SEC document shows Wirecard PH treasurer had a BPI account, but bank says it may be fake
Metro Manila (CNN Philippines, June 29) – In just one week, German firm Wirecard AG went from an e-payments industry leader to financial ruin as auditors learned that $2.1 billion (about ₱104 billion) of its cash is nowhere to be found.
By June 22, the company declared that the funds that were supposedly held in trust by two Philippine banks and booked in its financial statements likely never existed. This led to the collapse in its stock price, pushing the firm to file for insolvency before a court in Munich.
Wirecard's top executive Markus Braun now faces charges of accounting fraud. The current whereabouts of Jan Marsalek—Wirecard’s second-in-command who was sacked amid the scandal—are unclear, with signs hinting that he may be here in the Philippines.
The accounting fraud was allegedly designed to make Wirecard’s balance sheet more appealing to investors by showing it has brisk revenues, partly from its operations in Asia. It's not fiction that Wirecard does business here through its unit Wirecard e-Money Philippines Inc. — a company registered with local regulators since three years ago.
Documents obtained by CNN Philippines showed a letter dated March 9, 2017, where the Bangko Sentral ng Pilipinas endorsed the incorporation of the local Wirecard unit that holds a license as an e-money issuer. This allowed the company to provide services like bills payment and remittances through online channels to Filipino clients.
In that letter, the central bank said that the company could register with the Securities and Exchange Commission to do business here, a requirement for firms that want to operate in the country. The notice was addressed to a certain Andre Buzeta-Acero, identified as treasurer-in-trust of Wirecard e-Money Philippines.
SEC records — some of which used Buzeta-Acero’s maiden name — show Buzeta is one of five Filipino incorporators for Wirecard’s Manila arm.
A week after Bangko Sentral’s go signal, a bank certificate under BPI's name was issued vouching for a deposit of ₱100,089,490 under Buzeta's name. It was signed by BPI Salcedo branch manager Kristine Eunice C. San Jose and addressed to the corporate regulator.
That document obtained by CNN Philippines specifically states that Buzeta was treasurer-in-trust for Wirecard e-Money and that the deposit could be withdrawn “in behalf of the said company” once the process of registering with the SEC was completed—a show money of sorts.
That certificate remains part of Wirecard e-Money’s files kept by the corporate regulator to this day.
Based on records, Buzeta as authorized representative of Wirecard e-Money signed the application to do business on the same date on the bank certificate. The papers were filed with the SEC on March 22 and the application was made under the Foreign Investments Act.
Two days after submission, the SEC approved Wirecard e-Money’s articles of incorporation and by-laws, with the firm officially registered to do business locally since March 24, 2017.
Fake document?
CNN Philippines showed BPI Chief Executive Officer Cezar Consing a copy of that bank certificate.
"When you look at the certificate carefully—and I asked my risk people to look at it—there are elements in the certificate that look fake," Consing said in an exclusive interview.
"Let us suppose it were valid — and I am not sure it is — but if it were valid, this is the kind of certificate that is typically issued by a bank when a foreign investor puts in a little money into the Philippines when they are trying to incorporate a subsidiary company," he added, noting that it was common practice for the treasurer-in-trust to close an account opened just for the SEC registration process. Often, the funds are transferred to the company's preferred financial service provider for its long-term operations, Consing explained.
"Wirecard AG does not have a relationship with this bank. I can say that categorically," the BPI chief stressed.
Consing noted that the document in question merely states that the person is a client of the bank and is a treasurer-in-trust for the company, making the account an "individual's account." He stressed that Wirecard never had any transaction with BPI.
(Please see the transcript of the interview below.)
Apart from BPI, the Sy-led BDO Unibank, Inc. has also been dragged into the scandal. Wirecard initially said the missing funds were lodged in two investment-grade Asian banks. The lenders were named on June 19 when both BPI and BDO said they were shown falsified documents as basis for Wirecard's $2.1-billion cash claim.
RELATED: NBI, BI ordered to investigate individuals involved in Wirecard scandal
Even the BSP said that the missing stash never went through the local financial system. These entities have rolled out separate investigations into the case.
Foreign shareholders
SEC records also showed a ₱100-million deposit supposedly with BPI earmarked for Wirecard e-Money’s initial capital to meet regulatory requirements.
The local unit’s authorized capital stock is ₱100 million with shares valued at ₱100 each, with Germany-based Wirecard Acquiring & Issuing GmbH holding 99.99 percent of the shares.
The company treasurer, Buzeta, had a less than 1 percent stake back in 2017, but 2019 files revealed she had divested alongside four other incorporators who used to be minority shareholders as well.
The only stockholders on record as of last year were Wirecard AG, a Singaporean named Jeffry Ho as company president, an Indian national, and three Filipinos. One of those Filipinos is banker Martha Elaine Borja, currently the general manager and chairman of the board of Wirecard e-Money Philippines.
Austrian Susanne Steidl was a shareholder and company director in the local unit's early days, but no longer appears in the 2019 SEC records.
Marsalek, also an Austrian national, is not included in the SEC records as shareholder or officer of the Wirecard unit in Manila. Filipino lawyer Mark Tolentino, identified by German media as a Wirecard trustee, is not on the list either. He had earlier denied taking an active role in the payments firm or in any alleged illegal activities on Wirecard's behalf.
If the bank certificate is proven to be fake, why would Wirecard e-Money submit that document for its SEC registration? If it is indeed a dupe, how did this slip right under regulators’ nose? The questions go on and on.
Transcript of CNN Philippines' interview with Mr. Consing:
CNN Philippines Senior Correspondent Lois Calderon (CNN PH): This was in March 2017… Does this account still exist?
BPI Chief Executive Officer Cezar Consing (Consing): When you look at the certificate carefully, and I asked my risk people to look at it, there are elements in the certificate that look fake… But, but let us suppose it were valid - and I am not sure it is – but if it were valid, this is the kind of certificate that is typically issued by a bank when a foreign investor puts in a little money into the Philippines when they are trying to incorporate a subsidiary company… When the SEC approves the incorporation of the company, what typically happens is the account that is opened by an individual as treasurer-in-trust for the to-be incorporated company, what typically happens is that account is closed and transferred to whichever entity or whichever bank the foreign investor wants to establish a relationship with… Wirecard AG does not have a relationship with this bank. I can say that categorically.
CNN PH: In the event that this paper is legitimate and there was a savings account, then Sir that means that Wirecard at least was in the past a client?
CONSING: I don’t think that’s what that paper is saying if you read carefully… In its current form, all that paper says is Mr. So and So is a client and is a treasurer in trust for XYZ company.
CNN PH: Typically if the account is under a person’s name, even if that document explicitly says that she opened the account for a company, how do you treat it? As an account for the individual or as an account for the company?
CONSING: Assuming it were valid, it is an individual’s account. And you know the process, right? If the local company gets incorporated, typically that account gets closed and transferred to somewhere else.
CNN PH: Was Wirecard a client of the bank such that it dealt with the bank in terms of foreign exchange transactions or remittance service in that context, Sir?
CONSING: No. No.
CNN PH: Kasi my understanding is if it’s foreign exchange transactions, the client even without an account can deal with the bank. And then the bank converts into pesos, then the dollars or the foreign currency that the bank holds, it will just sell it to the spot market and then we forget about the client.
CONSING: Yeah. But we don’t have any records of Wirecard doing that with us.
