Cayman company involved in $11B Russian oil privatization

A Cayman Islands company that forms part of a joint venture structure in one of the largest Russian privatizations of state property since the 1990s potentially obscures some of the investors in the deal.

The December sale of a 19.5 percent stake in Rosneft, the biggest listed oil company by output in the world, to a joint venture between Swiss commodities trading group Glencore and the Qatar Investment Authority also includes “a Cayman Islands company whose beneficial owners cannot be traced,” news agency Reuters reported on Monday.

While Rosneft ostensibly sold the stake for 10.2 billion euros (US$11 billion) to a Singapore investment vehicle, which constitutes a 50/50 joint venture between Qatar and Glencore, the Reuters article said “it still isn’t possible to determine from public records the full identities of those who bought it.”

According to the news agency, important facts about the deal have not been disclosed. In a Dec. 10 statement, Glencore confirmed that it had contributed 300 million euros in equity to the “50:50 consortium,” while Qatar’s sovereign wealth fund committed 2.5 billion euros.

The remaining funds for the purchase of the Rosneft stake were “to be provided by non-recourse bank financing, principally by Intesa Sanpaolo S.p.A., with Russian banks also providing financing and credit support.”

Italian bank Intesa Sanpaolo loaned the Singapore vehicle, QHG Shares, 5.2 billion euros, but the source of the remaining 2.2 billion euros remains unknown.

QHG Shares is owned by QHG Investments, a U.K.-registered limited liability partnership. One of the two owners of QHG Investments is QHG Holding, another U.K. limited liability partnership.

Records at U.K. Companies House show that one of the partners in QHG Holding is QHG Cayman Ltd., a company registered in the corporate services office of offshore law firm Walkers in the Cayman Islands. The company was appointed as a designated member of the limited partnership on Dec. 16, nine days after Rosneft announced the deal and 11 days after QHG Holding was formed.

Unlike the information available in the corporate registry of the U.K., details about the beneficial owners of a Cayman Islands entity, like QHG Cayman Ltd., are not publicly available.

Rosneft, Glencore and the Qatar Investment Authority declined to comment on the Cayman Islands company in the structure and other sources of financing in the deal, Reuters said.

Fueling conspiracy theorists, the potential sale of the Rosneft stake was the subject of an alleged intelligence dossier on then-presidential candidate Donald Trump.

The dossier circulated among U.S. media and the intelligence community last year before news website BuzzFeed published it online on Jan. 10. It alleged, among other things, that in July 2016 Rosneft executive chairman Igor Sechin and one of his close advisers held secret meetings with Carter Page, at the time a foreign policy adviser to the Trump campaign.

During the alleged meetings, the dossier purported, Mr. Sechin had pushed for lifting U.S. sanctions against Russia in connection with the conflict in Ukraine. In addition, Mr. Sechin’s associate had offered Mr. Page’s and Mr. Trump’s associates “the brokerage of up to a 19 percent (privatized) stake in Rosneft” if the sanctions were lifted.

The dossier claimed “Page had expressed interest and confirmed that were Trump elected U.S. president, then sanction on Russia would be lifted.”

Although the claims, and in fact the entire dossier, may be fabricated and false, Cayman’s privacy laws do little to prevent these types of conspiracy theories from thriving.

There could be many reasons for the involvement of the Cayman Islands vehicle in the joint venture structure. In addition to providing a neutral platform in a stable legal system, the structure could offer tax advantages. However, if the owner of the Cayman entity came from another jurisdiction with strict privacy laws, it would also be nearly impossible to identify the beneficial owners unless a crime has been committed.

Examples like the Rosneft deal could potentially be used to reignite the local debate about public registers of beneficial owners.

The Legislative Assembly this month will debate some of the amendments needed to create a centralized platform for information sharing with foreign authorities upon request.

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