According to an order of summons presented by Esperaza on July 15, 2022, to which Lusa had access, Isabel dos Santos, daughter of former President José Eduardo dos Santos, now deceased, this alleged "deviation" took place in 2017, when the current Head of State of Angola, João Lourenço, dismissed Isabel dos Santos as president of Sonangol.
A preliminary report of an investigation by an expert of the Court of Amsterdam, dated 31 October 2022, concluded that Esperaza's alleged "diversion" of 52.6 million euros was based on deliberations with "false" dates, so they are "null, and that the businesswoman Isabel dos Santos acted "in an obvious conflict of interests".
Contacted by Lusa, the Angolan businesswoman stated in writing that "the 52.6 million euros correspond to dividend payments to Esperaza shareholders that were duly authorized at the general meeting, with a favorable vote by Sonangol".
The facts of history, however, date back to a period between January and October 2006, when Sonangol, which owned 100 percent of Esperaza, acquired, through this company, an indirect stake of 15.005 percent in Portuguese oil company Galp. For this purpose, Sonangol "invested 198 million euros in cash", says the document.
But already after the acquisition of that stake, and through a share purchase agreement, governed by the Dutch law of 21 December 2006 (SPA), Sonangol, at the time chaired by Manuel Vicente - man trusted by José Eduardo dos Santos, who later became vice-president of Angola - sold 40 percent of his stake in Esperaza to Exem Energy B.V (Exem) - a Dutch company that forms part of the network of (offshore) companies owned by Isabel dos Santos and/or the her late husband, Dokolo -, ending up with an indirect stake in the Portuguese oil company Galp, the document says.
However, at the time, Exem, through a company owned by Isabel dos Santos in the British Virgin Islands, "paid only 15 percent [about 11 million euros] of a non-commercial purchase price of about 75 million euros for the indirect participation in Galp", he adds.
Because, the Angolan state company Sonangol "agreed with the President's daughter that the remaining 85 percent would be paid from future dividends from Esperaza [to which Sonangol was already entitled anyway]".
Thus, "the SPA [Share Acquisition Agreement] was followed by a transfer act dated December 29, 2006, pursuant to which Exem acquired the 40 percent stake".
Years later, "in the days surrounding her dismissal [from Sonangol], Isabel dos Santos, with the cooperation of the other defendants in these cases, caused the withdrawal of 52.6 million euros from Esperaza and herself appropriated the amount through Exem", states the order.
"How? Using a series of Dutch corporate deliberations, which are falsely claimed to have been taken on the eve of Isabel dos Santos' dismissal," the document states.
To that end, according to the order, the Angolan businesswoman and her "faithful associates hastily removed the incumbent directors of Esperaza, who had been appointed by Sonangol, and appointed two of Isabel's confidants as new directors, along with the third director who was already his right-hand man".
"A decision was then taken to make a so-called distribution of dividends, which practically emptied Esperaza [of which 52.6 million euros went to Exem]", reports the order.
Afterwards, and also through "the same deliberations, on the same November 14, 2017, the Esperaza shareholders' meeting decided to dissolve Esperaza".
As early as 2020, the Ondernemingskamer [the special section of the Amsterdam Court of Appeal with jurisdiction over corporate law cases, dubbed the Chamber of Companies] ordered an investigation into the course of affairs at Esperaza around the deliberations that Exem claimed justified this 'Detour'.
At the same time, the Chamber of Companies appointed a temporary director, Camilo B. Schutte, who found, in May 2021, that the SPA (Share Acquisition Agreement) "was null and void because it was contrary to public order" .
Furthermore, in a later judgment of 23 June 2021, the Chamber of Companies ruled that the director appointed by it "had reasonably been able to reach that conclusion based on the facts and circumstances and also had to act in accordance with its conclusions in order to prevent Esperaza and Esperaza's management from potentially cooperating in money laundering".
In a judgment of 23 July 2021, a court of the Netherlands Arbitration Institute (NAI) chaired by A.S. Hartkamp, in an arbitration between Exem and Sonangol, ruled that the Exem transaction "was concluded under the influence of grand corruption and was null and void, because it violated public order and morals". The arbitral tribunal rendered a declaratory judgment that Sonangol continued to be entitled at all times to all shares in Esperaza and that Exem was never entitled to the shares it acquired in the Exem transaction.
"It is thus established that, in any case, the payment of 52.6 million euros was improperly made to Exem, without prejudice to the illegal nature of the Deviation", says the order.
But when that amount was requested from Exem, from Isabel dos Santos and Dakolo, the company "did not return anything to Esperaza" and, in part, "for this reason it was declared insolvent on September 21, 2021", which was recently passed on trial.
