In the 1st Al-Mazeedi Affidavit there's a detailed discussion regarding the nature of Wael-Almazeedi's "disagreement" with Abdulmohsen Hayat and the litigation engendered by that dispute [see the section titled "Hayat Disagreement" in the 1st Al-Mazeedi Affidavit, Paragraphs 16(c-d), 17, 18].
- Al-Mazeedi states in Paragraph 16 of his 1st Affidavit that his "...disagreement with Hayat seemed to begin approximately six weeks prior to the closing of the Fund in June 2003."
- In Paragraph 17 of the same affidavit, Al-Mazeedi states that he "...advised Hayat the he had to choose between Evolvence and the Manager and that I would not allow him to straddle both companies as a shareholder and a Board member because it represented a clear conflict of interest to me."
- The Evolvence "issue" is brought up again in the discussion, in the same affidavit, of Ventures' financial controller and his communications with Evolvence [see: Kenny Leung Email to BTU and Draft Letter to Evolvence].
ROLE(S) OF EVOLVENCE CAPITAL
In the 1st Al-Mazeedi Affidavit Evolvence Capital is described simply as a Dubai-based company that had "acted as placement agent for the offering."
An affiliate of Evolvence Capital, Evolvence India Holdings Plc made a 68 page filing (dated March 19, 2007) in compliance with the rules of the AIM Market of the London Stock Exchange plc [see link to AIM] The stated intent was to offer Ordinary Shares, through a Private Placement, to prospective investors [see Page 1 of the filing]. They had to make many customary disclosures regarding the company as well as its owners and principal managers and directors. Among these were the following:
Management, Advisory and Administration
"Mr. Al-Muhairy is the founder and chief executive officer of Evolvence Capital, a Dubai headquartered financial services firm, where he is responsible for oversight of Evolvence Capital's strategic focus. Mr. Al-Muhairy has been successful in developing new business opportunities through prospecting and fostering relationships with leaders in the alternative investment community. Since August 2000, he has been involved in the generation of a significant amount of capital for private and public companies such as Paypayl, IG and Learningbyte, and has led the incubation of private equity, real estate and hedge funds such as BTU, Evolvence Education Fund, and Evolvence Emirates Opportunities Fund." [Link: Page 28]
Directors' and Other interests
The filing further states that "In addition to their directorships in the Company, the Directors hold, or have held within the past five years, the following directorships: "
Mr. Khaled Al-Muhairy, Director, BTU Power Company, (Position Still Held: No) was one of the entries for the various directorships, in different companies, that he held. [Link: Page 54, section 7.b]
RHETORICAL QUESTION: WHO APPOINTS BTU POWER COMPANY DIRECTORS?
- Al-Mazeedi states, in Paragraph 8 of the same affidavit, that BTU Holdings owns 100% of BTU Power Management Company ("the Manager"), which in turn own 100% of the voting shares of BTU Power Company ("the Fund").
- Al-Mazeedi states, in the same Paragraph 8, that "...Hayat is neither a shareholder or director or officer of either the Manager or the Fund..."
- As already noted elsewhere in the main body of this blog, from a footnote taken from the: MEMORANDUM AND ORDER PURSUANT TO RULE 1:28, "No subsidiary in the BTU Group has an independent board and only Al-Mazeedi and Oishi make policy and substantive decisions."
SUMMARY
Assuming that all facts as stated in 1) the filing with the London Stock Exchange and 2) the affidavits submitted in Massachusetts state court are correct, a conundrum arises.It's possible that there are definitional differences between London and the Caymans regarding "Directors". BTU Power Company is based in the Caymans. However, the Caymans Islands are still part of the British Overseas Territories.
No straightforward conclusions can be reached regarding the role and relationship of Evolvence (probably not de minimis) with regards to BTU Power Company and its bona fide bearing on the litigation. Perhaps the incongruities will be clarified once additional facts and "context" are known
Note: The following is the link to the full Evolvence India Holdings Plc filing document Original
No comments:
Post a Comment