Luna Vermeulen and Hans were able to put up with each other reasonably well till about mid-2020. After all, Hans was prepared to drive to Germany after Leo Boer’s death to pay his last respects. He then brought Luna Vermeulen back home. 

But within six months, they were at each other’s throats. Why? Admittedly, became the owner of Boer Vastgoed BV and Boer Sliedrecht Beheer BV, controlling shareholder of SWB, and 50/50 shareholder of SWB Shipping overnight. And from what I know of Luna, she would have immediately started acting like the boss/owner. After all, Luna is a die-hard businesswoman that could show the staff of SWB and SWB Shipping a thing or two. I worked with her for many years as a lead consultant in the industrial developments in Saldanha, South Africa. She was a member of my advisory council, ran many businesses (from an eye clinic to employment development), organised the West Coast Chamber of Commerce, and was high up in the administrative levels of the Democratic Alliance (West Cape Province). Along with my friend Ivvor Lee, Luna was a business Top Gun on the West Coast and West Cape. 

The same applies to her daughter, Caroline Vermeulen. Managing a relatively small company like Boer Vennootschappen is a piece of cake for her. 

And under the watchful eye of two businesswomen who found that work was supposed to be done yesterday and not mañana, a clock-watching employee would find himself in an uncomfortable situation. And when one of these stormed into the office and looked into a couple of expressionless faces, the work immediately started getting checked. Employees found a boss standing behind them, looking at their computer screen and asking in a loud and icy tone, “What are you doing there? What is this mess?” 

At SWB, where most of the employees are men, the women did not make themselves popular. But so what? That’s no reason to declare war. But it is a spark. 

Hands Off Agreement

The first clash came when, in October 2020, Luna remodelled the canteen with money from Boer Vastgoed. Vastgoed is the holding company for all the real estate, such as office buildings, the premises on which SWB operates, the docks, cranes, and welding equipment etc. Luna saw the leaking ceilings, dirty and neglected kitchen, and dirty carpet. The pigsty where employees drank a cup of coffee or tea and ate their sandwiches and where customers were entertained was well below her standards. Luna decided on a drastic renovation. The place should be a delight to visit, and so it was done.

The project had to be completed before 29 October, the birthday of Luna’s late husband Leo Boer. It would have a snooker table and a “Memory Wall” where Leo Boer’s memory would live on. She invited the shipyard managers and important customers to the grand opening. The customers came, but the shipyard managers, including Hans, boycotted the event.  

In a word, Hans was angry. Instead of swallowing his pride and shaking a few customers’ hands, he kicks pebbles like a sulky child. He made a ‘hands off’ agreement with Boer Beheer, that no one could get involved in his business. The heir, Luna Vermeulen, did anyway. She saw a mess and cleaned it up. Hans thought he was right to stand on his rights, so members of his staff loaded a tray with sandwiches and drinks to take back to the office. 

The lesson we learn here is that wisdom should have prevailed. Hans should simply have eaten a bite or two with Luna and thanked her for this really wonderful gift. And of course, he should have figured out a way to cooperate with her. If both parties had reached out, it probably wouldn’t have become a boxing match. But it was not to be. Thanks to the petulant behaviour of (MM), the shipyard was subjected to an exacting investigation. After all, in her view, she was the successor of her late husband. And before his death, Leo Boer offered Hans 55% of his shares, but Hans didn’t want to take them. To this, Leo Boer said: 

“Remember, when I die, you’ll be dealing with Luna Vermeulen.” 

And that’s what happened. Since Leo Boer warned his co-partner of the consequences of working with Luna Vermeulen, Hans shouldn’t complain.

I have this account first-hand from my late friend. Leo Boer didn’t have a very high opinion of Hans. A friend or close acquaintance of Leo whom he had known for 50 years asked Leo in 2006-2007 if his son could come work for Leo. At that time, Hans was working satisfactorily as an intern for Leo Boer and was subsequently hired. This friend/close acquaintance also owns MMS Marine Services, and internationally-operating brokerage in push barges and other vessels. He put Leo Boer in contact with a “financially difficult-to-realise” contract for push barges, which were to be built in China. Leo Boer, who was looking for a new challenge, decided to have a pontoon and a dry dock built in addition to push barges to make the contract and transport profitable. MMS would sell and/or lease the push barges at prevailing conditions, Leo Boer would keep the dry dock for the new shipyard at “Het Plaatje”, and the pontoon would be leased to a company that transports wind turbines on the North Sea.             

Leo Boer’s low opinion of Hans is based on Hans’ lack of leadership and neglect of the shipyard. I often heard from Leo, “The boy can’t do anything right. The only thing he can do is take customers out to dinner and submit expense accounts. He has no clue about how to run a shipyard.” 

Leo was deeply irritated by the disorder in the shipyard—welding cables and welding trolleys left out and exposed in the rain and snow, employees not wearing safety clothing, neglected maintenance. The shipyard was being neglected, not built up and expanded as Leo Boer hoped.

The ISO 9001 certificates were not extended and machines leased from L.J. Boer Vastgoed were not maintained, inspected, and certified. This includes cranes, electrical systems, and hoisting equipment. An inspector warned Hans on 5 September 2019 to “take the necessary steps”. 

To name just a few more examples: the forklift is no longer certified, buildings were not being maintained, water leaks were not fixed and government safety and environmental protocols were not observed. As a result of this deferred maintenance, a water/oil leak behind the compressor building was discovered much too late. The soil remediation was very costly. 

There was no reason for the shipyard to be neglected. There were two shareholders in SWB Shipyard: Hans had 45% and Leo Boer 55%. An investment in maintenance and environment would of course be reflected in a lower profit, and therefore a lower dividend for both parties. However, profits in the years 2017 to 2019 were between €300,000 and €800,000. Moreover, with an ultramodern shipyard, both parties would earn even more money, which would quickly make up for the investment. With an ISO certificate, top quality cranes and welding equipment, and the latest environmentally-friendly features, such a ‘green’ high-tech shipyard would draw customers. 

The initiative—sprucing up the shipyard—could come from either shareholder. But that didn’t happen. It seemed the initiative had to be taken by Hans, who had made a ‘hands off’ agreement with Leo Boer. Thus, if that was the case, he would have to take the initiative to update the shipyard. 

Blame Game

In 2020, after Leo Boer’s death, the profits tanked. At the end of that year the books showed a loss of €135,000. In the months that followed, the loss increased along with the disputes between the two shareholders, Hans and Luna Vermeulen. 

And in June 2021, when the Netherlands Enterprise Court’s appointed independent director informed the personnel that there were only two weeks to two months of payroll funds left, some of the customers and employees walked away. I had this information from the employees. This is the most shameless business act I have ever heard of in my life. Absolute silence would have been more appropriate, because in this period there were serious ongoing negotiations about a relaunch. Bankruptcy was not in the picture at that time. Around 20 August, scarcely two months later, the shareholders came to an agreement. In addition to the financial problems the new owners had to deal with, they had to figure out how to win back the market and the employees after this ‘frank revelation’. 

Well, that will be for another episode. Back to the neglected shipyard. Hans moaned that ‘The landlord has to maintain the shipyard’ and the heirs of Leo Boer get out the lease contract.

The hot topic was maintenance by the tenant. Hans said that Boer Beheer was responsible for maintenance of the space including buildings, cranes, and dry docks. 

True or false? I went to find out. 

I looked at the “Lease Agreement for Industrieweg 18”. This included commercial and office units, premises, cranes, and harbour. The agreement was valid for 10 years, and upon expiry would be automatically extended for a further 10 years, etc. On 1 January 2000, the rent was set at NLG 500,000 per year, excluding turnover tax. Converted to euros, not taking into account the price index, that comes to €227,000. If the rent from 2000 is revised (Article 12) on the basis of the CBS index figures for 2021 (+30%), the rent comes to €295,100. 

According to Article 8, the tenant must ‘properly supply and maintain’ the leased property. This is reinforced in Article 9: “The lessor will provide no further supplies or services”. Therefore, according to this lease contract, a bill from a painting company for painting push barges, the inside of the warehouse, and a construction/welding shed would be paid by SWB Shipyard, i.e. Hans. 

Article 9.1 of the General Conditions of the Office Space Lease Contract states that the Lessor (i.e. Vastgoed) is responsible for foundations, columns, structural floors, roofs, load-bearing walls, exterior walls, stairwells, sewer drains, exterior window/doorframes, lift, HVAC, pressure water system, and exterior paint. Thus, it was right for Luna to pay for the renovation of the canteen. 

Article 9.2 states that the tenant is responsible for minor and daily maintenance, such as rolling shutters, electrical system including lighting, pipes and taps for gas, water, and electricity, boundary partitions, and repair of technical systems. 

In short, SWB Shipyard leased the commercial spaces from Vastgoed “as is” and was responsible for maintenance. Lessor and Lessee were jointly responsible for the office spaces.

Jaantje Dock had a 10-year lease starting on 1 January 2004. The rent was €27,500 per quarter, or €110,000 per year. Annual correction is based on the price index figures for the CBI, and for 2021 we can add 30%. Thus we come to an annual amount of €143,000. Article 7.3 states that “The tenant is responsible for all maintenance and repairs.” Article 10.3 states that “if the rent is not paid promptly and on time, the agreement will be dissolved.” 

The lease agreement for “Stevendok Mees”, with a rent of NLG 138,600 or €62,893 per year, also states that the price will be raised with the CBI index figures. That would be an increase of 30% for 2021, which comes to €81,760. Here, too, Article 8 states that “the property must be properly supplied and maintained”.

In summary: land, commercial spaces, harbour, cranes, and docks represented a total rental amount of €519,860 per year, or rounded €43,300 per month. If we count the cranes, welding trolleys, machines, and stock, that is very close to € 50,000 per month.  

Mayhem, bungling, and fraud     

When robust South African businesswomen grab a broom to make a clean sweep, you had better watch out. Employees had already begun to tell Luna of the many irregularities and issues, and Luna started investigating. After all, the shipyard was built by her late husband, and you don’t let a 95-year-old legacy fall into ruin. Amen!

She found out that the stocks and inventory were unrecorded, that Hans’ business was withdrawing funds from the SWB’s ING bank account without permission, welding protocols were falsified, and Hans had the shipyard plant his olive trees at his house. In itself this was no big deal, but suppose every employee used company vehicles for “unofficial business”—that would be opening the floodgates. 

Hans also rented out the push barges made by SWB under the logo of SWB Shipping below market value, with insurance and maintenance contract. Hans also apparently made an agreement with the shipyard to transport his own cargo in the barges. See the intercepted e-mail below: 

From: H. Q.
Sent: Tuesday, December 29, 2020 12:30 PM
To: HANS
Cc: J.H.
Subject: Dba Nautica 10 

Hi Hans,

Regarding the Nautica 10, it’s at Strekdam with the last 3 cargoes: soy (A) 2nd cane sugar(B) 3rd your own

The barge will be hosed down Monday morning 4/1/2021 at Strekdam and will then be ready that afternoon to be taken away. 

Because of the holiday, it won’t be possible to hose down the barge this week. 

Kind regards,

H.Q.

A.B.
Barging & Logistics

This is just a sampling of the many ‘irregularities’ that have been identified. The deeper I dug, the more surprises popped out at me. On 12 July 2018, the company accountant confirmed a  pay rise requested by Hans from €95,014 per year to €124,500 per year. That is a rise of more than 31%. It was said that this had been agreed in consultation with Mr Leo Boer, but there is no documentation of this anywhere. The same day, a pro-forma payslip was drawn up. The accountant wrote, among other things:

“I adjusted the expense compensation to €100 net…” and: 

“To get to 3,985 net, your gross would have to go up another €2,100.18. I’ve put €800 of this under ‘bonus’. The rest I worked into the gross pay…”

Twenty minutes later, Hans answered: “Perfect, exact entries don’t matter.”

Not another 30 minutes went by before Hans received the confirmation in PDF from the accountant with the signature of the payroll department.

It wasn’t 24 hours before the attack on the control of SWB Shipping was launched. The accountant proposed to transfer a percentage of the shares to Hans, or to set up a trust foundation. All the shares of SWB Shipyard would also be certified in the trust foundation STAK. The board of the trust would consist of Leo Boer and Hans. The same day, the accountant decided:

“The successor of Leo on the board will be Luna, but then I would also recommend appointing our office as an independent third party. The articles of association will include a prior approval for all board decisions in accordance with Boer Shipyard. If you are in agreement, I will ask the civil-law notary to draft the articles with the necessary authorisations.” These arrangements have more than a whiff of conspiracy and going against someone’s dying declaration.

Insurance companies also appear to have been defrauded. I say this very tentatively, because the investigation is in full swing. As an example, there is a claim for €25,000 paid out by the insurance company. A bill was sent from SWB to SWB Shipping. Shipping collected the insurance money and then credited SWB’s bill. 

Without approval, SWB also gave SWB Shipping an unsecured loan in the amount of €665,000. According to former CEO Caroline Vermeulen, the tax refunds from SWB Shipping were used to pay off this loan. The icing on the cake, according to then-CEO Caroline Vermeulen, fake bills were sent to customers in order to lower the amount of tax to be paid. These bills, which were not paid, were later credited. Between 2018 and 2020, the fraud ran to €500,000.

Oh, there were plenty of tricks played at SWB Shipyard up to the transfer of ownership to the new owner, Luna Vermeulen, on 20 August 2021. Easter eggs were retailed at 40% profit. Yes, Easter eggs! An accounting firm that has little to do with SWB Shipyard was paid thousands of euros, and SWB Shipyard served as a “bank” for Hans’ business. In 2016 it loaned out €60,000, which remained outstanding in 2017, and appeared as a credit on the payment balance in 2018. A diligent search was made to see if that amount was paid back. At the beginning of 2020 the sum of €100,000 was included, and three months later half of it was paid back. The remainder was paid back in mid-2021.     

Again, it will take a great deal of investigation to get a straight story on these claims and the “who, what, where, why, and when”. The main reason is that many of the key documents have grown little feet and run away.