India and Singapore: the Hermes purchase, Projekt Ring and the Singapore cases

analysisOn 27 October 2015 Wirecard AG signed agreements to acquire the payment business of the Great Indian (GI) Retail Group: all of Hermes I Tickets Pte. Ltd., GI Philippines Corp. and Star Global Currency Exchange Pte. Ltd. and 60% of GI Technology Private Limited, for EUR 230 million in cash plus up to EUR 110 million depending on 2015–2017 results. It consolidated the three wholly owned companies from 30 December 2015 because a trust arrangement already gave it control, and acquired GI Technology at 60% from 1 March 2016. ESMA, summarising press reports, states that the key assets had been valued at EUR 46 million a year earlier and that a fund, EMIF1A, had paid USD 37 million for Hermes only six weeks before bundling it into the transaction; according to a magazine cited by ESMA the price of up to EUR 340 million was 49 times pre-tax earnings, and FREP told ESMA it included a EUR 110 million earn-out. Wirecard disputed critical reporting at the time, and no court has ruled on the price. Former minority shareholders of Hermes later sued their former co-shareholders and Wirecard AG in the United Kingdom, claiming they had received too little, and an Indian company also sued Wirecard in March 2019. ^{1 2 3}

analysisIn early summer 2016, according to the special investigators, EY learned of a conversation between an EY India audit partner and Hermes' chief financial officer, summarised in a whistleblower memo: the seller, Emerging Fund1A, had itself bought the group a few months before the deal, Wirecard "senior management" was directly or indirectly involved in the fund and would receive the EUR 110 million earn-out, revenue would have to be fabricated to meet the targets, and these mechanisms were said to be directed by Stephan von Erffa. The management board stated that it had no interest in Fund1A, and EY accepted these statements; the allegations about von Erffa's role were left unexamined. On 8 September 2016 Burkhard Ley agreed to disclose his personal finances, but on 12 September he told the auditor he would neither do so nor be interviewed, which EY treated as an indicator of possible management involvement. The same day the board instructed EY's forensic service to carry out "Projekt Ring", a sample-based check of revenue with a review of e-mails and optionally of personal finances; the working papers show no notable work until February 2017. ¹

analysisOn 2 February 2017 EY proposed a simplified procedure because Wirecard had failed to provide a reliable transaction database, and Marsalek and Ley agreed. On 16 March EY wrote to Ley that revenue booked in 2015 and 2016 at Hermes was not adequately evidenced as to amount, substance and timing, that it significantly affected the earn-outs, and for the first time raised a possible qualification of the opinion. On 29 March 2017 it told Braun, Ley, Marsalek and the supervisory board chairman Wulf Matthias that it would qualify its opinions on the 2016 accounts unless it received evidence on more than 20 open questions, mainly about the whistleblower's allegations; at a "Ring Meeting" the next day Ley said additional questions were not feasible. Around that time the memos and e-mails by which the auditor confirmed the recoverability of disputed receivables were prepared or supplied mainly by Marsalek and Ley. At a meeting with EY on 3 April, according to EY's minutes as the special investigators summarise them, Braun said that interested parties were putting Wirecard under pressure with targeted false reports, that the Indian allegations reflected personal animosity and that additional transactions could affect the earn-out as long as this was in Wirecard's interest; he did not address the other allegations in substance. ¹

analysisOn 4 April 2017 EY's forensic service recorded indicators of a targeted increase of EBITDA, that is fictitious revenue, at Hermes, while three allegations, instructions by von Erffa to Hermes' accounting, senior management's involvement in the seller and an attempt to bribe the auditor, remained unexamined; EY put the effect of including interest and tax accounts in Hermes' EBITDA on the earn-out at about EUR 13.6 million but accepted the treatment, citing among other things that the due-diligence provider had not objected. The open allegations were never investigated to a conclusion. The same day, one day before the opinion date, EY received balance confirmations for two receivables of Wirecard Singapore totalling about EUR 6.2 million, whose recoverability EY Singapore had doubted; the confirmation for the debtor Centurion was signed by a person who also held a position at the partner PayEasy. EY nevertheless issued unqualified opinions on the 2016 consolidated accounts on 5 April 2017 and on the individual accounts on 25 April, based mainly on statements by the management board. According to the Federal Court of Justice, Projekt Ring concerned the acquisition of three Indian companies at allegedly or actually inflated prices and was broken off in 2018 at the management board's insistence; an EY working paper of March 2018 records that Marsalek had wanted to end it as early as autumn 2017 and that the forensic team had repeatedly failed to obtain, or obtained only late, the documents it needed. ^{1 2}

analysisIn spring 2018 a whistleblower reported irregularities in the local accounting department in Singapore, and Wirecard instructed the law firm Rajah & Tann, whose preliminary report is dated 4 May 2018. According to Wirecard's 2018 annual report, allegations of round-tripping, corruption, money laundering and deceiving regulators were not confirmed, but Singapore authorities were continuing their investigations and individual employees' criminal liability could not be ruled out. The Financial Times reported from 30 January 2019, as ESMA summarises, that a senior executive of the Singapore subsidiary was suspected of using forged and backdated contracts, that the law firm's preliminary report pointed to serious offences of forgery and that USD 37 million appeared to have moved in and out of Wirecard subsidiaries and outside businesses. Wirecard rejected the reports at the time; its 2019 prospectus summarised the firm's updated findings of 26 March 2019, assisted by Control Risks, as limited to EUR 2.5 million of 2017 revenue wrongly recognised under a sham contract and EUR 2.3 million entered in a subsidiary's ledger of old receivables. Singapore police later charged three former employees of Wirecard Asia Holding and a director of another company, and two of the former employees were convicted of criminal breach of trust in June 2023. ^{1 2 3 4 5}

analysisIn note 2.7 of its 2018 accounts Wirecard corrected retrospectively, in connection with the Asian investigations, errors in 2017 revenue recognition: software purchase and sale transactions of about EUR 10.0 million had been recorded in the wrong group units with an intermediary as counterparty, and the net effect on profit after tax was a reduction of EUR 3.6 million. ESMA notes that the adjustments reduced net assets by EUR 8.5 million at the start and EUR 4.8 million at the end of 2017 and that, according to the press, the Singapore transactions concerned totalled EUR 37 million in 2015–2018. The 2019 half-year report moved a software transaction of EUR 2.5 million from 2017 into 2018 and reduced first-half 2018 revenue and costs of Citi portfolios in Asia-Pacific not yet transferred by EUR 21.0 million. ^{1 3 6}

analysisThe Singapore Police Force announced on 17 August 2022 that, after the Commercial Affairs Department investigated Wirecard Asia Holding Pte Ltd and Wirecard Singapore Pte Ltd, three former employees of Wirecard Asia Holding and a director of another Singapore company were charged with criminal breach of trust for allegedly conspiring between May and December 2018 with Edo Kurniawan, then the company's vice president of controlling and finance, to misappropriate sums of $41,200 to $100,000, the release not naming the currency, and with related offences including the falsification of four invoices; these were charges, not findings. On 20 June 2023 two of them, the international finance process manager James Aga Wardhana and the head of finance Chai Ai Lim, were convicted and sentenced to 21 and 10 months' imprisonment. Kurniawan, who left Singapore before the investigation began, is at large, with a warrant of arrest and an INTERPOL red notice issued against him. A business directory records both Wirecard Asia Holding (UEN 201429281D) and Wirecard Singapore (UEN 199906900E), at 1 Raffles Quay, as dissolved by members' voluntary winding-up. ^{1 2 3 4}