Another key actor in US$14 Million Agyapa scandal unmasked

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The Herald’s team working on the never-ending Agyapa Royalties scandal, has unearthed the identity of another key actor in the botched attempt to collateralize Ghana’s natural minerals under an oblique arrangement which swallowed Ghanaian taxpayers’ US$14 million.

Felicia Ashley, among other prominent figures, has been identified through documents obtained from the British tax haven of Jersey, shedding new light on the intricate details of the scandal that has left Ghanaian taxpayers grappling with a staggering US$14 million loss.

Her involvement in the establishment of Agyapa Royalties Limited, previously known as Asaase Royalties Limited, was highlighted in additional documents obtained by The Herald.

The name change from Asaase Royalties to Agyapa Royalties in which Felicia played a role, occurred after an oversight by Gabby Asare-Otchere Darko, President Nana Akufo-Addo’s cousin overseeing the deal, mistakenly named the Jersey-based company after his private radio station, Asaase Radio in Accra- Ghana.

The recent appearance of Edward Nana Yaw Koranteng, the Mineral Income Investment Fund (MIIF) boss before the Public Accounts Committee (PAC) of Parliament brought to light a potential financial loss to Ghana, initially estimated at US$12 million, but later revised to US$14.144 million based on some additional information.

Documents obtained from Jersey’s Company Registry, revealed the involvement of both Ghanaian and foreign individuals, including Yaw Baah, Felicia Ashley, and George Mireku Duker, as well as foreign figures such as Tom Williamson, Donna Laverty, and James Bore.

Gabby Asare Otchere-Darko’s law firm, Africa Legal Associates, played a significant role in the deal, contributing to the selection of the name Asaase Royalties, later changed to Agyapa Royalties.

Felicia Ashley’s role in this scandal, takes a more intriguing turn as she is identified as an official of the Ministry of Finance, serving as the Director for Human Capital & General Administration Division.

The Finance Ministry, describes Felicia’s responsibilities, overseeing the entire General Administration function of the Ministry of Finance, spanning General Services, HR, Procurement, IT, Security, Accounts, and Transport.

But before her role as Vice President and Head of Human Capital and Administration at Databank Group, owned by the then Finance Minister Ken Ofori-Atta, added another complexity to the situation, as Databank was directly involved in the Agyapa deal and indirectly through Imara Holding Limited of South Africa.

Felicia’s academic background and professional qualifications, highlighted by the Finance Ministry, reveal a first-class honours graduate in Psychology and French from the University of Ghana, Legon, with an MBA in Human Resource Management from the Paris Graduate School of Management, France.

She is a member of the Institute of Human Resource Management Practitioners (IHRMP) and the Society for Human Resource Management (SHRM).

The Memoranda of Association obtained by The Herald revealed that Agyapa Royalties, was registered as a private company under Jersey’s Companies (Jersey) Law 1991.

The MIIF is linked to Agyapa, with an address given as Ministry of Finance, Finance Drive Accra, Ghana.

Legal analysts, view this transaction as a financial loss to the state, because no gains were realized, prompting discussions about potential criminal investigations and prosecutions.

The controversies surrounding Agyapa Royalties, include conflicts of interest and concerns about the government getting value for money.

The names of directors and their nationalities were kept confidential. Kofi Bosompem Osafo-Maafo, son of ex-Senior Minister Yaw Osafo Marfo, was to manage the company.

The Akufo-Addo government engaged the services of Britain-based White & Case LLP International Law Firm, including Bentsi-Enchill, Letsa & Ankomah, and Africa Legal Associates owned by Gabby Asare Otchere-Darko.

Sometime in February 2021, Ken Ofori-Atta’s investment and brokerage firm, Databank, withdrew as a financial advisor in the Agyapa royalties deal but Databank’s partners, Imara Holding Limited of South Africa remained as transaction advisors.

As the concerns about the financial implications and potential consequences surrounding the controversial deal, is unravelling, some slides released two weeks ago, revealed that the transaction was nicknamed “Project Kingdom” with the “Advisors” already paid US$12.139 million with a remaining balance of $2.005 million,

But the names of Ken Ofori-Atta’s Databank Financial Services and Africa Legal Associates owned by Gabby, were missing in the slides, adding further complexity although they had in the past separately admitted their involvement.

In the past, Ken Ofori-Atta, while serving as Finance Minister, had mentioned his company Databank and Gabby’s Africa Legal Associates as involved, while struggling to douse the conflict of interest tag in the transaction. The two could be hiding behind Imara Holdings of South Africa and the UK-based law firm, White & Case, respectively.

They run partnerships. Indeed, on the website of Imara Holdings, Databank is identified as its partners in Ghana. Africa Legal Associates has also had public dealings with the White & Cash law firm, and Gaby confirmed this to The Herald.

The disclosed actors in the deal as captured by the slides, include Imara/Algebra as the Transaction Advisor, Amber as the Ghana Sponsor Broker/Bookrunner, White & Case as the UK Legal Advisor, and Accra-based Bentsi-Enchill, Letsa & Ankomah (BELA) as the Ghana Legal Advisor.

Jersey Legal Advisor was mentioned as Ogier, SRK as the Technical Advisor, and Deloitte served as the Reporting Accountant and Tax Advisors.

Marketing and PR, were handled by Buchanan/Red Sky, ESG by Critical Resources, and International Bookrunners were BofA/BMO/JP Morgan.

ENSafrica provided Legal counsel to Bookrunners, Kom Ferry acted as recruitment advisor, and Deloitte again served as the Remuneration Advisor.

Payments, mostly in United States dollars, were made to these entities, with Imara Holdings alone, pocketing almost US$10 million as transaction advisors. Staff salaries for a deal that faced setbacks consumed over US$1.5 million.

Other companies mentioned in the slides, include Ogier Global, Polymetrix, Marsh, Freshfields, PWC, and Zormelo & Associates, among others.

Gabby’s link to the Agyapa deal, aside Ken Ofori-Atta, got a mention, Abdul Malik Kweku Baako, in a spirited defence, insisted that Africa Legal Associates, an Accra-based law firm owned by Gabby Asare Otchere-Darko, was not paid US$2 million for its work on the Agyapa Royalties deal.

The figure was bandied about nearly four years ago by some persons as the amount Gabby and his firm, grabbed for their advisory role on the deal. But Baako claimed the quoted amount was way above what was paid to the law firm by the government.

“It is not true that Gabby’s firm got US$2 million from the deal. It is not true that his firm is a beneficiary of US$2 million. It’s not even up to US$105,000. It is the main transaction advisor that paid Gabby. It is about US$103,000. It is not US$2 million”, the editor-in-chief of the New Crusading Guide newspaper had insisted.

Ken Ofori-Atta’s company, Kweku Baako Jnr, further insisted that Databank, had as of November 2020, not received any payment for their role as financial advisors in the Agyapa Royalty agreement.

This was after it was publicly held that the investment bank which is owned by the then Finance Minister, enjoyed monetary benefits from the deal.

In February 2021, the investment and brokerage firm, Databank served notice to Imara Holding Limited of their decision to withdraw their services as a partner and transaction advisor in the controversial Agyapa royalties deal.

Databank and Imara Holding Limited, were co-partners and transaction advisors for the Agyapa Gold Royalties Company.

According to the Group CEO of Databank, Kojo Addae-Mensah, in a letter to Imara Holding Limited, he stated that their decision to withdraw follows several attacks on their reputation by political actors as a result of the Finance Minister’s association with the investment firm. This he says was intensely felt during the 2020 elections.

“The Board of Directors of Databank has observed with deep concern persistent attempts by some political actors, during the political season leading up to the general elections of December 2020, to tarnish our hard-won reputation painstakingly built over the last 30 years, by unfairly exploiting our participation and involvement in the transaction as one of the transaction advisors. We believe this is principally due to the Minister of Finance’s association with Databank as its co-founder.”

According to documents from Jersey, the idea for Agyapa Royalties was conceived in October 2019, with the Jersey Financial Service Commission assisting in the company’s setup. Originally established as Asaase Royalties Limited, it later changed its name to Agyapa Royalties Limited on August 10, 2020.

Records from the Jersey Company Registry, show Agyapa’s registration number as 130211, dating back to  November 05, 2019, when it was established as Asaase Royalties Limited. The share capital of Agyapa Royalties is divided into 500,000,000 ordinary shares of USD 0.01 each.

On August 10, 2020, another certificate of incorporation surfaced, changing the company’s name, while maintaining its registered number as 130211, according to the Registrar of Companies in Jersey Channel Island.

The Registrar of Companies in Jersey Channel Island certified this change, stating, “I hereby certify that Asaase Royalties Limited…having changed its name by special resolution, has today been entered on the Register of Companies incorporated in Jersey as a private company having the name of Agyapa Royalties Limited. Dated this 10 August 2020”.

The Mines and Energy Committee of Parliament has formally requested detailed information and supporting evidence from MIIF regarding the reported government expenditure of $12 million on the Agyapa Royalties deal. The committee’s request follows a disclosure by MIIF CEO, during an appearance before PAC.

In response to the public discourse surrounding the alleged expenditure, the committee seeks guidance on appropriate steps to take.

MIIF has been directed to furnish the committee with relevant information by Tuesday, February 27, 2024. The purpose of this request is to guide the Select Committee on the appropriate steps to take in respect of the claims.

theheraldghana.com

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