LONDON/SOFIA Aug 4 British company United
Capital, which agreed last month to buy most of Bulgaria's
biggest private pension fund Doverie, has no stock market
listing, no website and no phone number.
Its registered office is a terraced house in the town of
Grays in Essex, occupied by Tanja Pazarcik, who works for
Insolution Service, an agency that helps people set up
companies. It uses the address for a number of its clients.
Pazarcik says she forwards United's mail to an address in
Austria but otherwise knows little about the firm.
United Capital's accounts filed in late October showed the
company had 14 pounds in cash and is dormant. The transaction
price for Doverie has not been revealed. In a July 15 statement
the seller, Vienna Insurance Group AG, said only it had agreed
to sell its 92.58 percent of Pension Insurance Company Doverie
to United Capital PLC.
Such gaps have raised questions in Bulgaria about United
Capital's intentions for Doverie, which with almost 1.8 billion
levs ($1.2 billion) under management and more than 1.25 million
contributors is an important pension provider in Europe's
In Britain, transparency campaigners have latched onto the
controversy to renew their calls for tougher disclosure rules.
A Reuters examination of company documents and interviews in
Britain, Austria, Bulgaria, Russia and Hong Kong has traced the
ownership of United Capital to a series of corporate entities.
Bulgaria's ruling Socialists have appealed to the country's
financial regulator to halt the sale. The watchdog says it will
seek more information about United Capital's owners, finances
and how it proposes to fund the purchase when United Capital
files its documents for approval of the transaction.
A spokesman for Vienna Insurance Group said it carried out
an examination of all the offers it received from several
parties and, after an evaluation, put together a shortlist.
"From there, the final decision was for United Capital," the
spokesman said. He did not respond to requests for further
comment on what Vienna Insurance knew about United Capital.
In an emailed statement on July 26, United Capital said it
was a UK-based financial services "holding entity", which, along
with affiliates, manages more than 2 billion euros and which has
"participation" in insurance companies, real estate funds, banks
and industrial assets in the EU, U.S. and Russia.
"There's nothing the slightest bit unusual about this
purchase or selection process which was vetted (by an
independent entity)," said U.S.-based lawyer Deborah Sturman,
chairman of United Capital, in a telephone interview.
"United Capital is a perfectly normal U.K.-registered
financial services holding company." When asked about concerns
over the deal in Bulgaria, she said: "if people have a problem
with it, I don't care."
According to UK regulatory filings United Capital was
incorporated in 2007 by a UK firm called Fletcher Kennedy, which
creates offshore companies. Fletcher Kennedy's website says the
firm can set up companies in offshore centres such as Belize,
the British Virgin Islands, Gibraltar and the Seychelles. It
also says it can set up companies in the UK in three hours for a
fee of 208 pounds.
"You do not have to be a UK national or resident to be an
officer of a UK company," the website states. "The company must
also have a registered office within the United Kingdom. This is
the official address of the company, it does not have to be a
trading address, and the company does not have to maintain a
presence at the address. We will provide you with an address to
use as your registered office."
Director Charles Fletcher said the firm was instructed by an
individual he declined to name to set up United Capital, and
"the complex structure that you mention came in long after our
short involvement with the company ended."
He added: "In 2007 there was no requirement for formation
agents to carry out due diligence checks. Having said that, we
would have obtained identity documents from the instructing
"Companies having a registered office at an address other
than their trading address is a matter for the legislators."
Once United Capital was founded Fletcher Kennedy resigned as
director and secretary soon afterwards, according to regulatory
filings. A formation agent acting as the first director and then
resigning was standard practice at the time, Charles Fletcher
United Capital's accounts for the year to May 2012, filed in
October, show the firm had almost 2.9 million pounds in cash.
Amended accounts filed later that month show it had 14 pounds in
cash. Both show the company to be dormant.
Bulgarian politicians and contributors to the Doverie
pension fund say they want more details about United Capital's
In its emailed statement on July 26, United Capital said one
of its significant investors was Sergei Mastyugin, a Russian
banker. United Capital chairman Sturman said in an emailed
response to Reuters on Aug 2 that Asia Trade Management, based
in Hong Kong and whose principal owner is Mastyugin, had a stake
of very close to 50 percent.
A spokeswoman for Mastyugin was not available to comment.
Based on regulatory filings in Hong Kong, the business
activities and shareholders of Asia Trade Management are
unclear. A representative for Asia Trade Management declined to
comment but said a spokeswoman from Investbank - a Russian bank
in which Mastyugin has an 18.3 percent stake and where he sits
on the supervisory board - would respond. That spokeswoman was
not able to comment, however.
United Capital's emailed statement on July 26 also said LJ
Capital, the London-based merchant banking arm of privately held
LJ Group, had increased its interest in the firm. Sturman said
that LJ Capital had a stake of very close to 50 percent. LJ
Capital declined to comment.
"THE RELEVANT PEOPLE"
UK regulatory filings show that United Capital has four
directors. Three - Slobodan Ristic, Guenter Rohr, and Dr Heinz
Russwurm - live in Vienna or nearby. The fourth director is
Rohr has been a director since 2007. Ristic, Russwurm and
Sturman were appointed on July 11 of this year, the filings
show, four days before Vienna Insurance Group announced it would
sell its stake in the Bulgarian fund to United.
Rohr, who advertises himself as running an IT and corporate
consultancy firm, said he would pass on questions from Reuters
to "the relevant people".
Russwurm, who is listed in directories as a tax accountant,
could not be contacted for comment, nor could Ristic.
Plamen Dimitrov, the head of Bulgaria's largest trade union
CITUB which has a 1 percent stake in Doverie, said his union
wanted to know more about United Capital.
"The company has changed its majority owner several times,
but the buyers were always well established companies and now we
get this company (United Capital) that no one has heard of," he
Previous majority owners include the European Bank of
Reconstruction and Development, Deutsche Bank and the Dutch
Kardan Financial Services Group. Deutsche Bank and Kardan
declined to comment. The EBRD did not immediately respond to a
request for comment.
Daniela Petkova, head of the Doverie management board, said
the uncertainty about its future ownership was damaging the
fund: "I do not know now what the fair value of the company will
be, as many people have already filed declarations to change
their pension fund because of the lack of clarity. We are
speaking about thousands."
A general shareholder meeting of Doverie on July 30, at
which Deborah Sturman was present, did not provide any new
information on the buyer, Dimitrov said. Another meeting is set
for Aug. 20.