRE) (now Chainwork Capital) [another change of name] to ensure that the Council receives best value for its lands. As a result the Heads of Terms have changed and it is proposed that the Strategic Director of Regeneration and Growth concludes negotiations and enters into Heads of Terms with GMH and Harborough Invest Inc in substantially the form set out in Appendix 3 of this report [which is restricted].
The Council employed Deloitte LLP in June 2014 to see if the disposal of their land to GMH represented 'best consideration' - Deloitte concluded it did not. the report goes on (4.4)
Deloitte LLP re-engaged with GMH, via their agent NSRE to seek in principal agreement to the various development costs, revenues and timescales. This exercise resulted in the Council receiving a revised offer from GMH as at September 2014. as a result of the discussions between DRE and NSRE, Deloitte LLP conclusion was that whilst they did not necessarily agree with all of the points raised in the NSRE offer letter, the Revised GMH offer for the Land at Bridge Park was above that of Deloittee revised opinion of value (Appendix 4) [yes, restricted of course].
The report goes on (5.6)
Through pursuing a deal with GMH the Council is not releasing the option of disposing of the Council land to the market and not giving other organisations the chance to bid for the opportunity if this had been available  on the open market. The land price has been robustly tested in order to align with best market price and external consultants to Brent have undertaken detailed development appraisal, valuation and sensitivity resting work confirming the GMH & Harborough proposal to represent best value.
The consultant's report has not been published.

Persuaded?










Sunday 16 June 2013

Council sells off more land for Bridge Park development - but no new secondary school

Stonebridge bus garage before conversion
Bridge Park Leisure Centre with Unisys House in background
Indicative scheme for the site
Tomorrow's Executive is to consider another council land sale financed development along similar lines to that at Willesden Green Library which provoked so much controversy. DETAILS

The Bridge Park Community Leisure Centre would be rebuilt as part of the scheme with some of its council owned land sold to the developer. A compulsory Purchase Order would be served on the car breakers that occupy part of the site. Bridge Park includes a number of business units and the separate Technology House office block is used by a children's nursery and a church.

The Centre was built on the site of the old Stonebridge bus station (I seem to remember trolley buses) and was partially a response to fears of disorder on the Stonebridge Estate in the wake of the 1985 riots.


Before land sale and compulsory purchase order
After land sale and CPO
The Unisys site is owned by General Mediterranean Holdings and they plan to build 512 dwellings and a hotel on their part of the site. The proposal differs from that for Willesden Green in that this involves a direct land sale rather than an agreement with a third party. Brent Council would procure its own architects and builders to build the new sports centre rather than developer such as Galliford Try.

The report states:
The Sale Agreement passes the risk of residential and commercial sales to the developer. So for example the council considered GMH carrying out the whole development on behalf of the council including building the sports centre. While this would remove the sports centre build cost risk to the council it would raise other issues. If the council for example set out its requirements for the sports centre and imposed an obligation to deliver the new sports centre in accordance with that specification then it would have tocomply with the European OJEU procurement rules and undertake a fully compliant and separate procurement process. This is despite the fact the landowner (GMH) has no intention of selling to a third party. A land sale avoids this protracted procurement process. The council would have to procure its own architects and build contractors but can do this effectively by using existing pre-OJEU procured frameworks.
It appears that the council has learned some lessons from the Willesden Green Library Centre development. However as with most schemes sold as 'gift horses' it is worth a closer look, particularly, as in the case of Willesden Green, the repercussions of occupying a smaller site as the result of the land sale.

The report says there is not need to specify the housing at this stage but somewhat ominously states:
  A minimum of 5% of all dwellings will be affordable but will be limited in order to fund the sports centre.
 In the Willesden Green development Galliford Try successfully persuaded the Council  that they would  not be able to build the Cultural Centre at zero cost to Brent Council if they had to build affordable housing.

Among the potential losers are the 37 business units in the Bridge Park complex. The Council  suggests they could be relocated in the commercial floor space proposed by GMH, relocate to other council owned space such as Harlesden Design Works or to 'other industrial spaces' in Park Royal. The current conference rooms in the Centre would not be replaced although the large function space would be, although a swimming pool could be installed instead as an option. It is noted that the latter would be a significant cost but would help secure the financial viability of the Centre.  The report notes that the proposed swimming pool on the site of Dexion House in Wembley 'shows no sign of being developed'.  In line with some of the schemes for school expansion a possible domed 5-a-side football pitch on the roof of the new sports centre is suggested.

There are no plans to replace the children's nursery although there is an option for a children's play area. The report merely says that it will 'look at further options to replace the nursery during the consultation process'. Remember the Willesden Bookshop...

Perhaps most importantly, in terms of the predicted shortage of secondary school places in Brent and the dearth of secondary schools south of the North Circular Road, a possible redevelopment involving an 8 form entry secondary school AND a shared sports centre on the site is rejected. This is because:
...there are currently no allocated funds to build a new school (c£18m), a new sports centre (c£9m) and additional flood storage (part of the site is in a identified flood zone) (c£1-2m)
512 new dwellings will of course add to the pressure on school places. It will be interesting to see how these proposals develop and are received by current users of the site. Certainly the Unisys site, empty and decaying for so long, needs to be utilised for something useful.