A state of emergency has been declared at the listed wholesaler B&S. The CEO leaves immediately, and majority shareholder Willem Blijdorp gives up his supervisory position. In addition, an internal investigation found that B&S officials crossed the line in some related party transactions. And then there is another loss of millions because B&S does not get a bill paid.
A statement from B&S that read like a pile of bad news just before the opening of trading on Monday. With the new tidings of doom, the chaos at B&S has reached a new high for now.
An internal investigation found "certain issues about the company's governance that are forcing it to be more open in its 2022 financial statements." According to B&S, this is, in any case, a series of transactions that B&S did with related parties. Some of these also involved B&S senior management. According to the trading house, these transactions violated its policy, which should prevent conflicts of interest. The investigation has not yet been completed.
In any case, CEO Tako de Haan and Willem Blijdorp are not waiting for the outcome and have resigned immediately. Bas Schreuders, who has been responsible for legal affairs on the board until now, will take over De Haan's duties. Bert Tjeenk Willink, appointed as an independent supervisory director in December, will move on to the vacant position of Blijdorp and become vice-chairman of the supervisory board. Chairman of the Supervisory Board is Derk Doyer, appointed in December, former director of SHV and former supervisory director of Ahold, Corio, and Lucas Bols.
It has been rumbling at the top of B&S for some time. In December, chairman of the Supervisory Board Van Barneveld was fired after a meeting behind closed doors in Luxembourg at the insistence of Blijdorp. Co-commissioner Kitty Koelemeijer then also left out of solidarity. Shortly before that, the two supervisory directors had barricaded a takeover attempt by Blijdorp because, among other things, they thought the offer price was unfair.
Investors voted with their feet on Monday, February 20. In afternoon trading, the company listed on the Amsterdam small cap index was more than 13 percent lower at 4.32 euros.
The fact that this is a serious matter is also evident from the fact that B&S is canceling the publication of the annual results planned for next week. This rarely happens with listed companies.
In 2013 Imtech had to postpone the annual figures after the first indications of irregularities in Polish projects came to light. Abroad, payment company Wirecard (2019 financial statements) and furniture company Steinhoff failed to complete their annual figures in time.
It seems plausible that auditor Deloitte does not want to sign the annual accounts now. Presumably, he wants to perform additional audit work to clarify the exact nature of the transactions and whether other issues have arisen. He will also want to determine which points the internal control has functioned insufficiently, what measures B&S has taken, and whether the company and minority shareholders may have been disadvantaged by transactions.
In the auditor's report on the 2020 financial statements, Deloitte reported for the first time that transactions with related parties were an important point of attention during the audit, a so-called key audit matter. In the 2021 financial year audit, risks related to possible non-business transactions with related parties were again a critical audit matter. This is also a rarity among listed companies.
The ball started rolling with various publications in the media in recent months about the activities of the founder, controlling shareholder, and supervisory director, Willem Blijdorp.
The trading house did not report when B&S started the internal investigation, what involvement auditor Deloitte has in this, and whether other (forensic) parties may have flown in. The research is intended for "a careful assessment of the internal control framework and governance practices."
The appointment of two new supervisory directors at the end of December - after Blijdorp had dismissed both of their predecessors - may have served as an additional catalyst to take a closer look at some issues.
The year-end closing of 2022, including the signature of house accountant Deloitte, was expected to be challenging. The collection of red flags has expanded in recent years, in particular, due to various affairs in 2022.
These affairs all originate from the close interdependence between B&S and major shareholder, founder, and - until today - supervisory board member Willem Blijdorp. For example, Blijdorp earned millions last year by selling articles to B&S and renting out real estate.
But last year, after a series of scandals, the group was discredited. At the beginning of 2022, Blijdorp was in the news after allegations of theft, forgery, and threats, among other things. In response to questions from investors, the company mainly dismissed that as a private matter.
Het Financieele Dagblad later revealed that B&S was involved in private investments by Blijdorp in Iran in 2015. The involvement of B&S officials in these investments could put the company in a difficult position, for example, concerning risks of sanctions by the United States (US).
In addition to this issue, the FD reported that B&S CEO Tako de Haan had received a loan from Willem Blijdorp's investment vehicle, Sarabel, to finance his home. All these actions were not in the annual report.
Willem Blijdorp remains the controlling shareholder, with approximately 67 percent of the shares. His son, Leendert Blijdorp, will retain his position as supervisory director.
In the press release, B&S states that "there is no reason to believe at this stage that these issues will have a material impact on B&S's 2022 financial results and financial position."
That may be so; however, it is worrying that B&S is taking an additional provision of 6 million euros on a dubious customer in the Middle East. At the half-year figures in August, 7.5 million euros had already been set aside in connection with this problem.
During that half-year results presentation, CEO De Haan and CFO Peter Kruithof, who left in October, only got one question, asked in various variants: how could this go wrong? There was no clear answer.
According to CFO Kruithof, "it was a one-off item." So B&S now has to come back to that. The trading house is still evaluating whether an additional provision of 3.4 million euros should be made concerning an outstanding claim against another customer.
The three provisions add up to almost 17 million euros. That is a serious amount for the trading house that made a net profit of fewer than 40 million euros in 2021. Increased Loss Reserves also force B&S to lower its profit forecast. The target was an operating result (EBITDA margin) of "approximately 5 percent" in 2022, which will now be between 4.2 percent and 4.5 percent. In 2021, this margin was still 6.2 percent.
B&S emphasized with the half-year figures that it is normally hedged against these payment risks. The B&S annual report also mentions a "strict internal risk management policy." All transactions should be secured by credit insurance, prepayment, or letter of credit.
In November, the VEB sent several letters of inquiry to B&S in connection with a shareholders' meeting at which the dismissal of former chairman of the Supervisory Board Jan-Arie van Barneveld was on the agenda. This also included eight questions to clarify the remarkable provision. B&S's answer to each question was the same: "As this question is not related to the meeting, B&S will not be commenting on this, but we refer to the forthcoming publication of full-year 2022 results".
These have now been postponed, adding another chapter to the turbulent existence of B&S on the Amsterdam stock exchange.
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A loss of more than $13 million at B&S in Dubai, where a son of Quote 500 member and owner Willem Blijdorp is sales director, triggered the current governance crisis at his listed tax-free empire. This is evident from research by Quote.
A state of emergency has been declared at the listed wholesaler B&S. The CEO leaves immediately and major shareholder Willem Blijdorp gives up his supervisory position. In addition, an internal investigation found that B&S officials overstepped the mark in some related party transactions. And then there is another loss of millions because B&S does not get a bill paid.
B&S did release its fourth-quarter figures for last year on Monday, in which it made a provision of $6 million. This is in addition to the $7.5 million that wholesalers had already taken in the first half of the year for a so-called 'bad debt'. There is also a second bad debt, for which a provision of up to $3.4 million may have to be taken.
Lawyers of ex-billionaire Willem Blijdorp sent private detectives after another lawyer.
Private detectives had to observe a former resident lawyer of Blijdorp and his company B&S.
Blijdorp lawyers also seized all information in the office of the former house lawyer.
B&S divisions Kamstra and PHI traded inverted blood tests according to the court in The Hague.
An unpublished judgment shows that the companies must hand over illegally obtained profits.
The reseller of the counterfeit packaging tests, H&H Wholesale, must pay US $26.5 million in damages.
According to the court in The Hague, companies of the listed Dutch wholesale group B&S are guilty of illegal international trade in counterfeit blood tests.
Willem Blijdorp, the big man behind the B&S stock exchange fund, appears to provide large mortgage loans to the cultural elite and convicted money launderers through a foundation. The Vereniging van Effectenbezitters believes that B&S should have reported this because Blijdorp owns 67% of the shares of B&S. 'You want to know from him in what kind of environment he operates in business, whether dependencies are created.'
The CEO of B&S received a million-dollar loan from the vice-chairman of the supervisory board. This is not in the annual reports.
- B&S withholds a loan of millions that the CEO received from Commissioner Willem Blijdorp.
- The CEO's private home serves as collateral for the loan.
- It gives 'the appearance of a potential conflict of interest', says investor club Eumedion.
- United Against Nuclear Iran denounces Iranian interests B&S CEO Blijdorp.
- US watchdog speaks of 'clear violation of Iran sanctions'.
- UANI is led by leaders such as Joseph Lieberman, Jeb Bush, John Bolton and ex-Mossad chiefs.
- Nine employees of the B&S were involved in Iranian investments by CEO Willem Blijdorp.
- Lawyers warned him of the risk of his Iranian interests violating sanctions.
- Investors' association VEB denounces the entanglement of B&S interests with private affairs of the CEO.
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