An investigation by an expert from the Amsterdam court concluded that the alleged “embezzlement” of 52.6 million euros (ME) by Esperaza, a subsidiary of Sonangol, was based on deliberations with “false” data, which are therefore “null and void”.
The investigation, whose preliminary report was released last week, concluded that the alleged “detour” to Isabel dos Santos’ businesses was based on “zero” deliberations, as they were essentially taken after the businesswoman’s resignation as Sonangol president.
In addition, according to the researcher, the businesswoman and daughter of former Angolan president José Eduardo dos Santos, now deceased, performed legal acts on behalf of the Angolan oil company while holding that position, which benefited its companies, “in a clear conflict of interest”, because she and her husband Sindika Dokolo were the actual beneficiaries of Exem, the company to which the amount in question was funneled.
Esperaza is a Dutch company that at the time was 60% owned by the Angolan state oil company and 40% owned by Exem, a company 100% owned by Isabel dos Santos and her husband, Sindika Dokolo, who passed away in 2020. Esperaza owns 45% of Amorim Energia, which in turn is Galp Energia’s largest shareholder, with 33.34%.
According to a complaint filed by Esperaza in July this year at the Court of Amsterdam, to which Lusa had access, 52.6 ME were allegedly “embezzled” from the Dutch holding company by Isabel dos Santos in 2017.
In 2020, at the request of the Angolan oil company Sonangol and Esperaza itself, the Enterprise Chamber, a special department of the Amsterdam Court of Appeal that is competent for corporate law matters.
The Court’s investigative report, dated October 31 this year, concludes that “the deliberations were deliberately retroactively dated”, i.e. brought forward from the date they took place, and “none of the deliberations were actually signed on 14 November, 2017,” the document reads.
This anticipation of the date gave the impression that the deliberations had been signed earlier [Isabel] dos Santos and [Sarju] Raikundalia [Presidente e administrador da Sonangol, respetivamente] to be fired, on November 15, 2017 at 1 p.m.,” the report concludes, specifying that “all signatures were added long after this dismissal was made public,” the researcher claims in the report.
According to the report, an email exchange with United on November 15, 2017 “shows that in the early evening of November 15, 2017, nothing had been decided on important issues [o montante dos dividendos, a pessoa do liquidatário, a pessoa do depositário dos livros e registos]🇧🇷
In December 2006, Sonangol sold a 40% stake in Esperaza to Exem, who paid only 15% [cerca de 11 milhões de euros] of the purchase price, as the Angolan state-owned company agreed that the remaining 85% would be paid from future Esperaza dividends.
Exem was released from its loan obligations under the repayment agreement in 2017, between Sonangol and Exem for the purpose of repaying that installment loan, in euros and not in kwanzas, including Sonangol’s confirmation, dated November 9, 2017, for the payment, on October 13, 2017, of an amount of 11.9 billion Angolan kwanzas.
On January 4, 2018, Sonangol refunded the amount of AOA 11.9 billion to the Exem account received on October 13, 2017.
The report concluded that based on “the assumption made in 2017 by Sonangol and Exem that the acquisition by Exem in 2006 of a 40% stake in Esperaza was a reality, the payment agreement, combined with the granting of discharge by part of [Isabel] dos Santos on behalf of Sonangol to Exem in respect of interest due under a supplier loan of EUR 8.98 million was clearly detrimental to Sonangol and beneficial to Exem”.
In this context, Isabel dos Santos “performed legal acts on behalf of Sonangol, while she had an apparent conflict of interest in doing so, since she and/or her husband Dokolo was the UBO [Ultimate Beneficial Owner — Beneficiários Efectivos] van Exem,” the document said.
The payment agreement, the text said, “opened the way for a dividend payment of EUR 52.6 million by Esperaza to Exem on November 17, 2017”.
The document also highlights that even if Isabel dos Santos had not been dismissed as a director of Sonangol at the time the shareholder resolutions were drafted, she would not have been authorized to sign them because, Dário Moura Vicente describes in his expert report, “by voting on Esperaza’s three shareholder resolutions, he acted in a blatant conflict of interest”.
Isabel dos Santos, it adds, “thus indirectly benefited from the distribution of dividends authorized by these resolutions and caused an equal financial loss to Sonangol, which necessarily leads to the qualification of these acts as a form of bargaining with itself and of abuse of representative powers”.
“The shareholder resolutions are therefore null and void because Sonangol is the majority shareholder [da Esperaza]did not validly vote in writing to accept these deliberations,” the report said.
With regard to the decision to pay out 131.5 million euros in dividend, the written decision and confirmations of the board of directors of Esperaza Holding BV are also “null and void”, the researcher concludes. Therefore, “the dividend payments, on November 17, 2017, of EUR 67.06 million to Sonangol [retenção de 15% de imposto sobre os dividendos] and 52.6 million euros to Exem have been paid unduly,” he concludes.
Source: DN
