Victory Life and Pension Assurance Company Limited (in Liquidation) First Report to Creditors. 23 January 2015

Transcription

1 Victory Life and Pension Assurance Company Limited (in Liquidation) First Report to Creditors 23 January 2015

2 Contents / Glossary of terms Contents Glossary of Terms Page Introduction 2 BCA BVI Business Companies Act 2004 Executive summary 3 BVI British Virgin Islands Background 5 Pre-appointment 6 the Court The Eastern Caribbean Supreme Court, High Court of Justice British Virgin Islands (Commercial Division) IA British Virgin Islands Insolvency Act, 2003 Actions upon appointment 7 Books and records & Company information 11 Assets 12 Creditors 13 The Joint Liquidators Victory Life / the Company IFA Russell Crumpler and Kris Beighton Victory Life and Pension Assurance Company Limited (in Liquidation) Independent Financial Advisor Investigations 14 Fees 15 Next steps 16 Appendices 1. Register of Directors 2. Register of Shareholders 1

3 Introduction The contacts at KPMG in connection with this report are: Russell Crumpler Restructuring Director, KPMG (BVI) Limited Tel: Fax: victorylife@kpmg.vg Emily Titchmarsh Restructuring Manager, KPMG (BVI) Limited Tel: Fax: victorylife@kpmg.vg Private and confidential 23 January 2015 To the Creditors and policyholders of Victory Life and Pension Assurance Company Limited (in Liquidation) Dear Sir / Madam, Victory Life and Pension Assurance Company Limited (in Liquidation) ( Victory Life ) BVI Company Number: First Report to Creditors and Policyholders As you are aware, on 25 November 2014, Russell Crumpler and Kris Beighton were appointed as Joint Liquidators of Victory Life by Order of the Eastern Caribbean Supreme Court in the High Court of Justice, Virgin Islands (Commercial Division) (the Liquidation Order ) This report serves to provide an update on the progress of the Liquidation to the creditors and policyholders of Victory Life in accordance with section 226 of the BVI Insolvency Act, Should you have any questions on any aspect of this report please do not hesitate to contact either my colleague Emily Titchmarsh or myself on Alternatively we can be reached by at victorylife@kpmg.vg. Yours faithfully, Russell Crumpler Joint Liquidator 2

4 Executive Summary Background Please refer to page 5 The Company was incorporated in the BVI on 2 November 1988 and re-registered on 29 November The Company s registered agent was Harneys Corporate Services Limited until their resignation in July The sole director of the Company at the date of the appointment of Joint Liquidators was Bengt Weijdegard. Bengt Weijdegard subsequently resigned as director on 15 December The Company s authorised share capital is understood to be 250,000 shares with a par value of US$1 each. Riverstream Group Ltd. is the sole shareholder of Victory Life. It is understood that Bjorn Rolfsson and Bengt Weijdegard are the shareholders of Riverstream Group Limited. Victory Life is currently cash flow insolvent and since 2011 it s assets under management declined by 65%. Pre-appointment Please refer to page 6 Actions upon appointment Please refer to page 7 to 10 Books and records Please refer to page 11 In breach of British Virgin Islands legal requirements, Victory Life did not have a registered agent; didn t appoint an actuary approved by the Financial Services Commission; and was without an auditor. The BVI FSC also had significant concerns about the prosecution of two of the Company s principals for serious tax fraud in Sweden arising from the conduct of Victory Life s business. This prosecution has led to custodial sentences which are currently under appeal. Furthermore, Victory Life s insurance manager in the British Virgin Islands resigned and was not replaced; its specific policy holder assets and corresponding specific policy holder liabilities accounts were declining; and, the BVI FSC received several complaints and adverse reports about how Victory Life was conducting its business from both policyholders and foreign regulatory authorities. The Company was placed into provisional liquidation on 21 October The Company was then placed into liquidation on 25 November 2014 on the grounds that it was just and equitable and in the public interest to do so. Notice of the Joint Liquidators appointment has been provided to those stakeholders of the Company of whom the Joint Liquidators are aware. Notice of the Joint Liquidators appointment has been advertised in the British Virgin Islands, Norway and Sweden. A first meeting of creditors was held on 16 December There were no creditors present (either in person or by proxy) at the first meeting of creditors, a quorum was not present within 30 minutes and the meeting was declared inquorate. The Joint Liquidators took steps to protect and preserve the assets of Victory Life and determine the basis on which those assets were held. The Joint Liquidators then made an application to the BVI Court for directions as to how those assets should be treated and distributed. The Joint Liquidators have been able to secure the Company s statutory books and records from the Company s registered agent. Further books and records of the Company have been provided by the Administrator and other third parties. In contravention of the IA, no Statement of Affairs of the Company has been provided by Bengt Weijdegard or Bjorn Rolfsson. (despite requests that they do so). 3

5 Executive Summary (continued) Assets Please refer to page 12 Creditors Please refer to page 13 Investigations Please refer to page 14 Fees Please refer to page 15 Next steps Please refer to page 16 The majority of Victory life s assets are directly attributable in the books and records to individual policyholders. On appointment, Victory Life had less than US$100,000 in its bank account which was not attributable to policyholders. Victory Life has a debtor balance of US$1.75m. The Joint Liquidators are investigating whether these books debts are recoverable. As part of the Liquidation Order, the applicant (the BVI FSC) were granted the costs of the application to appoint a Provisional Liquidator and Joint Liquidator, out of the Company assets of the Company, in priority to the unsecured creditors of the Company. Five service providers have submitted unsecured claims in the liquidation of the Company. The Joint Liquidators are also aware of a number of potential other liabilities of the Company. In the Joint Liquidators opinion further enquiries are desirable with respect to matters connected with the insolvency of the Company and the conduxct of its business and affairs. The fees of the Joint Liquidators, the Joint Liquidators' staff and advisors from the date of the appointment as JLs to 31 December 2014 are US$390,473. The key next steps in the liquidation are to: - determine if a sale can be achieved; - work with policyholders with outstanding objections to put those objections before the Court; - assuming no objections result in the Court changing their determination the Joint Liquidators will commence the distribution process. 4

6 Background The Company was incorporated on 2 November The sole director at the time of appointment was Bengt Weijdeard. The ultimate beneficial owners of the Company are believed to be Bjorn Rolfsson and Bengt Weijdegard. The Company is understood to have c. US$115 million of assets under management. This is a significant decrease from a high of US$325 million. Incorporation The Company was incorporated on 2 November Victory Life was then re-registered on 29 November 2007 in compliance with the new BCA. The Company s registered agent was Harneys Corporate Services Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. The registered agent resigned on 30 July Directors The Company s sole director at the time of appointment of the Joint Liquidators was Bengt Weijdeard. The sole director resigned on 15 December 2014 citing ill health. Two of the Company s principals have been prosecuted for serious tax fraud in Sweden arising from the conduct of Victory Life s business. This prosecution has led to custodial sentences which are currently under appeal. A copy of the Company s register of directors is shown at Appendix 1 of the report. Shareholders A copy of the Company s registers of shareholders is shown at Appendix 2 and Appendix 3 of the report. There is some confusion in the Company s records as to the Company s share capital. According to the audited financial statements the authorised and issued share capital is 250,000 shares of US$1 each which has been paid. Riverstream Group Ltd. is the sole shareholder of Victory Life. It is understood by the Joint Liquidators that Bjorn Rolfsson and Bengt Weijdegard are the shareholders of Riverstream Group Limited. Purpose The Company s main purpose was to issue a product colloquially known as an insurance wrapper. An insurance wrapper is a financial instrument that allows a policyholder to place specified assets with a nominated third party for the benefit of the policyholder or a designated ultimate beneficiary. The Company was licensed by the British Virgin Islands Financial Services Commission (the BVI FSC) to act as an insurance company. The Company has approximately 5,000 active policyholders based in multiple jurisdictions including Sweden, Norway, Finland, China and Cyprus. Financial Position Since our appointment, the Joint Liquidators have determined that the cashflow issues of Victory Life are significantly worse than anticipated. The Joint Liquidators careful review of Victory Life has shown that it is currently cash-flow insolvent and had less than US$100,000 in cash remaining which is not attributable to policyholders. The Joint Liquidators estimate that Victory Life has US$115 million of assets under management. This is a significant decrease from 2011 when the Company had US$325 million of assets under management. 5

7 Actions upon Appointment The Joint Liquidators have provided notice of their appointment to the Company s key stakeholders The Joint Liquidators, in carrying out their duties, have undertaken the following statutory actions since their appointment. Notices of Appointment Notice of the Joint Liquidators appointment was sent to the following parties: The Company; The Registrar of Corporate Affairs; The Director of Insurance at the BVI FSC; The Company s previous registered agents; The Swedish Finansinspektionen; The Norwegian Finanstilsynet; The directors (including individuals who the Joint Liquidators determined may be de facto directors); The Company s legal counsel in Sweden; The Company s auditors The Company s banks and brokers; The Company s independent financial advisers; The Company s service providers the Joint Liquidators were made aware of, including but not limited to those providing assurance, administration and management services; The Company s consultants; and All known potential creditors. A notice of the Joint Liquidators appointment was also published on the Victory Life website, the BVI FSC website and the Swedish Finansinspektionen s website. 6

8 Actions upon Appointment The Joint Liquidators have advertised their appointment in BVI, Sweden and Norway. A first meeting of creditors was held on 16 December Advertising of Appointment In accordance with the IA s178 and rules 31 and 32, advertisements of the Joint Liquidators appointment were placed in the Virgin Islands Official Gazette, the BVI Beacon and in relevant publications in Norway and Sweden. As well as providing notice of the Joint Liquidators appointment the advertisements invited creditors to submit claims in the liquidation of the Company for adjudication and notified creditors of the date of the first meeting of creditors along with the relevant R184 claim form, proxy form and consent to be a member of the creditors committee. Policyholders of the Company were also requested to review the Company s website for information with respect to the policies they hold with the Company. The Joint Liquidators have tried to ensure that policyholders are informed of the steps taken with respect to the Company. A notice was placed on the Company website almost immediately on the appointment of the Joint Liquidators. A specific address was set-up to facilitate the ease of communication with stakeholders. A frequently asked questions report was produced to assist policyholders and creditors in understanding the consequences of the Liquidation of the Company. First Meeting of Creditors A first meeting of creditors was held on 16 December 2014 in accordance with the IA. There were no creditors present (either in person or by proxy) at the first meeting of creditors, a quorum was not present within 30 minutes and the meeting was declared inquorate. 7

9 Actions upon Appointment (continued) The Joint Liquidators primary focus has been to take possession of and protect the assets of the Company and to investigate the legal basis by which assets are held by policyholders. The Joint Liquidators have also undertaken the following actions since their appointment: Taken control of the Company On the appointment of the Joint Liquidators the powers of the Company s director s ceased and complete control of the Company, including its assets, was assumed by the Joint Liquidators. The Joint Liquidators also took steps to revoke Powers of Attorney issued by the Company. Protect and preserve assets of the Company Immediately on appointment, the Joint Liquidators took steps to freeze all of the bank accounts of the Company held in UK, Sweden, the BVI, Norway and Luxembourg. The Joint Liquidators further ensured that control of these bank accounts was obtained as soon as the banks had received and confirmed all the necessary due diligence documents. The Joint Liquidators obtained investment contacts and fund administrators details and, with the assistance of the Administrator and various consultants, have taken steps to inform these key parties of the Joint Liquidators appointment and control. The Joint Liquidators and their staff have subsequently been liaising with investment contacts, fund administrators and banks on a one-onone basis to ensure that the Joint Liquidators have a clear understanding of the assets of the Company. The Joint Liquidators, working with a number of policyholders, took steps to realise some assets which were at immediate risk of significant deterioration in value, for example where an option has been taken out where the potential loss was not directly correlated to the investment. Understand the assets of the Company The Joint Liquidators have taken a number of steps to investigate the asset base of the Company. The amount of assets valued at zero in Victory Life s books and records is substantially larger than the available evidence had initially suggested. The number of assets which appear to be overvalued in Victory Life s books and records is also substantially higher than the available evidence had initially suggested. Determination of basis of how assets are held In order to ensure that the interests of all of the Company s policyholders are protected on an equitable basis and that other stakeholders including creditors are protected, the Joint Liquidators conducted investigations into the Company s affairs, including the legal basis on which assets are held by policyholders and whether assets are held solely for specific policyholders or whether all assets are to be pooled for the benefit of all policyholders. The Joint Liquidators then made an application to Court for directions as to how these assets should be treated and distributed. For more details on the Court s determination see page 11. 8

10 Actions upon Appointment (continued) The Joint Liquidators primary focus has been to take possession of and protect the assets of the Company and to investigate the legal basis by which assets are held by policyholders. Reviewed all agreements in place with Victory Life The Joint Liquidators have reviewed the various service provider agreements of the Company and, where, appropriate have taken steps to issue new agreements. Sale of Business The Joint Liquidators have been in contact with a number of parties who have expressed an interest in acquiring Victory Life. The Joint Liquidators also note that prior to the liquidation, Jan Ahlstrom (on instructions of the Finansinspektionen) had been appointed by Victory Life to act as its legal representative in Sweden. Jan Ahlstrom had also sought a purchaser for Victory Life but was not successful. The Joint Liquidators are in confidential negotiations with several companies who may be interested in purchasing all of Victory Life s assets and associated policyholder liabilities for consideration. The Joint Liquidators had asked interested parties to submit offers for the business by no later than close of business on 19 January We have also asked interested parties to confirm their existing regulatory status with regards to the types of insurance products offered by Victory Life. We have informed them that we will most likely require the consent of the Swedish Finansinspektionen, the Norwegian Finanstilsynet and the BVI Financial Services Commission to agree to the assets of Victory Life and its policyholders being sold to a purchaser. We continue to believe that a sale of Victory Life s assets and associated policyholder liabilities is in the best interests of all policyholders. However, it is a difficult proposition for any purchaser. Particularly, as a result of factors such as: - the wide variety of assets which Victory Life holds; - the multijurisdictional nature of those assets; - the multiple jursidictions policyholders are based in (which are often different from the jurisdictions of assets associated with those policyholders); - the high historic cost of running Victory Life; - the cashflow insolvency of Victory Life; - the withdrawal, over the last two years, of a significant proportion (c.2,400 policies) of the higher value policies of the Victory Life; and - the serious historic irregularities in the management/compliance of Victory Life. If no sale can be agreed before 26 January 2015 (assuming there are no outstanding objections) the Joint Liquidators will commence working with policyholders to distribute assets. Whilst a sale may still be possible after 26 January 2015, we expect that substantial volumes of policyholders will wish to exit Victory Life in the first quarter of 2015 and we will have no grounds on which to prevent their departure. 9

11 Books and Records and Company Information The Joint Liquidators were able to retrieve statutory books and records of the Company from the Company s registered agent located in the BVI. Registered Agent On appointment of the Joint Liquidators the Company s former registered agent was requested to provide all of the Company s books and records that they held on file. Following the delivery-up and subsequent analysis of those records the Joint Liquidators were able to: confirm the details of the Company s current ownership and directors; conduct a full review of the Court documents served on the Company; and review the additional information held in the registered agent s files. Other sources of information The Joint Liquidators have also obtained information, books and records from the Financial Services Commission. Assurance Services and various consultants have worked with the Joint Liquidators to provide key information. All of Victory Life's records showing which assets are attributable to which policy are held in a complex electronic database maintained by an external service provider. This information has assisted the Joint Liquidators in an initial assessment of: the policyholders of the Company; the assets of the Company; the agreements with the Company; potential creditors of the Company; the background of the Company; events prior to the appointment of the Joint Liquidators. Statement of Affairs A request for a Statement of Affairs of the Company has been sent to Bengt Weijdegard and Bjorn Rolfsson. The deadline for completion specified on the prescribed form was 31 December No Statement of Affairs have been received by the Joint Liquidators in direct contravention of the IA. 10

12 Assets The majority of Victory life s assets are directly attributable in the books and records to individual policyholders. On appointment Victory Life had less than US$100,000 in its bank account. Victory Life has a debtor balance of US$1.75m. The Joint Liquidators are investigating whether these books debts are recoverable. Assets attributable to policyholders Following their investigations, the Joint Liquidators applied to the BVI Court seeking orders confirming the legal basis on which the Company s assets are held, and, consequently, directions as to how those assets should be distributed among policyholders and other stakeholders. Following the Joint Liquidators submissions, the BVI Court has directed (subject to what is said on page 15 about objections and about a possible sale of Victory Life), that the Joint Liquidators should distribute assets based on the specific assets attributable to individual policyholders within the books and records of Victory Life. As a result the BVI Court has determined that Victory Life s assets are not to be treated as if they are pooled. The value of assets directly attributable to policyholders in Victory Life s books and records is US$115 million. If the BVI Court had found that all assets were to treated as if they were be pooled, each asset would need to have been valued / liquidated / sold by the Joint Liquidators and the proceeds collected until such a time that they could be distributed to each policyholder / creditor on a pari passu basis (i.e. each individual ranking equally and receiving the same % of value due to them). It is likely that there would need to have been multiple rounds of distributions which would increase costs and it is likely that the process would stretch out over a significant time period. Furthermore, without a complex distribution in specie process, the Joint Liquidators would likely not have been able to transfer specific assets (either to new providers or direct to policyholders) as no one policyholder would hold the right to any specific asset. This would have been particularly problematic with the substantial illiquid assets Victory Life holds. Other assets of Victory Life On appointment, Victory Life had less than US$100,000 in its bank account which was not attributable to policyholders. The majority of these funds have had to be utliised to make essential payments (for example to ensure that the electronic records of VL are maintained) in order to enable assets to be attributed to specific policyholders. Victory Life does have a debtor balance of approximately US$1.75 million. It appears that these are primarily debts for outstanding management fees where assets are illiquid. Whilst the Joint Liquidators will be looking to recover these debts as part of the distribution process, concerns have been raised as to the collectability of these fees and the valuation of illiquid assets used to calculate these fees. Regrettably, it is unlikely that there will be sufficient available assets not directly attributable to individual policyholders to enable a distribution to unsecured creditors to be made. Indeed, the need to holdback a portion of deemed policyholder assets is largely due to the lack of other Company assets. If, as a result of the determination of any objections, a different distribution method is used, the treatment of creditors may be different and this may effect the assets available to distribute to policyholders. 11

13 Creditors Submitted Claims in the liquidation Five service providers have submitted unsecured claims in the Liquidation of the Company. It is understood that there may be a number of other creditors. Expenses of the liquidation As part of the Liquidation Order, the applicant (the Financial Services Commission) were granted the costs of the application to appoint a Provisional Liquidator and JLs, out of the Company assets of the Company in priority to the unsecured creditors of the Company. Unsecured creditors To date, five service parties have submitted unsecured claims in the liquidation of the Company. Four of these are claims by service providers for unpaid fees, one is a claim from Anea. These total US$234,534. The Joint Liquidators understand that a number of other service providers may have claims against the Company. The Joint Liquidators also understand that a significant number of IFAs may have claims against the Company for unpaid commission. The Joint Liquidators further understand that both the Swedish tax authority and Norwegian tax authority may have claims against the Company for unpaid taxes. The Joint Liquidators are also aware that funds may have been mistakenly paid to the Company by a third party who is taking legal action to attempt to compel repayment. Adjudication The Joint Liquidators will only adjudicate the creditor claims submitted in the liquidation should there be sufficient monies in the estate to pay creditor claims. If the Joint Liquidators do adjudicate claims, all creditors will be notified of their claims acceptance and / or rejection in the liquidation and; if they have any objections to the adjudication, will have 21 days to formally raise these. 12

14 Investigations In the Joint Liquidators opinion further enquiries are desirable with respect to matters connected with the insolvency of the Company and the conduct of its business and affairs. Matters relating to the promotion formation and insolvency of the Company The Joint Liquidators initial investigations have determined that there are a number of matters which it may be appropriate to investigate further. These include: Whether the director (and Victory Life s principals) knew or ought to have known that Victory Life was insolvent; Whether actions taken by Victory Life and it s director (and Victory Life s principals) caused a loss to policyholders and / or creditors; Whether Victory Life should have paid funds to IFAs directly from funds which policyholders provided to cover future surrender costs and whether these funds can be recovered; Possible claims under Part IX of the IA Depending on the findings of these investigations the Joint Liquidators will determine whether or not there are recovery actions that should be commenced. Information and documentation from policyholders / creditors If there are any concerns regarding the conduct of the director (and principals of Victory Life) that should be bought to the attention of Victory Life please do let us know by ing victorylife@kpmg.vg 13

15 Fees Total fees incurred by the Joint Liquidators and their advisors to 31 December 2014 are US$390,473. Total time costs incurred to 31 December 2014 by the Joint Liquidators and their advisors, from the date of their appointment, are US$390,473 as detailed in the table below. The Joint Liquidators are required to seek approval of his time costs and disbursements from the Court and no payments have been made to either the Joint Liquidators or their counsel in respect of the fees listed below. Service Provider Jurisdiction Total US$ Joint Liquidators time costs BVI 302,912 Mourants Ozannes time costs and disbursements BVI 60,166 Lindahls time costs Sweden 27,394* Wikborg, Rein & Co Norway 0** Total 390,473 * Converted from Swedish Krone ** Wikborg, Rein & Co have been engaged by the Joint Liquidators to act as Norwegian counsel but as at the 31 December 2014 had incurred no time costs. 14

16 Next Steps The Joint Liquidators will determine if a sale can be achieved. They will also work with policyholders with outstanding objections to put those objections before the Court. Assuming no objections result in the Court changing their determination the Joint Liquidators will commence the distribution process. The key next steps in the liquidation are to: Sale of business Determine if a sale of business is viable before any distribution process commences. Objections Deal with any objections that may be outstanding as at close of business on 23 January Assuming there are outstanding objections, the Joint Liquidators will make an application to Court to seek directions on how such objections are to be determined. The application will be accompanied by a witness statement of one of the Joint Liquidators which will exhibit to it any outstanding objections in the format that those objections were provided to the Joint Liquidators. Policy holders or creditors who have objections outstanding will receive at least two weeks notice of, the hearing of this application. Any objecting policyholder / creditor is entitled to be heard at the directions hearing. This would involve appointing BVI Counsel to represent you in the BVI Court. At the directions hearing your BVI counsel would likely then be given an opportunity to contest the distribution scheme at a separate hearing which would need to be scheduled in line with the BVI Court s availability and in advance of which both sides would normally have an opportunity to file evidence. Alternatively, the Joint Liquidators, as officers of the BVI Court, can also work with policyholders / creditors to ensure their objections are considered at the Court s directions hearing. The Joint Liquidators cannot, however, offer any advice in relation to an objection or how it should be expressed. Distribution of of assets attributable to policyholders Assuming no objections result in the Court changing their determination the Joint Liquidators will commence the distribution process. The Joint Liquidators will notify policyholders of this setting out what steps policyholders need to take. Investigations The Joint Liquidators will continue to investigate the reasons for Victory Life s failure and any claims associated with its collapse. 15

17 Basis of Report and Disclaimer Basis of Report This first report to the creditors of Victory Life and Pension Assurance Company Limited (in Liquidation) has been prepared by the Joint Liquidators in accordance with section 226 of the British Virgin Islands Insolvency Act, 2003 for the purpose of providing information on the progress of the Company s liquidation to date. Disclaimer This report may not be copied or disclosed to any third party or otherwise be quoted or referred to, in whole or in part, without the Joint Liquidators prior written consent. In the event that this report is obtained by a third party or used for any purpose other than in accordance with its statutory purpose, any such party relying on the report does so entirely at their own risk and shall have no right of recourse against the Joint Liquidators, their respective firms, partners, employees, professional advisers or agents. Neither the Joint Liquidators, their respective firms, partners, employees, professional advisers or agents accept any liability or assume any duty of care to any third party (whether it is an assignee or successor of another third party or otherwise) in respect of this report and any such party who receives a copy of this report whether from the Joint Liquidators, their respective firms, or any other source shall have no right of recourse against the Joint Liquidators or their respective firms, its partners, employees, professional advisers or agents. The work undertaken to prepare this report has been based largely on information obtained from third parties. The Joint Liquidators have not performed an audit examination of this information. Except where specifically stated, the Joint Liquidators have not sought to establish the reliability of the sources of information presented by reference to independent evidence; therefore, certain figures in this report may be subject to change, including possible significant adjustment, in the future. THIS REPORT IS CONFIDENTIAL AND ITS CONTENTS MUST NOT BE DISCLOSED WITHOUT THE JOINT LIQUIDATORS WRITTEN CONSENT. ITS CIRCULATION AND USE IS RESTRICTED. 16

18 Appendix 1 Register of Directors

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21 Appendix 2 Register of Shareholders

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24 2015 KPMG (BVI) Limited, a British Virgins Islands limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International Cooperative ( KPMG International ).