On May 24, 2022, we launched a project titled “Unmasking Nazarbayev”. As part of this project, we, first of all, have promised to tell the reader of how the dollar billionaires from the Nazarbayev clan and the representatives of the Nazarbayev-Tokayev oligarchy had made their fortunes; secondly we have promised to present the story of the sale of the Kazatomprom industries to foreign investors.
Attached to the introductory article, there were photocopies of the documents showing that, on September 9, 2014, former president of Kazatomprom Mukhtar Dzhakishev (at the time a detainee of correctional facility AK-159/6) refused to meet with a representative of the national company to be handed the claim against him.
The story began in 2004 when Japan’s Marubeni Corporation purchased the shares in the two Kazatomprom-affiliated uranium mining companies. The purchase was made through an offshore intermediary.
Later, we will try and explain why the foreign investor had to operate in this manner. Meanwhile, let us tell you how it occurred.
“Marubeni Corporation is one of the largest trading companies in Japan. Company activities include the import, export, offshore trade, the EPC (engineering, procurement and construction) with the funding organization, project management, marketing of the final product, as well as business investment in various areas, including natural resources, infrastructure, and manufacturing.
Company founded it's office Marubeni in Kazakhstan in 1993. Since then, they have been successfully involved in projects for the construction of the International Airport of Astana, the modernization of the Atyrau oil refinery (Phase 1 and 3), invested in the project to develop a uranium deposit Kharassan 1 and 2, as the project of sulfuric acid plant CKZ-U, and we concluded several sales transactions for the sale of equipment, and industrial goods.
In addition to the above-mentioned business activities of the Vice-Chairman, Mr. Ota, he is the chairman of Kazakhstan-Japan Economic Committee and contributes to the strengthening of relations between Kazakhstan and Japan”.
(Information from the RK Foreign Investors’ Council’s website)
Our editorial team has at its disposal a photocopy of the share purchase agreement. Unfortunately, this copy is of an extremely low quality, so it is quite difficult to read even for those well-versed in English. And since we are not interested in the details and the legal peculiarities of the deal, we chose not to translate the text of the agreement. We do, however, attach this file below for those wishing to examine it independently.
Now, let us tell you what we have learned.
On the twenty-something of December 2006, offshore company Swinton Investment and Finance S.A., PO Box 146, Road Town, Tortola, British Virgin Islands signed the sale and purchase agreement with Marubeni Corporation, 4–2, Otemachi 1-Chome, Chiyoda-ku, Tokyo, Japan.
Here is what the scheme was.
The seller owned all the shares of offshore company Energy Asia Holding Ltd that, in its turn, owned 50% of Energy Asia (BVI) Limited.
The seller also owned 94% of offshore company Glendale International Investment LTD, PO Box 3175, Road Town, Tortola, British Virgin Islands that also owned 50% of Energy Asia (BVI) Limited.
Now then, Marubeni Corporation bought from Swinton Investment and Finance S.A. all the shares of Energy Asia Holding Ltd that, as you recall, owned 50% of Energy Asia (BVI) Limited. The purchase was made for the solid price of $540 bln.
Let us say from the start – we do not think that the Japanese investor overpaid. After all Energy Asia (BVI) Limited owned shares in two Kazakh uranium mining companies affiliated with Kazatomprom – 95% in Baiken-U LLP and 40% in Kyzylkum LLP.
You can find more information on these companies on the NAK Kazatomprom website.
Here is what is says about Baiken-U LLP situated at 120014, Republic of Kazakhstan, Kyzylorda region, Kyzylorda, Bayseitov St, 88:
”Limited Liability Company Baiken-U was founded in Mach 2006.
Shareholders: NAK Kazatomprom JSC (Kazakhstan), Energy Asia (BVI) Limited
Baiken-U LTD is involved in uranium exploration and extraction in Kharassan -2 and the east side of the North Kharassan deposit in the Kyzylorda region”.
And here is information on Kyzylkum LLP based at 120302, Republic of Kazakhstan, Kyzylorda region, Zhanakorgansky district, Baykenzhe village (operating headquarters: Kyzylorda, Ayteke Bi St, 52).
“Limited Liability Company Kyzylkum was founded in May 2005.
Shareholders: NAK Kazatomprom JSC, Energy Asia (B.V.I.) Limited, UrAsia London Limited.
Since 2008, Kyzylkum LLP has been engaged in extracting uranium in Khorassan-1 of the North Kharassan deposit in the Kyzylorda region via the in-situ recovery method”.
Those who are interested in NAK Kazatomprom, one of Kazakhstan’s best-known and, at the same time, notorious national companies, and is also investing (or thinking of investing) in the country may find a lot of relevant information in the text of the stare purchase agreement. However, for most readers, the details of the contract are of no particular interest. Therefore, we will limit our narrative to relating the following facts:
- the text of the agreement constitutes 26 A4-size pages without including appendices,
- records in details everything that could alarm and assuage such a qualified investor as Japan’s Marubeni Corporation.
In our future articles, we will certainly go back to the share purchase agreement, among other things, in order to comment on some specific clauses related to how things unfolded later. However right now, concluding this publication, we will only tell you who signed the document.
For and on behalf of the buyer, in other words, Marubeni Corporation, it was done by Corporate Vice President, Chief Operating Officer, Energy Division Fumiya Kokubu. By the way, he then grew as high as the President, the CEO and a member of the Board of Marubeni Corporation.
For and on behalf of the seller, in other words, Swinton Investment and Finance S.A., it was signed by the director of this offshore-company, certain Michael Wolf. Due to the poor quality of the photocopy, we are not sure about the exact spelling of his last name but, in one of the subsequent documents, it is written in the same way.
ON THE PHOTO: Kassym-Jomart Tokayev meets with Vice-President of Marubeni Shigeru Yamazoe
26_pages_13_Share_Purchase_Agreement_between_Marubeni_and_Swinton.pdf
To be continued
