EBRD Joins Foreign Investor In Hostile Takeover of Tajikistan’s Leading Microfinance Institution, Pushing Out Founders
EBRD Joins Foreign Investor In Hostile Takeover of Tajikistan’s Leading Microfinance Institution, Pushing Out Founders
Imon International, Tajikistan’s most prominent microlender, was built over two decades to help women entrepreneurs. Its local founders were pressured by the country’s National Bank to sell to a foreign investor against their will.
The takeover of Imon International was led by Vincenzo Trani, a well-connected Italian businessman who owns several investment funds based in Luxembourg.
It was supported by Imon’s other foreign shareholders, including the European Bank for Reconstruction and Development (EBRD). The prestigious development bank even acquired a larger stake of Imon itself.
The foreigners’ efforts to gain control were aided by Tajikistan’s National Bank, whose deputy head is the son-in-law of the country’s president.
Though Imon was successful and highly regarded, the affair also revealed evidence of lax anti-money-laundering practices in the company. It allowed tens of millions of dollars to flow abroad with little oversight.
In a country as repressive as Tajikistan, a business like Imon International stands out.
The microfinance institution was founded by two local women in the wake of a civil war that raged for years after the collapse of the Soviet Union. From the very beginning, its goal was to provide financial services to female entrepreneurs.
Over the next two decades, Gulbakhor Makhkamova and Sanavbar Sharipova built Imon into an internationally recognized success story. The microlender attracted respected foreign investors, doggedly pursued its social mission, and steered clear of Tajikistan’s predatory ruling family.
But Imon’s Tajik founders are now all but gone.
On paper, both women retain 1.35% of Imon International each, but this share gives them no voting rights or say in management.
Earlier this year, the company’s foreign shareholders took full control.
In public, the change was described as necessary to comply with regulations and improve Imon’s corporate governance. Makhkamova and Sharipova have not spoken publicly about their departure, and they did not comment for this story.
Repression in Tajikistan is so relentless, and dissent so dangerous, that very few people are willing to speak to reporters on the record. But multiple interviews, as well as internal documents obtained by OCCRP, reveal that what really happened was a hostile takeover by Imon’s foreign shareholders.
It was led by Vincenzo Trani, a Moscow-based Italian businessman with extensive political connections. Trani initially tried to buy out Imon’s local founders at a bargain price. When they refused, he raised
in the company’s operations in an aggressive campaign to sideline and discredit them.
He found a ready and powerful ally in Tajikistan’s National Bank, where the deputy head is Jamoliddin Nuraliev, the president’s son-in-law. As Trani pursued his acquisition, the National Bank, which had long been hostile to Imon’s founders, applied mounting pressure until they agreed to sell.
The resulting deal was a “textbook raid operation,” said Zakir Abdrashitov, one of Imon’s sidelined executives. “And you can put my name under that.”
Trani’s takeover was supported by Imon’s most prominent foreign shareholder, the European Bank of Reconstruction and Development (EBRD). In the process, the bank even acquired additional shares itself.
Nuraliyev, the National Bank of Tajikistan, and Imon’s current management did not reply to requests for comment before this story was published.
In an emailed response to reporters’ questions, Trani wrote that “nobody forced” the sale of Imon’s shares and denied having any personal or professional relationship with Nuraliev or other political actors in Tajikistan.
He declined to answer detailed questions about Imon, writing that they were addressed by a joint press release the EBRD issued in anticipation of this story a few days before its publication. The statement reiterates that the sale was made “in full compliance with local legislation” and “corporate decisions of the parties involved.”
In its own reply to OCCRP, the EBRD did not respond in detail to a list of specific questions. A spokesperson, Anton Usov, said that “in recent years” the EBRD’s chief compliance office had looked “at length and in detail” into allegations of “collusion, intimidation, and hostile takeover” in the Imon sale and “found none of them to be reliable or actionable.” Usov characterized such claims as “factual inaccuracies and mischaracterisation,” but provided no evidence.
Several current and former Imon board members declined to comment, citing their fear of repercussions from the Tajik government.
Women working for a producer of dried fruits that took several loans and received technical assistance from Imon.
“Taken Over or Eaten”
In Tajikistan, “there are many banks, but they’re not afraid of their clients,” says Roman Mogilevskii, an economist at the University of Central Asia in Kyrgyzstan. “It’s the other way around: The clients are afraid of the banks.”
The reason, he says, is constant political meddling. As a result, many Tajiks prefer to deal with microlenders, which have simpler requirements and are willing to work with ordinary people. Their services are often the best way to receive a cash transfer from a relative, take out a loan to buy a cell phone, or fund a small business.
This is the niche Makhkamova and Sharipova’s microlending project filled as it grew to national prominence. It started as a nonprofit organization, called the Imon Foundation, which soon attracted international partners eager to find a socially responsible foothold in Tajikistan.
In 2005, the Foundation received a $1 million loan from the EBRD — such a major event in Tajikistan that the country’s longtime authoritarian president, Emomali Rahmon, attended the signing ceremony.
Web site of the President of Tajikistan
President Emomali Rahmon cuts a ribbon at a new Imon branch. Sanavbar Sharipova, one of Imon’s cofounders, is on the left.
To grow their business and attract foreign capital, Makhkamova and Sharipova then created a for-profit lender called Imon International. Their Foundation was its primary shareholder, but it was soon joined by several highly respected foreign investors, including the EBRD, which acquired its stake in 2013. This was the development bank’s first investment in a microfinance institution.
Gulbakhor Makhkamova, one of Imon’s co-founders, at a Nowruz celebration.
But back home, their situation was precarious.
In Tajikistan, independent businesses must work hard to stay in the good graces of the presidential family. As one local economist put it, those who get too large are “taken over, or eaten, or removed from the market.”
But President Rahmon is attentive to potential political rivals, too. Because he and his family come from the country’s south, he is especially hostile to any independent forces that emerge in the northern Sughd region, where Imon is based.
And when Imon applied for a full-fledged banking license in 2015, it ran into one of the president’s most influential operators. The National Bank’s deputy head — and, by many accounts, the real center of power there — is his son-in-law, Jamoliddin Nuraliev.
Imon’s application was never rejected under Nuraliev’s watch, but it was also never approved. Instead, according to multiple people familiar with the situation, Imon received several offers to partner with local banking institutions connected to the presidential family. Accepting would have been the only way to secure a banking license, they said.
When Imon chose to remain independent, an open conflict may have been inevitable.
It began in the summer of 2017, when the National Bank fined Imon over what several people familiar with the situation described as minor currency exchange violations.
“We changed the management in the branch, we changed staff, we sent a special controller who would oversee things,” said Abdrashitov, then a member of Imon’s board.
But this was not enough. The hammer fell in the last days of the year, when the National Bank made its big move, accusing Imon of enabling illegal activity.
Abdrashitov recalled the moment officials brought forth their evidence.
“The National Bank showed us a video recording where exchanges were being carried out. Not even by our bank, but within our branch. Two people were sitting on chairs, and one gave the other something, the other gave him something, they put it in their pockets and left.”
This was proof of illegal money changing, according to the National Bank. The punishment was swift.
“This video recording was the justification for the firing of the general director,” Abdrashitov said.
At the time, this was Makhkamova, who had served in the position since 2016. It wasn’t just her: The National Bank ordered the removal of five other top managers, depriving Imon of six experienced executives.
When Makhkamova’s departure was made public two months later, it triggered puzzlement and speculation. Many viewed it as no coincidence that she had been removed at the same time that another independent financial institution from the north of Tajikistan, Eskhata Bank, was also facing censure from the National Bank. (The sanctions in that case were even more severe — Eskhata was ordered to fire its entire board.)
“I’m practically 100 percent sure that the main goal was to stop, a little bit, the growing creation of a financial elite in the north of Tajikistan,” says a Tajik political observer who spoke on condition of anonymity for fear of his safety.
Using technical violations to exert pressure against undesirable institutions is a common practice in Tajikistan, explained Edward Lemon, a Tajikistan specialist at Texas A&M University.
“Anti-corruption [in Tajikistan] by its nature is selective,” he said. “Every bank, pretty much, is engaged in transactions that violate the country’s very complex banking laws in some way, and in most cases they are permitted to continue to do business. But if they want to put pressure on these banks, they can use laws or they can use scandals.”
Enter Mikro Kapital
In this difficult time, Imon received what seemed like good news. The EBRD brought in a new investor: Mikro Kapital, a Luxembourg-based asset management company that acquired a 10 percent stake in Imon. The company is owned by Vincenzo Trani, a successful and well-connected businessman and former EBRD employee.
The new investment was celebrated at a January 2018 conference outside Moscow that marked Mikro Kapital’s 10th anniversary. Trani’s penchant for promotion was on full display: To evoke the company’s forward-thinking ethos, the festivities featured an appearance by the classic DeLorean automobile from the Back to the Future film series.
Trani is a well-connected operator. He is president of the Russian-Italian Chamber of Commerce, once represented Belarus as its honorary consul in Naples, and has received awards from the likes of former Italian Prime Minister Silvio Berlusconi and Russian senator and former diplomat Konstantin Kosachev.
It didn’t take long for him to find another high-level connection. In June, about six months after acquiring his initial stake in Imon, Trani travelled to Dushanbe and secured a meeting with Nuraliev, the presidential son-in-law who served as deputy head of the National Bank.
In their discussion, according to interviews and documents seen by reporters, Trani expressed an interest in buying a larger share in Imon. Nuraliev, who had railed against the company, said that the National Bank would support Mikro Kapital acquiring a majority stake. In the end, Trani recommended to other shareholders that the Foundation must go.
That same month, he wrote to Makhkamova and Sharipova, proposing to buy the Foundation’s share. In July, he named his price: He would pay half of the shares’ nominal value and give the two women board membership at Mikro Kapital in exchange. “I think [it] is very important to do urgently the deal,” he wrote.
Though they declined the lowball offer, it was the beginning of the end. Less than two years later Trani and the EBRD would forcibly buy out the Foundation — with help from the National Bank.
In an email to reporters, Trani denied having a personal or professional relationship with Nuraliev, saying he met him “in his professional capacity at the National Bank of Tajikistan when Mikro Kapital was a minority shareholder of Imon.”
Trani’s main case against the Foundation was a lapse in Imon’s anti-money-laundering procedures that had occurred under Makhkamova’s leadership the previous year.
Over a period of about six months, a new client company had opened bank accounts with Imon, deposited large amounts of cash, and sent tens of millions of dollars to nearly two dozen companies based in China and Hong Kong.
Though it was supposedly an importer of construction materials, Imon’s mysterious client had no warehouse and was registered in this residential building in Dushanbe.
An internal investigation into the affair reported no outright evidence of money laundering, but found that Imon staff had failed to adequately vet the client, collect necessary documentation, or proactively investigate its suspicious transactions. A subsequent external investigation identified other similarly questionable Imon clients that wired a total of $68 million abroad through Imon.
These failures became grounds for Trani to find fault with Makhkamova and Sharipova. Throughout the summer of 2018, he repeatedly raised the money laundering issue with Imon’s other international investors. (He did not respond to OCCRP’s questions about why the two women, or their Foundation, should be held responsible for lapses that occurred under a board that had a foreign majority.)
The National Bank kept up the pressure on Imon too, imposing a freeze on dividend payments, salary caps, and the ability to accept deposits. The company was also subject to constant inspections.
The turning point came at a November 2018 board meeting that turned into a takeover.
The location of the meeting was moved from Tajikistan to Moscow — first to the EBRD’s office, and then to the headquarters of Mikro Kapital. An alternate agenda was prepared without the input of the Foundation’s representatives. Their cell phones were seized at the building’s entrance. Trani, who was not even on the board, was in attendance.
One of the agenda items had been to discuss candidates to replace Abdrashitov as acting general director, a position he was meant to hold until January.
Instead, the board voted to remove Abdrashitov “with immediate effect.” Rather than considering anyone else, they replaced him with Alexandr Eryomin, an experienced banker known to have dealt with Nuraliev. Sharipova, Imon’s co-founder, was also removed from her position as board chair.
In voting for these changes, Mikro Kapital was joined by board members representing three of Imon’s four other international shareholders: the EBRD, the Dutch development bank FMO, and the Netherlands-based impact investor Triple Jump. In fact, the organization of the meeting and the changes in the agenda appeared to have been driven by the EBRD’s representative on the board, Nikolas Drude. (Drude did not respond to requests for comment.)
On the other side were three board members who represented the Foundation and the remaining international shareholder, the Mennonite Economic Development Associates (MEDA). They did not sign the final meeting resolution.
Trani and the EBRD did not respond to specific questions about this episode. A representative for FMO said that “the changes in Imon’s board and management were necessary to keep high integrity and compliance standards,” but did not reply to a set of detailed follow-up questions. Triple Jump and MEDA did not respond to requests for comment. In an email, Eryomin said that the board meeting had taken place in “strict accordance with the legislation and internal documents.”
“Deliberate and Necessary”
At a subsequent press conference, Eryomin admitted that what took place at the fateful November board meeting could seem too drastic at first glance. But the changes, he said, were deliberate and necessary for the organization’s development.
Alexandr Eryomin (center) helps cut an Imon-themed cake.
He served as Imon’s general director for just a year before leaving to take up an executive position at Mikro Kapital. During that brief tenure, internal pressure against Makhkamova, Sharipova, and their Foundation intensified.
The company contracted Deloitte to revisit the anti-money-laundering issues that had been raised by Trani. It also commissioned a separate, secret Deloitte report that investigated Makhkamova and Sharipova’s personal lives, including their homes, children, and travel histories. The report contained no allegations of wrongdoing, but was emailed anonymously to Makhkamova and Sharipova in what was described as an attempt to intimidate them.
Eryomin had recently worked with the National Bank as it negotiated with the EBRD on a potential bailout of two troubled Tajik banks, an assignment that brought him into contact with Nuraliev.
And it was to the National Bank that Trani and the other foreign shareholders appealed when the Foundation tried to fight back.
Appeals to Nuraliev
In the wake of Eryomin’s controversial appointment, the Foundation wrote a series of letters to Imon’s foreign shareholders, appealing especially to their long-time partners, the EBRD, for a redress. The ousted director, Abdrashitov, filed a lawsuit challenging his removal.
When he won the first case, the National Bank issued an order to prevent his reinstatement. But Trani wanted “further intervention” from the regulator, according to a letter he sent the president’s son-in-law in May 2019. This would be warranted, he argued, by what he described as the Foundation’s obstructionism, instances of “procurement fraud, unauthorized transactions, and money laundering” that had allegedly occurred under Makhkamova’s leadership, and her continued tenure as the chair of the Foundation.
National Bank of Tajikistan
Jamoliddin Nuraliev (center), the deputy head of the National Bank and the son-in-law of the president, at a meeting with the EBRD.
In an unsigned letter to Nuraliev seen by OCCRP, representatives of FMO, Triple Jump, and the EBRD had joined Trani in his complaints about the Foundation. They wrote that the Foundation’s calls to reverse the decisions taken at the November board meeting represented resistance to their efforts to address Imon’s money laundering compliance issues. They could “no longer “co-exist” with the Foundation, they insisted. (They did not respond to reporters’ questions about how the Foundation’s continued presence prevented them from addressing compliance issues.)
Not long after, the EBRD joined Mikro Kapital in another offer to buy out the Foundation.
The Last Push
Though their bid was rejected, it wasn’t for long.
The National Bank left no options: Toward the end of the year, it issued an order that made it mandatory for the Foundation to sell.
This document, called “Instruction 239,” mostly dealt with Tajikistan’s implementation of a set of international banking standards called Basel III. But it also included a seemingly unrelated clause that raised alarm in Tajikistan’s financial sector: All local microfinance nonprofits that held any stake in a financial institution had to sell them within three months.
At least two other major organizations, Arvand Bank and Humo, were affected by the instruction.
But “Imon was targeted by this specific point,” a specialist in the local financial industry said. “You have collateral damage — Arvand and Humo — but they were not pressured to sell their stakes to Mikro Kapital.”
The Foundation made repeated requests to the EBRD to intervene with the National Bank to ask for more time to find another buyer. But they went unheeded. With no other options emerging, and National Bank pressure growing, Imon’s founders were forced to agree to the buyout offer from the EBRD and Mikro Kapital.
The sale was announced in March 2021. And it was Trani’s Mikro Kapital that got most of the Foundation’s shares, bringing its total stake in Imon to nearly 43 percent.
The terms of the deal made clear how much Imon had been devalued. The Foundation received $5.4 million for 43.5 percent of Imon’s shares. Eight years earlier, the EBRD and FMO had paid $6.5 million for just 25 percent of the company.
Trani did not comment on Instruction 239. Eryomin said that it applied to all financial organizations in Tajikistan, and that the claim that it was directed specifically against the Foundation was “biased.” Without providing evidence, he described the notion that any of Imon’s shareholders forced the Foundation to sell its shares as a “complete fiction.”
The EBRD cited the necessity of following regulatory requirements — that is, complying with Instruction 239 — as justification for the deal.
“The EBRD has always acted in good faith in its efforts to comply with the orders issued by the National Bank of Tajikistan,” said Usov, the bank spokesperson.
But a former EBRD board official, who refused to be named in order to speak candidly, found the explanation wanting, questioning why the EBRD had acquiesced so readily to the National Bank.
“Okay, on paper it was to follow the rule of the regulation,” he said. “But we often work with regulators to ensure that they preserve fair play.”
“This clearly was not,” he added. “Why the hell were we part of this deal?”