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The Newco/Lufthansa deal ? the players

GeneralThe Newco/Lufthansa deal ? the players


The reports come amid ongoing controversy over GOB?s alleged breech of its agreements with another American investor, Jeffrey Prosser of Innovative Communication Corporation?for which GOB is being sued in Miami, Florida; and on the heels of a judicial review over a $100 million contract it had signed with Carnival Corporation last April, breeching a former exclusive contract with investors in the Belize Tourism Village?among them Carnival?s rival, Royal Caribbean.


To date, it is not quite clear how Newco really entered the picture, as GOB had previously told the media that it had been negotiating with a consortium led by Lufthansa Consulting of Los Angeles, CA. What happened between 2000, when GOB reportedly began talks with the Lufthansa people, and 2003, when GOB said that it had decided to break ranks with them, is also unclear. However, Amandala, which broke the story of the PGIA ?suit,? has decided to undertake an investigation to unravel as many of these contortions as possible.


Our research at the Belize Companies Registry has indicated that the most recent listed directors of the company, Newco, are two Americans: Robert T. Wray, an attorney-at-law of Washington D.C., listed as Newco?s secretary; and Carl Vercollone, a banker and the president of 42 North Structured Finance, Inc. of Boston, Massachusetts, listed as Newco?s chairman.


Our research also indicates that the shareholders of Newco, as of 14 December 2004, are three American companies with equal shareholding, namely: Airport Holdings, LLC, (formerly H&K Airport Holdings, LLC) of Washington, D.C.; 42 North Holdings Corp. of Boston, Massachusetts; and LCG Airport Holdings, LLC of Washington, D.C., which had acquired 33% interest from LH Holdings, Inc. of California, USA.


We have not been able to establish any connection between Vercollone and Wray and Lufthansa.


Registry documents indicate that at least since November 2004, the law firm of Glenn D. Godfrey has acted on behalf of Newco and the company?s registered office is certified as 35 Barrack Road, where other Godfrey companies are located.


We note that Government had made no disclosure that it had an agreement with Newco Limited until it chose to rebut Amandala?s headline on Tuesday, May 10?four days after our newspaper had hit the streets. GOB disputed our report, saying that Lufthansa Consulting of Los Angeles was not suing it, but that it had been called into UN arbitration with Newco. The bottom line is that there is a dispute over the airport development project, and our sources have quoted the figure of US$33 million. To date, GOB has made no official declaration on the amount that the claimants are asking; neither has it outrightly rebutted the figure we reported.


As we also note on page 19 of this issue, it was the Government of Belize that had been flaunting the ?Lufthansa? brand name in the past as the key people who were supposed to take over the airport. A GOB report dated November 7, 2003, informed, however, that GOB had chosen to abandon its talks with the Lufthansa group, and instead enter into an agreement with a consortium that it named as the Belize Airport Concession Limited (BACC).


Amandala has questioned why it is that GOB had made no disclosure about Newco until this week, and our curiosity led us to do some research on the company.


Our check at the Belize Companies Registry in Belmopan revealed that Newco Limited was registered in October 2002 by Apex Trust Corporation Limited, an affiliate of the W. H. Courtenay law firm. Interestingly, Apex is the same company that registered BACC a year later, in October 2003.


Lisa Peyrefitte and Stacey Casey registered BACC, and Lisa Peyrefitte and Desiree Casey registered Newco (Stacey was the witness to the signing of the original Newco documents).


Government?s press release issued this Tuesday, May 10, 2005, states that GOB had signed an agreement with Newco on November 27, 2002?which is a month after the company was established.


On October 14, 2002, the Attorney General?s Ministry certified the company as having the following main object:


?To acquire wholly or partly, or from time to time the benefits of any concession or concessions, Acts of Parliament, privileges, licenses or other rights or powers from the Belie Government, the Belize Airports Authority or any statutory or other authority of Belize or elsewhere, and all the benefits??


However, GOB said in this Tuesday?s press release that it had informed Newco on 27 October 2003 that ?it considered the agreement to be at an end.? It so happens that Apex?the same agent that had registered Newco?had registered BACC on that same date, October 27, 2003.


Almost a year later, on October 18, 2004, the Chief Justice, Dr. Abdulai Conteh, had ordered that Newco be fined $2,000 for failing to file a return of allotment of shares. The order was dated October 25, same year.


Two days later, on October 27, 2004, the Godfrey law firm filed a document with the Registry, informing that the registered office of Newco would be 35 Barrack Road. On November 10, 2004, the law firm requested a ?certificate in good standing? from the registry, which it received the same day.


This begs the question: if Newco would no longer be taking over the airport, why would it need such a certification? One plausible explanation is that it intended to challenge GOB over the BACC contract, after it had been reported that BACC was also behind on its mid-year 2004 deadline.


In its Tuesday press release, GOB claimed, ?serious misrepresentations were made with respect to the role of Lufthansa Consulting and others in the project. The GOB had relied heavily on the representation of the prominent roles that Lufthansa and others would be playing in investing in the project.?


What still needs explaining is what exactly happened between GOB and Lufthansa Consulting between 2000 and 2003.


GOB said this week that it does not have any agreement with Lufthansa. However, on page 21 of this issue, we reproduced a document downloaded from Lufthansa Consulting?s website, titled: ?Strategic Airport Master Plan for Phillip S.W. Goldson Airport.? The document was found on the website: lhconsulting.com, under the link ?clients/references,? suggesting that GOB was a client of Lufthansa.


According to the document, the main features of the project were: (1) airport master plan, including 20-year airport facility expansion; (2) cargo development plan including specialized cargo facilities; and (3) airport business plan. The project dates back to July 2000?more than three years before GOB announced that it had broken off its agreement with ?a consortium led by Lufthansa Consulting Group (LCG), operating out of Los Angeles, California.? (Nov. 7, 2003 release from Office of the Prime Minister.)


Former Senator, Eamon Courtenay, who wore the cap of director of BELTRAIDE and then Minister of Investment while he served as a member of Government in recent years, had told Amandala in prior interviews that the Lufthansa officials had offered to take over the airport and they were asked to invest $200 million in the first 10 years and $300 million over the life of the agreement, which GOB claims was 30 years.


Things never panned out, said GOB, because the Lufthansa consortium kept missing their deadlines.


We have so far been unable to get comment from the Newco/Lufthansa investors who GOB had accused of ?serious misrepresentations,? but we will keep trying. We have forwarded our questions to Vercollone, Newco chairman, who we traced down in Boston, Massachusetts, and will share his feedback with you if and when he replies.


Amandala records indicate that on December 29, 2003, GOB had announced, via a press release from the Ministry of Works, Transport and Communications, that it had entered into a 30-year ?concession agreement? with BACC, which had, in turn, entered a ?management agreement? with the Belize Airport Management Services, a company which was to have been owned and run by the employees and management of the airport.


GOB listed the BACC investors as: (1) The Mena group of Companies, (2) The Roe Group of Companies, (3) Airport Investment Group Limited, led by Mr. Edward ?Billy? Musa, Sr., (4) International Global Investment Group Corporation ? a U.K. investor represented by Mr. Santiago Gomez of International Services Ltd., (5) Global Investment Inc. a group of medical doctors from Florida, USA, represented by Mrs. Melissa Mahler. Christopher Roe is BACC?s chairman.


According to GOB, BACC is expected to invest $80 million on ?runway extension, terminal building upgrading, apron extension, and improvements to the access road and cargo facilities.? The works were slated to begin in mid-2004 and reports from the Belize Airport Authority are that they are behind schedule. A second expansion phase is slated for 2012.


On the flip side, BAA officials had told us in 2003 that BACC was taking on $46 million in debt from GOB, but BACC would have been entitled to the airport?s revenues, including landing fees, aircraft, car parking fees and departure fees for 30 years.


GOB?s release of November 7, 2003, said that the BAA is in charge of overseeing compliance with the concession agreement.

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