1Malaysia Development Berhad
|Terengganu Investment Authority|
|Headquarters||Menara IMC, No 8 Jalan Sultan Ismail, Kuala Lumpur, Malaysia|
|Asri Hamidon (Chairman)|
|Owner||Minister of Finance (Incorporated)|
1Malaysia Development Berhad (1MDB) is a Malaysian strategic development company, wholly owned by the Minister of Finance (Incorporated). 1MDB was established to drive strategic initiatives for long-term economic development for the country by forging global partnerships and promoting foreign direct investment. 1MDB focuses on strategic development projects in the areas of energy, real estate, tourism and agribusiness. 1MDB is currently involved in several high-profile projects such as the Tun Razak Exchange, Tun Razak Exchange's sister project Bandar Malaysia, and the acquisition of three independent power producers.
Since 2015, the company has been under heavy scrutiny for its suspicious money transactions and evidences pointing to money laundering activities. In a lawsuit filed by United States Department of Justice (DOJ), it is stated that at least US$3.5 billion has been stolen from Malaysia's 1MDB state-owned fund..
- 1 History
- 2 Investment in PetroSaudi Holdings (Cayman) Ltd and Segregated Portfolio Company (SPC)
- 3 Investment in SRC Group
- 4 Investment in real estate sector
- 5 Investment in the energy sector
- 6 Corporate structure
- 7 Controversy
- 8 References
- 9 External links
1Malaysia Development Berhad (1MDB) started off as Terengganu Investment Authority (TIA) which was initiated by the former Menteri Besar of Terengganu, Ahmad Said in 2008. TIA was a sovereign wealth fund with an initial fund of RM11 billion aimed at ensuring the economic development of Terengganu state. The fund's purpose was to ensure a long term sustainable development while safeguarding the economic well-being of Terengganu residents. The TIA fund was derived from outstanding royalty income of RM6 billion and funds from bond issued by local and overseas financial markets. In addition, the Federal Government had proposed to provide a guarantee of RM5 billion based on Terengganu's future oil revenues.
On 27 May 2009, Ismee Ismail and Shahrol Azral Ibrahim Halmi signed a deal arranged by AmInvestment Bank Bhd to raise RM5 billion via the issuance of Islamic medium term notes (IMTNs), despite being told not to do so by the Terengganu state government. This exercise was advised by TIA's special advisor, Jho Low. On 29th May 2009, TIA received RM4.385 billion in net proceeds from IMTN from the full value of RM5 billion.
On 31 July 2009, Minister of Finance (Incorporated) took over TIA and amended its name to 1Malaysia Development Bhd (1MDB). This acquisition by MOFI took place four months after Dato Sri Najib Razak became the Prime Minister of Malaysia. In his announcement on 22 July 2009, Najib said the decision to expand TIA into a federal entity was made to enable its benefits to reach a broader spectrum of Malaysians rather than the residents of only one state.
In general, 1MDB investments can be summarized into the following:-
- Investment in PetroSaudi Holdings (Cayman) Ltd
- Investment in Segregated Portfolio Company (SPC)
- Investment in SRC Group
- Investment in real estate sector
- Investment in the energy sector
On 10 March 2015, Auditor General of Malaysia under the mandate of the Cabinet and the Public Accounts Committee (PAC) was assigned to audit the financial statements of the 1MDB Group and to evaluate whether the financial performance and activities of the 1MDB Group are aligned with the company's original objectives. However, on 4th March 2016, the audit report produced by the Auditor General of Malaysia was ironically classified as Official Secrets Act under the Official Secrets Act 1972 by the National Security Council (Malaysia).
After the shocking victory of Pakatan Harapan in the 14th General Election in Malaysia, this nationally crucial audit report was finally declassified. The declassification was made on 15th May 2018 upon request by the 7th Prime Minister of Malaysia, Tun Dr Mahathir Mohamad.
On 23 May 2018, the newly appointed Minister of Finance, Lim Guan Eng, appointed PricewaterhouseCoopers (PwC) to review and perform an audit of 1MDB. This is following revelations by directors of 1MDB itself that the company's financial situation is “insolvent” and it is unable to repay its current debts. Subsequent to that, on 28 June 2018, the president and chief executive officer, Arul Kanda has been sacked on grounds of dereliction of duties. 
Investment in PetroSaudi Holdings (Cayman) Ltd and Segregated Portfolio Company (SPC)
Joint venture with PetroSaudi Holdings (Cayman) Ltd
On 28 September 2009, 1MDB established a joint venture (JV) with PetroSaudi Holdings (Cayman) Ltd, company name was 1MDB-PetroSaudi Ltd with a 60:40 ratio where 1MDB hold 40% with a cash contribution of US$1 billion while PetroSaudi Holdings contribute with assets worth at least US$1.5 billion. There were four different companies registered under the name of PetroSaudi but the investment proposals submitted to the board of directors of 1MDB did not state the information. 
On 29 September 2009 (a day after formation of joint venture), Edward L. Morse submitted an asset valuation report. In the same day, he was appointed as the 1MDB Chief Executive Officer. The assessment report takes into account assets on oil exploration and production rights in Turkmenistan and Argentina. The assessment was implemented on PetroSaudi International Ltd’s assets despite the JV agreement clearly stating that the company owning all the rights and interests of the agreed assets for the joint venture project is PetroSaudi International Cayman, the report said. 
Besides that, the JV agreement lacked clauses to guard the interests of the company. Among others, there was an advance fees of US$700 million received by the 1MDB-PetroSaudi from PetroSaudi Holdings to be fully repayable on or before 30th September 2009. Therefore, on 30th September 2009, a total of US$1 billion (RM3.487 billion) was transferred by 1MDB into two separate accounts. The first US$300 million was transferred into joint venture account but the questionable parts is the leftover US$700 million was transferred into another company's account (Good Star Ltd, a PetroSaudi subsidiary) with the aim of repaying the advance taken by the joint venture company. However, approval of board of 1MDB wasn't obtain for the payment of US$700 million into a non-joint-venture account.
On March 2010, about six months after the formation of joint venture of 1MDB-PetroSaudi, 1MDB decided to dispose all the 40% stake (worth US$1 billion) for US$1.2 billion in Murabahah Note. This Murabahah Note are guaranteed by corporate guarantee, PetroSaudi International Ltd. On the other hand, 1MDB made an additional subscription to this Murabahah Notes up to additional US$830 million with partly funded via loans from financial institutions.
On 1 June 2012, 27 months after holding on this Murabahah Notes, 1MDB redeemed all of the Murabahah Notes with a total of US$2.22 billion including profits. This redemption of US$2.22 billion was done via an asset swap arrangement where 1MDB International Holdings Ltd (1MDB-IHL), a 1MDB subsidiary received 49% equity stake in PetroSaudi Oil Services Ltd (PSOSL), a PetroSaudi International Ltd subsidiary. This exercise raised a question in Auditor General's audit report where the conversion of Murabahah Notes to equity investments in PSOSL was done without any study to identify PSOSL liabilities, the ability to generate funds and past financial performance. It is worth mentioning that 1MDB board was aware that PSOSL operates in Venezuelan waters where sanctions have been imposed by the United States and ending drilling contracts, but the decision to invest in PSOSL proceeded despite such conditions. Furthermore, the documents were signed by 1MDB CEO on 1st June 2012, which is way before obtaining the approval of 1MBD board on 20 June 2012 (more than two weeks later).
During mid-July 2017, 45 days after the investment into PSOSL equity on 1 June 2012, 1MDB disposed all 49% equity in PSOSL to Bridge Partners International Investment Ltd (Bridge Partners) for a min US$2.2 billion upon suggestion by 1MDB's CEO. The disposal was done on 12 September 2012 and Bridge Partners issued six non-interest bearing promissory notes worth US$2.318 billion
This promissory notes were further used as an investment on Segregated Portfolio Company (SPC).
Investment on Segregated Portfolio Company (SPC)
On 12th September 2012, Brazen Sky Ltd (a subsidiary of 1MDB) entered into a Investment Management Agreement with Bridge Global Absolute Return Fund SPC (Bridge Global SPC) and Bridge Partners Investment Management (Cayman) Ltd. to invest US$2.318 billion funded by the promissory notes from PSOSL sales. The investment involved various portfolio investments in the Segregated Portfolio Company (SPC) of the Cayman Islands. However, the company whom in charge of this investment, Bridge Global Absolute Return Fund SPC (Bridge Global SPC) is a new one-month old company with no fund management licence nor experience in managing large funds.
On 20th May 2013, 1MDB's board of director decided to redeemed the investment gradually in which would improved perceptions towards the funds's credibility. As of 20th December 2014, total redeem amount from the SPC fund is US$1.39 billion out of US2.318 billion and the balance of US$939.87 to be fully redeemed by end of December. This US$1.39 billion was transferred into Brazen Sky's bank account and then transferred into 1MDB Global Investment Ltd (1MDB-GIL) account. Worth mentioned that the SPC funds with booked value of US$2.318 was pledged to Deutsche Bank for a loan amount of US$975 million without any 1MDB's board approval. From the proceeds of initial redemption and with Deutsche Bank loan, some US$993 million was used for the payment of Aabar option termination (but originally the settlement agreement was only US$300 million instead of US$993 million). Aabar option is an option given to Aabar Ltd in exchange of a guarantee of Abu Dhabi’s International Petroleum Investment Co (IPIC) to give 1MDB a total of US$3.5 billion in bond issuances via Goldman Sachs. All these actions raised a question as it wasn't inline with the initial objective of bringing back the SPC portfolio back to Malaysia.
Investment in SRC Group
1MDB established SRC International Sdn Bhd (SRC) on 7 January 2011. According to the SRC Business Plan for the period of 2011 to 2015, SRC will supply coal for long-term needs of national by the fourth year of operation (in 2014).
SRC obtains funding from government grants in the form of development grants of RM15 million out of RM20 million that were approved by the Economic Planning Unit (EPU) and RM2 billion financing from the Retirement Fund Incorporation (KWAP). Financing amounting of RM2 billion from KWAP was received on 29 August 2011 with a term of financing of 10 years. The loan is guaranteed by the government which includes principal and financing benefits of RM2.902 billion.
On 3 November 2011, SRC (via subsidiary company SRC International (Malaysia) Limited, SRCI) establish a joint venture with Aabar Investments PJS (Aabar) with the name of Aabar-SRC Strategic Resources Limited (ASRC). The initial paid-up capital was US$120 million with each party contribute US$60 million.
The board of directors of SRCI approved a US$45.50 million investment in the coal industry at Mongolia but this investment were questioned as this investment where done without any evidence showing any feasibility studies done on the status of the project. The mentioned project was undertaken by the joint venture of ASRC with the Gobi Coal & Energy Limited (GCE) company.
SRC also invested in PT ABM Investama TBK, that operates in the energy resources, energy services, and energy infrastructure sectors in Indonesia up to US$120 million (RM366.68 million) through published share prices listed on the Indonesia Stock Exchange. 
On 15 February 2012, SRC’s shareholding by 1MDB was transferred to the Ministry of Finance Incorporation (MOFI) by way of acquisition of shares through interim dividend-in-specie payments. The transfer of SRC shares has reduced the operating losses of the 1MDB Group from RM25 million to RM16.2 million, lowering the gearing ratio of 1MDB from 12 times to 9.5 times and reducing the government's total guarantee of RM2.902 billion to the 1MDB Group.
Investment in real estate sector
1MDB invested into real estate market with the aim of diversification and aim to generate long-term return on investment. From 2010 until September 2015, 1MDB have acquired five different property assets with the acquisition amounting to RM2.111 billion. The land are:-
- Tun Razak Exchange (TRX) project land
- Bandar Malaysia project land
- land in Air Itam, Penang
- land in Alor Gajah, Melaka
- land in Pulau Indah, Selangor
Tun Razak Exchange
On 21 May 2010, it was reported that 1MDB will jointly develop the Tun Razak Exchange project at a currently vacant piece of land covering 34.4 hectares in the city of Kuala Lumpur with Mubadala Development Company. The Tun Razak Exchange was launched on July 30, 2012 by Najib Razak. During his speech on Tenth Malaysia Plan, Najib identified the KL International Financial District (KLIFD) and Bandar Malaysia projects as two of many public-private partnership projects which will help drive the nation's transformation agenda.
Tun Razak Exchange (TRX) project land was acquired with the price of RM302.8 million. A joint venture agreement between 1MDB and Aabar Investments PJS (Aabar) was signed on 12 March 2013. However, the development of the TRX project in collaboration with Aabar was not realized and impacted on the rest of the project.
Up to September 2015, five plots of lands of TRX were sold at RM1.358 billion in fund raising efforts for the 1MDB Group while remaining 11 plots of land plan to sell for RM2.592 billion. Besides that, 1MDB Group also construct a building in a Joint Venture with Mulia Group, namely [The Exchange 106|Exchange 106 (formerly TRX Signature Tower]] to be leased to an international financial services institution for 15 years from 2019 to 2033 with an estimated return of RM537.38 million. 
In order to fund the TRX project infrastructure development, 1MDB subsidiary, 1MDB Real Estate Sdn Bhd (1MDB RE, but now known as TRX City Sdn Bhd) relies entirely on the sale of land plots. Besides that, 1MDB also created a special purpose vehicle (SPV) raised about Rm229.50 million in August 2015 for fund raising. The TRX project is expected to face negative cash flows as the project receipts are insufficient to cover infrastructure and construction costs and worse still some money from the plots sales, i.e. RM1.095 billion and SPV fund has been flow back to 1MDB instead of using it to finance the TRX project development cost. 
Bandar Malaysia is a 26-years long run project. It was acquired by 1MDB with the cost of RM368.72 million with additional cost of RM2.717 billion (partly funded by Government for RM1.117) for the reallocation of the current Sungai Besi Airport which act as Royal Malaysian Air Force (RMAF) airbase to 8 new locations, the biggest inSendayan, Negeri Sembilan. However, 1MDB has used part of the allocation (RM288 million) from Government allocation to pay 1MDB debt and not used accordingly to the original purpose of the allocation. 
On 13 May 2010, 1MDB as part of a consortium of companies, will jointly undertake redevelopment project of Sungai Besi Airport at Sungai Besi, an old international airport, which is now the base for the Royal Malaysian Air Force into a GDV of RM150 billion Bandar Malaysia. The site covers 486 acres and is planned to be developed into an Islamic financial centre and will include Qatar Investment Authority (QIA) as a partner. About the same time, 1MDB and QIA had signed an MOU to assess the viability of energy and real estate investments. In the MOU, QIA also proposed to invest US$5bil.
The Sungai Airport relocation phase should be completed by 2016 while the whole Bandar Malaysia to be completed by 2040. Perbadanan Perwira Harta Malaysia (PPHM), a subsidiary of Armed Forces Fund Board Malaysia (or also known as Lembaga Tabung Angkatan Tentera (LTAT)) has been appointed as the main contractor for the RMAF base relocation project. As of August 2015, five out of eight suppose relocation sites have been late. Reasoning were delay in submission of the area, suspension of approvals from local authorities, delays in consumer authentication, weather conditions and flash floods in November and December 2014.
Besides that, the arrears amounting to RM396.42 million to PPHM until September 2015 also affected the progress of the construction site. This is because a total of RM1.926 billion (51.3%) of loans and sukuk amounting to RM3.75 billion was raised which suppose to be use for financing both the reallocation of Sungai Besi Airport and developement of Bandar Malaysia was transferred back to 1MDB.
In line with the 1MDB Group rationalization plan, on 31 December 2015, 1MDB announced the sale of 60% equity in Bandar Malaysia Sdn. Bhd. to the consortium of Iskandar Waterfront Holdings (IWH) and China Railway Engineering Corporation(CREC) with a 60:40 ratio. The IWH-CREC Consortium has valued 100% of Bandar Malaysia's land at RM12.35 billion where the value of 60% of the land is RM7.41 billion. This transaction is expected to be completed by June 2016. However the deal collapsed in 3 May 2018 due to failure to meet payment obligations, announced by Ministry of Finance of Malaysia (who owned 1MDB).
Air Itam land
Air Itam's land was acquired with main development of affordable housing in Penang. About 85.7% of land already owned by 1MDB through acquisition of two companies, Gerak Indera and Farlim Properties (FPSB) with a total price of RM1.056 billion (and related expenses of RM15.25 million). However, the remaining 14.3% ownership of the land has not yet to be finalized. Development of the land is also difficult to implement as full support of the State Government is not obtained and the problem of land occupied by almost 2,000 squatters are still unsolved.
Pulau Indah land
Pulau Indahland were purchase under the consideration of intention to expand the energy sector. The land were purchase with a price of RM344.24 from Tadmax Power Sdn Bhd with a land size of 318.41 acre. Initially the land was supposed to be used for development of Project 3B (a power plant development) but the project eventually implemented in Port Dickson, Negeri Sembilan due to the land is not suitable for development of power plant. In July 2015, the land up for sale from 1MDB as part of rationalisation plan but until today the land yet to be sold to any party.
Investment in the energy sector
In early stage of 1MDB formation in 2009, 1MDB have embarked a move in energy sector investment through joint venture with China and Qatar in:-
- Aluminium smelting in Sarawak that uses energy sources from Bakun Hydroelectric
- Investment in GDF Suez SA equities (a French multinational electric utility company)
- Construction proposals re-gasification and gas-based power plant
However, the initial investment fell off due to lack of energy resources and also the government policy that did not allow any other party other than Petronas to supply gas to Independent Power Producer (IPP).
On 11 January 2010, 1MDB signed a co-operation framework agreement with the State Grid Corporation of China (SGCC), with the intention of undertaking various energy-based projects in the Sarawak Corridor of Renewable Energy (SCORE) and subsequently become major investors in SCORE.
On 18 January 2010, 1MDB signed a co-operation agreement with Abu Dhabi Future Energy Company (also known as Masdar) to explore clean technology projects and investments, including the possibility of building Malaysia’s first carbon-neutral city.
In early March 2015, with public discontent growing at the perceived lack of financial transparency at 1MDB, Najib, who is also the chairman of 1MDB's board of advisors, ordered the Auditor General of Malaysia to carry out an audit of 1MDB. However, on completion of the audit, the auditor general's final report was classified as an Official Secret for only the eyes of the Public Accounts Committee (PAC) tasked to investigate improprieties at 1MDB.
It was later found that 1MDB has only one employee since the beginning of 2018 - CEO Arul Kanda, and he was on "garden leave" until the end of his contract in June 2018 .
The involvement of 1MDB in the multi-billion ringgit Tun Razak Exchange development project barely a year after its establishment has drawn criticisms from the opposition. Opposition leader and Member of Parliament of Permatang Pauh, Anwar Ibrahim, openly questioned the credentials of the company. He told Parliament that according to the records held by the companies commission, 1MDB "has no business address and no appointed auditor." He further questioned the former Prime Minister's, Najib Razak who is in the office back then, his interest in the approval given to 1MDB on this matter.
The RM425 million (US$140m) profit between 25 September 2009 and 31 March 2010 raised many criticisms and controversies on the lack of transparency given to 1MDB's accounts. Tony Pua, DAP Member of Parliament for Petaling Jaya Utara questioned former Prime Minister Najib Razak, 1MDB advisory board chairman, whether the figures were the result of an asset injection into 1MDB by the government such as the transfer of land rights to the company. 1MDB said that it had lodged the necessary information, including its registered address, with the Companies Commission of Malaysia (CCM) as required by the law. The business address is also available on the company’s website, www.1mdb.com.my.
During the October 2010 parliamentary session, 1MDB explained that its accounts had been fully audited and signed by KPMG, and closed as of 31 March 2010. Deloitte was involved in the valuation and analysis of the portfolio, while Ernst & Young provided tax advice for 1MDB.
During 2013, 1MDB raised attention again when they asking for a six-month extension on the annual report meant to be filed in with the Companies Commission of Malaysia (CCM) by 30 September 2013. In the meantime, the change of three auditors since its inception in 2009 was considered suspicious.
After 1MDB accumulated debts totalling RM42 billion (US$12bn), the bonds issued by the fund were downgraded to junk status by ratings agencies such as Standard & Poor's and Fitch Ratings. The Malaysian cabinet rejected a RM3 billion ($US1 billion) cash injection, narrowing 1MDB's options to repay its debts on time.
In 2015, allegations were made in several newspapers, including the Wall Street Journal, mentioned that the 1MDB organisation had been used to steal state funds for transfer into the accounts of former Prime Minister Najib Razak, and people associated with him such as Jho Low.
In August 2015, the Malaysian Anti-Corruption Commission (MACC) had confirmed that no funds from 1MDB were transferred to the Prime Minister's private accounts as alleged by the Wall Street Journal. Following, 1MDB's president and group executive director (CEO), Arul Kanda, appeared in a local TV programme to clarify issues and allegations against 1MDB and also appeared in an interviewed with BFM 89.9 with host Ibrahim Sani and mentioned that 1MDB has been cleared of any and all wrongdoing by the Malaysian Attorney General. 
In media interviews in September 2015, 1MDB said some media reports concerning the company appear to be politically motivated. Its president and group executive director, Arul Kanda, also clarified that none of the company's accounts in Singapore have been frozen, rebutting news reports on the matter. The company has also dismissed claims of wrongdoing.
In February 2016, Federal Bureau of Investigation (FBI) of the United States began probing the connection between a regional top executive of global investment bank Goldman Sachs with former Prime Minister Najib Razak and the nature of the former’s involvement in multibillion-dollar deals with 1MDB. Similar probes have also taken place or are currently undergoing in the United Kingdom, Australia, Hong Kong and Singapore into banks that facilitated transactions for 1MDB.
In May 2016, the Public Accounts Committee (PAC) of the Malaysian Parliament; consisting of several members of the parliament from both the ruling party and the opposition laid the blame for the troubles of 1MDB on the board of the troubled state fund and its former chief, saying that the board had failed to carry out its responsibilities.
In May 2018, after the formation of the new Cabinet following Pakatan Harapan's victory in the General Elections, Finance Minister Lim Guan Eng has ordered the appointment of PricewaterhouseCoopers (PwC) to conduct a special position audit and review of 1MDB.
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