Forbes: A1 Bulgaria, Vivacom CEOs jointly invested in Telecom Albania

author
Forbes
04. dec. 2023. 21:53
Tirana,,Albania,-,June,4,,2022:,One,Telecommunications,(one,Albania)
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The CEOs of two of the three leading telecommunication companies in Bulgaria - "A1 Bulgaria" and "Vivacom", Alexander Dimitrov (acting director) and Atanas Dobrev (director until 2021), have maintained close friendships and, at a certain point, business relations connections (through their wives' companies).

In addition, several months ago Dimitrov was investigated by the shareholders of A1 in Vienna for his wife's deal with his competitor and friend Dobrev for Telecom Albania ("Telecom Albania"). Although no wrongdoing was found, the story is indicative of the informal relationships that pervade the Bulgarian telecommunications industry.

And while Alexander Dimitrov continues to head A1 Bulgaria, Dobrev left his post at Vivacom in December 2021 following the change in ownership of the telecom. In 2020, Spas Rusev and VTB Capital sold Vivacom to United Group, founded by Serbian billionaire Dragan Sholak. At the moment, a tough battle is going on between "A1 Bulgaria" and "Yettel", on the one hand, and the new owners of "Vivacom" because of their attempt to acquire "Bulsatcom" and thus get their hands on a large part of the telecom sector.

"Integrity is the foundation of our business. Honest. Fair. Transparent.” This is the slogan of one of the leading telecommunications groups in Central and Eastern Europe - "A1 Group".

However, the request for integrity is in question because of a strange story that came to light this year, related to the executive director of the Bulgarian branch of the group ("A1 Bulgaria") - Alexander Dimitrov . In the spring of 2023, he was investigated by a team of specialists from "PricewaterhouseCoopers Austria" (PwC), hired by the headquarters of "A1 Group" in Vienna. The occasion is his alleged secret involvement (through his wife's companies) as a hidden investor in the purchase of "Telecom Albania" in 2019 and its subsequent resale to the Hungarian company 4iG in 2022.

The two transactions, officially carried out by the famous Bulgarian businessmen Elvin Guri (of Albanian origin) and Spas Rusev (later replaced by Atanas Dobrev), brought solid profits to the investors. Albanian Telecom was bought for around 50 million euros and resold three years later for between 120 million euros and 150 million euros, according to various sources.

Although PwC's investigation confirmed most of the facts provided to the team by an anonymous whistleblower, PwC found no "irregularities" or "criminally relevant misconduct" on the part of Dimitrov. A1 headquarters in Vienna have also not taken any publicly announced action regarding the alleged personal investments of Alexander Dimitrov's family.

Austria's Der Standard and BIRD also obtained access to the whistleblower's signal and scrutinized it using official open sources.

Personal question

A1 does not officially deny the transactions, but responded to our media inquiry with the comment that it was a “personal matter”:

"The A1 Group and A1 Bulgaria are aware of the information you refer to in your questions regarding potential transactions of the wife of a senior director at A1 Bulgaria. In this regard, an independent international organization was hired to conduct a thorough audit in accordance with the strict and certified internal control rules of the A1 Group. The result of the review showed that there was no violation of the corporate compliance rules and principles, nor a violation of any relevant, applicable laws and regulations. He concluded that the case concerned a personal matter which did not affect A1's business in Bulgaria or in any other country where A1 operated. Compliance rules are firmly rooted in the culture of the A1 Group and its Bulgarian branch. Adherence to strict compliance rules shapes the behavior and attitude of all managers and employees,” said A1 in the official statement following the sent questions.

The deal: Rusev, Gouri and Dobrev are clearly in it…

The investment in the second largest telecommunications company in Albania - "Telecom Albania" (renamed to "One Telecommunications Albania" in July 2020) was made through the Bulgarian company "Albania Telecom Invest" AD. Officially, the Bulgarian entrepreneurs bought the telecom from OTE Group (part of Deutsche Telekom Group) on May 7, 2019.

Financing for the investment comes from a bank loan of EUR 48.5 million from First Investment Bank (Bulgaria), granted on May 9, 2019. Later (probably in 2021), the loan was refinanced by several banks, including OTP Bank Hungary, DSK Bank Bulgaria and OTP Bank Albania, for a principal amount of EUR 37 million with a repayment term of 10 years.
Initially (toward the end of 2019), the main shareholders in "Albania Telecom Invest" AD are Spas Rusev (65%) and Elvin Guri (35%), according to the annual financial report of the Bulgarian company for 2020, published in the Bulgarian Commercial Register . After transactions in March and July 2020, the shareholders (as of the end of 2020) are now Elvin Guri (through Guri Enterprises BV – 35%, and through River Styxx Capital in ATI Ltd., Cyprus – 19.2%) and Atanas Dobrev through ATI Ltd., Cyprus – 45.8%.

According to unofficial information from our source familiar with the deal, Spas Rusev is exiting the investment in "One Albania" as at some point he had to pay back his private loan from Guri and is doing so by selling his shares in ATI Ltd., Cyprus.

Two official commercial registers (those of Bulgaria and Cyprus) confirm that Atanas Dobrev entered into the investment in "Telecom Albania" in 2020, while he is still the CEO of "Vivacom" - the main competitor of A1 in Bulgaria.
Dimitrov and Dobrev are two senior employees in the telecommunications industry in Bulgaria and have a 20-year history of friendship. Before joining A1 in 2015, Dimitrov was Chief Commercial Officer of Vivacom for 7 years. Earlier he also worked in "Globul". Dobrev became CEO of Vivacom in June 2013, but had been with the company since 2008. Both Dimitrov and Dobrev joined Vivacom in 2008 as part of a major management transfer at the time from " Globul" (now "Yetel"), where they both worked until 2008.

Dobrev left Vivacom on December 3, 2021, according to the Bulgarian Commercial Register. Spas Rusev acquired Vivacom in 2016 and kept Dobrev as CEO until 2021, before the buyout by Dragan Sholak.

On March 21, 2022, “Telecom Albania” was resold to 4IG, a Hungarian IT company run by people alleged in international media to be close to Viktor Orbán.

...and Dimitrov - through his wife?

The direct participation of Alexander Dimitrov's wife in "Telecom Albania" is visible from official open sources, but for a very short time, just before the resale. There are indications that she entered the investment as early as the purchase of the telecom, but this cannot be confirmed from open sources, and can only be suspected.

According to the whistleblower's report, Alexander Dimitrov used several companies to secretly make the investment in the Albanian telecom - "Malvex Invest" EOOD and "Malvex Estate" EOOD. "Malvex Invest" EOOD was founded in February 2022 by Atanas Dobrev, as the sole owner, who transferred 100% of his shares just two days later to Mariana Nikolova Dimitrova - Dimitrov's wife.

But according to the contract for the transfer of shares, at that moment the company Malvex Invest already belongs to Mariana Dimitrova.

The official announcement of the resale of "One Telecommunications" ("Telecom Albania") was on March 21, 2022.
On June 11, 2022, Malvex Invest was replaced as a shareholder in ATI Ltd. from "Malvex Estate" (Malvex Estate) - which is another company wholly owned by Marianna Nikolova Dimitrova. It acquired it in 2017 from German investors ("Residential Park Sofia"), close to the former president of Bulgaria Rosen Plevneliev, according to the Bulgarian media.
While Spas Rusev invests in ATI Ltd., Cyprus, under his own name, Atanas Dobrev participates not only directly, but also through another Bulgarian company - "Adarna" EOOD, which he fully owns and manages together with his wife Paulina Dobreva.

According to the whistleblower's report, although the participation of Dimitrov's wife in ATI through "Malvex Invest" and "Malvex Estate" EOOD is only in 2022, it actually precedes this date. According to the report, Dimitrov hid his investment in ATI behind a shareholder loan (in the amount of around 2.5 million euros) from another Bulgarian company managed by lawyers. It was established on April 8, 2019 - just one month before the completion of the deal for the acquisition of "Telecom Albania" (May 7, 2019). According to the report, on April 9, 2019, the company issued a notarized general power of attorney to Mariana Dimitrova, authorizing her to act on her behalf before all banks (to open bank accounts, take out loans, etc.) and third parties on the territory of Bulgaria.

BIRD has the document, but was unable to verify it, as the notary register in Bulgaria is not public. Public records do not reveal any connection between the said company and the Albanian investment.

An indicator of a possible close business relationship between the families of Atanas Dobrev and Alexander Dimitrov could be the joint acquisition of another company, which they bought from the companies of the Bulgarian businessman Ivo Prokopiev in July 2023 - "Green Power Pro". According to the Commercial Register in Bulgaria, the new business partners in the company are Malvex Estate, Adarna, Mariana Nikolova Dimitrova and Paulina Ivanova Dobreva.

In 2014, Mrs. Dimitrova and Mrs. Dobreva together acquired 1,500 decares of land in Vrachan district (northwest Bulgaria). From 2014 to May 2018, the two ladies are owners of a joint company - "Polimar Agro", although it does not report significant business activity. According to Ms. Dimitrova's LinkedIn profile, she is an interior designer, and according to records, apart from major telecom investments, she has a relatively small business in the real estate sector.
PwC confirms, but A1 sees no problem

The investigation into the possible participation of Alexander Dimitrov in the transactions for "Telecom Albania" (along with his competitors) was launched after the anonymous whistleblower's report in December 2022 to one of the two shareholders of "A1 Group" - the Mexican telecom giant "America Movil", owned of billionaire Carlos Slim.
The other shareholder of "A1 Group" through its parent company "Telecom Austria" is the Austrian government (via ÖBAG - Österreichische Beteiligungs AG, an Austrian state holding company similar to a sovereign investment fund), to which the whistleblower also sent a signal in August 2023.

The most serious investigation into Dimitrov's possible involvement in the Albanian transactions was conducted by "PriceWaterhouseCoopers" Austria. The auditors concluded that the facts mentioned in the report could be confirmed, but not the allegations of wrongdoing and/or violations.

"During the course of the investigation, no evidence of criminally relevant criminal conduct was identified," the investigation concluded.

The Bulgarian Communications Regulatory Commission responded to BIRD that it had not received any information regarding Mr. Dimitrov's possible involvement in the investment in Albania. The Commission for the Protection of Competition also has no information on the matter.

BIRD and Der Standard also sent questions to Spas Rusev, Elvin Guri and Atanas Dobrev, but did not receive a response.

Several legal and financial experts we contacted said there was most likely no formal breach of competition law or regulation of the telecoms industry in Bulgaria or even the A1 Group Code of Conduct, although the management contract of Alexander Dimitrov is not public.

The experts could not comment on the financial transactions and taxation issues, as this information is not public and the financial statements of some of the companies for 2021 and 2022 have not yet been published in the official registers.

At the same time, experts believe that the case of A1 is indicative of the need for stricter regulation of private transactions and relationships between senior officials in the telecom industry (like that in the banking sector), so that competition, which is vital to consumers, not to be questioned.

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