Lambert & Warnig

I wrote here in February 2016 about Matthias Warnig and his involvement in a UK registered company called Lambert Energy Advisory. Though it garnered little attention at the time, I thought it was worth keeping track of. I went back to check up on the situation at Lambert recently and to see if anything had changed, and was surprised to see that Novaya Gazeta had also been interested in the subject. I won’t go into all the details of how I found this information initially, but Novaya came into it from a different angle than I did last year.

First some background on Lambert Energy Advisory and its activities. One of the board members is Onursal Soyer. According to his biography:

“LEA [Lambert Energy Advisory] is a leading advisory firm to the global oil and gas industry and, since its inception, has been involved in more than $60 billion worth of transactions for major companies such as Statoil, Petronas, BP and Wintershall. Some recent transactions, on which Lambert Energy Advisory was a core Advisor, included acting for BP on its $28 billion deal in Russia (whereby BP became a c. 20% shareholder in Rosneft), acting for Statoil on four large divestments of North Sea assets to Centrica, Wintershall and OMV worth over $7 billion and acting for Wintershall on its UK and Norwegian divestments. LEA has been actively involved in the Middle East oil and gas sector and has advised on several deals mainly in the Kurdistan Region of Iraq. LEA was also advisor in major infrastructure deals in NW Europe, including assets like Dragon LNG regasification terminal in the UK, the Norwegian offshore gas transmission network, Gassled, and the Central Area Transmission System (UK’s largest offshore gas transmission pipeline).

Now to Novaya Gazeta‘s interest in the firm. The article begin by discussing Warnig’s background (which as I’ve said before, I think most people are familiar with). How much is fact, and how much is myth, I’m not entirely sure. What we do know is that Warnig was definitely Stasi (Novaya shares the documents proving it), and that he worked at Dresdner Bank in the 1990s. The official story is that Warnig met Putin while doing business in St Petersburg. Rumor also has it that Warnig aided the Putin family after Lyudmila Putina had a car accident in 1993 and needed medical help. There’s also the story that Warnig and Putin met in East Germany, but I suspect this is more myth than reality and the confusion comes from the similarities between the names Dresden and Dresdner.

Novaya’s concern is over possible improprieties related to Lambert’s firm advising BP on the deal it made with Rosneft in 2012. Under that deal BP took “…$16.7bn in cash and a 12.5% stake in Rosneft in return for its 50% stake in the TNK-BP venture.”

Warnig became the co-owner of the British consulting company Lambert Energy Advisory in 2008 – this is not only a classic British office on the 4th floor of an old brick building on Hill Street in the central London area of Mayfair just 300 meters from Hyde Park, but it also has famous founders and managers. The company was founded by Lord Rockley, an aristocrat who was an advisor to Her Majesty’s government in privatizing the state-owned British Telecom (the £4 billion deal involving 2.3 million private shareholders was completed in 1984).

In the mid-1990s, Lord Rockley was chairman of the British investment bank Kleinwort Benson, and his business partner, co-founder of Lambert Energy, Philip Stephen Owen Lambert, also worked there. [Rockley] died at the end of 2011. The main owner of the consulting company Lambert Energy is now Philip Lambert and his family.

Novaya continues:

Excessive publicity and even a website [for the company] are not needed. the consultations are strictly confidential, and the composition of shareholders guarantees their popularity – among them the former head of the Ministry of Energy of Norway Tore Sandvold, and a former British diplomat, former special advisor to the oil and energy gas giant BP Sir Jeremy Greenstock. He is also chairman of Lambert Energy.

How the British aristocrats met Warnig, and why he became a co-owner of their company, neither the representative of Warnig, nor Lambert Energy answered. But given that Dresdner Bank, where Warnig worked, bought Kleinwort, where Lambert and Lord Rockley worked in 1995 (for $1.6 billion) they could have had points of contact and occasions to meet.

Novaya asked Lambert about Warnig’s involvement with his firm, and got the following response:

Philip Lambert replied only that since 2008, Warnig was “an exemplary, proven, and long-term shareholder of Lambert Energy”… and invited them to visit the office on occasion.

Warnig owns 12% in consulting Lambert Energy through his Swiss firm Interatis AG. This was also confirmed by a representative of Warnig…

Concerning any improprieties, Novaya writes:

[Lambert] and BP do not want to answer questions about why Lambert Energy was chosen as a consultant, and whether Matthias Warnig, a member of the board of directors of the state-controlled Rosneft, was involved. They also do not answer the question of whether or not Warnig did anything during the period of these consultations.

But they continue:

It’s not just about his acquaintance with high-ranking Russian officials, but also about business. If one of Warnig’s Swiss firms – Interatis AG owned 12% of the BP consultant [i.e. Lambert] in the deal with Rosneft, then another company – Interatis Engineering in 2014 participated in a joint pharmaceutical project with the Moscow company, Artpol Holding, [belonging to] Sergei Shmatko. “Artpol” and Interatis held 10% of the producers of anti-tumor drugs… The total revenue of these pharmaceutical companies exceeded 1.2 billion rubles over a 5 year period. Prior to this, Shmatko was Minister of Energy during the conflict between BP and the Russian shareholders [ed. Alfa, Access, Renova]. And if Deputy Prime Minister Shuvalov opposed the deal between BP and Rosneft, Minister Shmatko in 2011 publicly announced that it would be implemented.

The board of directors of Rosneft approved the deal with BP in November 2012, and by 2013 it was completed.

Others were not so willing to answer Novaya’s questions:

The representatives of Warnig, BP, Lambert Energy, and Rosneft do not answer detailed questions, whether there was a conflict of interest in this story and how much a member of the board of directors of Rosneft, Warnig, earned because the company advised BP with his participation.

A spokesman for Warnig told Novaya Gazeta that “his participation in the affairs of Lambert Energy is limited solely to his role as a minority shareholder” and that “he does not have any managerial or supervisory position in the company,” and that his “financial benefit consists solely in receiving dividends, which are set by the decision of the general meeting of shareholders of Lambert Energy.”

This is technically a true statement. Warnig has never been a member of the board at Lambert’s firm. And it is unclear who is acting in his interests on the board given the fact that he is the second largest shareholder after the Lamberts. Warnig is likely receiving some dividends, according to Lambert’s own accounting, but it’s unclear exactly how much. For example, last year Lambert paid out £1,596,975 in dividends. Of that, £1,402,138 went to the company’s board of directors. The majority went to Philip Lambert as the largest shareholder. It seems likely that Warnig got at least a portion of the remaining £194,837.

“Mr Warnig attaches paramount importance to good faith conduct of business in accordance with the standards of corporate governance and prevention of conflict of interests. This also applies to his minority participation in Lambert Energy,” assures Warnig’s representative.

And:

“We observe strict standards of confidentiality with regard to our clients and our business, and we have neither the will nor the opportunity to discuss your detailed questions,” said Philip Lambert… emphasizing the rigidity of the company’s standards and control procedures.

BP replied:

“The work that Lambert Energy performed for us is confidential, and we cannot comment on it,” a BP spokesman told Novaya Gazeta without answering questions about Warnig’s role in the deal with Rosneft.

And, of course, there was no response from Rosneft.

Experts find it difficult to assess what could be the fee for consulting the framework of such a transaction.

“It can be very expensive… The uniqueness of the composition of consultants and potential to influence the situation usually directly affects the amount,” Paragon Advice Group partner Alexander Zakharov shares his opinion.

According to Lambert’s accounting, the firm had a turnover of £12,413,790 in 2012, and a turnover of £11,904,880 in 2013. How much of that was from the consulting done for BP and how much was from other work is not laid out.

At the time of the transaction, Rosneft approved a policy on combating corruption: the company had to collect and verify the information, in particular, about the possible conflict of interests.

“The board of directors of Rosneft has agreed to a deal with BP in 2012. Warnig – a member of the board of directors of Rosneft and a person with great connections, was simultaneously a shareholder of the BP consultant firm. And then took up business with a man who at the time of the deal was the Russian Minister of Energy. All this could form a conflict of interest.” The general director of Transparency International Russia Anton Pominov shares his opinion.

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