24 July 2018

Angola: A Cautionary Tale for Foreign Investors in Angola

analysis

It may have looked like 'easy pickings'. The property market in Angola was booming: extreme shortages of decent housing in the face of overwhelming demand (especially in the capital, Luanda) meant that hotel rates and rents had soared to become the highest of any city in the world.

For non-Angolans with capital to invest, offers of bonds and equity in joint-venture companies promising a multi-million dollar portfolio of properties with guaranteed monthly income, seemed a sure-fire prospect. But as with any investment that offers a high return, there is often high risk. And nowhere more so than when dealing with the kleptocracy that ruled Angola for four decades.

As ongoing lawsuits in both Angola and the USA have shown, it is all too easy for well-connected Angolans to swindle their foreign partners, and get away with it. Just ask Africa Growth Corporation (known by its acronyms AGC* or AFCO) (*See 'Corporate Alphabet Soup' below)

AGC is the product of a 2016 merger between the US-registered Brenham Oil and Gas Corp. and Angola International Capital, a subsidiary of Africa International Capital, set up and registered in Bermuda in 2014 by US citizen Christopher Mark Darnell* (*see 'Cast of Characters', below).

At the time of the merger, Darnell was already in partnership with Captain Miguel Kenehele de Andrade*, a well-connected Angolan businessman whose father, General António Francisco de Andrade* was a veteran of the Angolan Armed Forces. Miguel Andrade fronted a group of Angolan companies including the ADV* stable, and had acquired land in a prime seafront location, allegedly with money supplied by his US partners, to build condominiums. Darnell's AIC and its various offshoots were set up to raise more money from foreign investors to acquire this real estate, finish the developments and administer the luxury apartments which would attract high-end clients.

Darnell and Andrade then registered several more Angolan companies to manage the three developments: the ISHA I, ISHA II and PINA projects. In all there would be 100 luxury apartments with guaranteed services, not just essential utilities but concierge services and the requisite high security.

The real power behind the Andrade business network however was not Miguel, but his father, the well-connected (but politically-exposed) General António de Andrade. Once the General was retired into the Reserve and could openly engage in business, he is alleged to have used his personal lawyer Fumwathu Gahuma Guilherme* to arrange a bogus one-man 'board meeting' to oust the AGC-appointed administration and put himself in charge, with the ultimate aim of transferring all the assets into companies owned or controlled by his family without having to buy out his son's American partners.

THE TAKEOVER

In September 2017, the General was unveiled as the Administrator of a company named Ausral Angola Lda., which unilaterally announced the dissolution of the ADV agreement with AGC. Within weeks Darnell had resigned, passing the buck to his business associate Brenton Kuss* (a former KPMG* Manager and AGC CFO) who became interim CEO.

The man sent to retrieve the company documents in August 2017, including proofs of ownership, was none other than US citizen Christopher Sugrue* - like Christopher Darnell, a University of Chicago alumnus. Sugrue is a former hedge fund trader whose company PlusFunds* Group Inc was caught in the fall-out from the notorious Refco fraud. Sugrue (a former Refco executive VP) filed for Chapter 11 bankruptcy and PlusFunds was dissolved in 2006.

There is documentary evidence that Sugrue was one of the investors in the Angola Property Group (APG) and that he was also an associate of Christopher Darnell. Sugrue, along with Ildefonso Massanga*, lawyers and two police officers, retrieved the essential paperwork in the face of a torrent of verbal assault and threats from another member of the Andrade family, General António's daughter Natasha*, a public prosecutor who then improperly abused her position to order his arrest. It later emerged that ownership of the land had been transferred to Natasha, who is currently suspended pending a disciplinary process.

COURT ORDERS IGNORED

Up against the de facto occupation of their asset and the intimidation deployed by the Andrade family, AGC sought redress through the Angolan Justice system and won. In November 2017 a judge ordered the Andrade family to return the properties in dispute. A farcical merry-go-round then ensued.

Initially, the Angolan national police force enforced the court order, evicting the Andrades and their representatives. However, once the police had left, the General returned with armed guards and forcibly re-occupied the administration offices. The foreign investors went back to the Angolan court and obtained another order in December 2017 but to date it has proven impossible to shift the Andrades.

So AGC filed suit in Washington, D.C. seeking US $55 million in compensation from the Andrade group and adding two of the General's political allies to the lawsuit, claiming that the Luanda provincial governor, General Higino Carneiro, and the Angolan Attorney-General, General João Maria de Sousa, were complicit in assisting their brother-in-arms to seize AGC's assets.

The case alleging the "illegal dispossession of estate in Angola" is currently before Judge Beryl Howell. AGC says the Angolan shareholders used forged documents, intimidation and force of arms to seize, expropriate and illegally transfer the American assets into Andrade's possession, without due process or compensation.

Rear of the Isha residential apartment building. It includes 80 apartments, and costed 20 million dollars.

DEAL, WHAT DEAL?

In spite of the documentary evidence produced by AGC, General Andrade denies there was ever a deal with the US-registered firm. In a letter to the Jornal de Angola dated November 28th, 2017, General Andrade only admits the existence of a partnership between the firm BLOX Construções, S.A., and the Angola Property Group from 2008-2015 which when terminated, resulted in a dispute between the Andrade family and two foreign investors: Cristopher Sugrue and Omer Gal (an Israeli citizen).

In the interim Angola had a change of President and regime, with João Lourenço promising to clean house and sacking many of the corrupt placeholders installed by his predecessor José Eduardo dos Santos, including the Attorney-General. Dos Santos was promised lifetime immunity and many of those who profited hugely under his regime remain too powerful to be confronted head on, as yet. But the new regime is chipping away at the general impunity enjoyed by an entire echelon of self-enriching military and government officials, and prosecutions of the minnows are well underway.

This may not give any comfort to the Andrades' erstwhile partners in AGC - and far less to anyone who invested in their property deals. The small print (as in their annual filing to the SEC) warned that Angola was a high-risk investment with no guarantees and it looks ever more likely that anyone who bet on AGC and its numerous subsidiaries may lose every cent. As the old saying goes: "if you like down with dogs, you get up with fleas."

CORPORATE ALPHABET SOUP

ADV (ANGOLA DEVELOPMENT VENTURES): a recurring name and acronym in companies linked to the Andrades. In July 2013, ADV is listed with the National Private Investment Agency (Agencia Nacional de Investimento Privado Resolução 64/3) as having certified a foreign investment of US$3,482,000 to buy a 99% stake in AGPV Lda. The Paradise Papers revealed the connections between many of the ADV (and other) brands linked to the Andrades such as ADV Inc, ADV Holding Ltd., ADV International Ltd., ADV Leases Ltd., APG Phulasos Ltd., QuesCom Inernational Ltd. and the Angola Development Group.

Angola Development Ventures Incorporated was set up in the British Virgin Islands in 2011 along with ADV International Ltd., and ADV Holding Ltd. ADV Holding Ltd and ADV Leases Ltd. are also registered in the UK and share the same address at 100 Crawford St. in London. Miguel Kenehele de Sousa Andrade was also registered as a Director of Crescat Excolatur, S.A., registered in St. Vincent and the Grenadines. The ADV also own subsidiary companies named Maximilio and QuesCom which provide security and concierge services to the Pina and Isha apartment complexes.

On August 28, 2017, Miguel Andrade was no longer a director for ADV Holding Ltd. but, according to official documents, he held a one-man general assembly. He appointed his father as a manager of AGPV (see below), which has direct ownership of the residential buildings Isha and Pina. The next step was the easy transfer of the assets to the Andrade's family ownership with the "help" of state institutions, and the booting of the foreign investors out the business.

As soon as he retired from active service, General Andrade also appeared as the administrator of a company named Ausral, which unilaterally announced a "dissolution of (its) agreement with AGC" on 01 Sep 2017. Both Christopher Darnell and Pavlos Papageorgiou also appear on the books as partners and the only directors in ADV Holding Ltd.

APG (ANGOLA PROPERTY GROUP) is just one of a (deliberately-confusing) web of companies all connected to each other in some way or another by directors, address, shareholders or similar, as evidenced in the Paradise Papers, a trove of documents obtained from the Bermuda-based legal firm Appleby which acted as an intermediary in offshore deals.

The Paradise Papers show APG is linked not just to Africa International Capital and its subsidiary Angola International Capital but also to the Angola Business Unit, Africa Real Estate Ltd., Africa IC plc, AIC Services Ltd., Crescat Ventures Ltd. and Phoenix Trust, (all featuring Christopher Darnell) as well as to the ADV Group: ADV Inc., ADV Holding Ltd., ADV Leases Ltd., ADV International Ltd., APG Phulasos Ltd, AGPV Lda., QuestCom International Ltd., Illico and Maximilio (all connected to the Andrade family).

APG itself was a Bermuda-registered company with a single director, named as Christopher John Reinhard listed as resident in Namibia. It was said to be the holding group for 35 investors (including Darnell, Sugrue and the Andrade family) who put money into real estate development projects in Angola. Documentary evidence supplied to Maka Angola shows Miguel Andrade's involvement via his Bulgarian company, Zahavi. APG has since been liquidated - however it has left an online presence, which gives as its contact, Miguel Kenehele de Andrade in Angola.

AGPV

Darnell's AIC and the Andrade family's ADV together owned AGPV Lda.; AGPV was the registered owner of the Pina and Isha residential developments which were subsequently sold on to AGC; AGPV's subsidiary, Illico, owns or owned (the surface rights to) the land on Ilha do Cabo, Luanda on which the luxury condominiums were built.

AIC

Christopher Mark Darnell, a US citizen and graduate of the University of Chicago, registered Africa International Capital and Angola International Capital in Bermuda in 2014, later as AIC Ltd. e annual financial reports filed by the AIC group in Bermuda in 2014 (the year it was set up) and 2015 (the last year it traded as AIC before merging with Brenham Oil & Gas to become AGC) show AIC acquired the ADV group on January 23, 2015 for what is described as a "fair value" of US$30,669,000.

They also reveal that as at September 30, 2015 Crescat Ventures Limited was the manager of Africa International Capital Ltd. One excerpt from that report gives a flavour of the self-dealing involved, given that each firm's single director/shareholder was the same individual:

"There was a management agreement in place between Africa International Capital Ltd and Crescat to provide certain management and strategic advisory services to help ensure Africa International Capital Ltd and its accounts meet their stated investment objectives.

Crescat's shareholders as at the date of the Statement of Financial Position are Christopher Darnell, Chief Executive Officer of Africa International Capital Ltd and of the Angola Business Unit; and the Phoenix Trust.

As part of its management agreement with Africa International Capital Ltd a fee amounting to USD 500,000 fell due and payable upon the successful listing of the Angola Business Unit on the Bermuda Exchange.

The USD 500,000 fee payable to Crescat was offset, by way of a Netting and Offsetting Agreement between Africa International Capital Ltd on behalf of Angola International Capital and Crescat, against the receivable due from Crescat for a USD 500,000 issue of shares."

"The company terminated the current management agreement in place between Africa International Capital Ltd and Crescat on 03 November 2015."

AGC (as referenced above) was the product of the merger between AIC and Brenham Oil & Gas, which conveniently gave Darnell a company with a US base (Brenham was registered in Las Vegas, Nevada). As a US-based company, registering with and reporting to the SEC, it could promise would-be investors in risky African ventures "high international standards (... ) confidence and peace of mind".

According to its website, "Africa Growth Corporation strives to become the leading US listed finance company for Sub-Saharan Africa through

- catalysing the expansion of the mortgage market through the creation of country specific Mortgage Acceptance Corporations (MAC's) that finance mortgages and acquire mortgage portfolios;

- developing consumer finance programs including the utilization of innovative technological solutions; and

- acquiring, operating and financing real estate assets."

Its Angolan operation was mainly limited to the last of those and the website still lists the three luxury Angolan properties property acquired from AGPV as real estate assets, a matter in some dispute.

AGC advised the SEC it would relocate its office from the United States to the AIC office in Hamilton, Bermuda (41 Cedar Ave 5th floor, Hamilton HM12), though the telephone contact numbers provided to the SEC were the London offices of the AIC subsidiaries. Prior to the merger, Darnell had already registered AIC subsidiary companies in the UK, producing a shiny prospectus for bond issues in Ireland and the UK to attract investors. Amongst those persuaded to get on board with AGC were Pavlos Papageorgiou, Matthew Miller, Evan Behrens

Gerhard Greif, Garth Lorimer Turner, Tracy Packwood and Dilek Macit. AGC filed an annual report for 2016 to the SEC, showing its new business structure:

"The shareholdings reflect AIC's direct or indirect economic interest in the respective entity. As at the date hereof, no amount was outstanding in respect of the issued shares for each of the below listed subsidiaries and none of these subsidiaries holds its own shares."

CRESCAT: Crescat Ventures Ltd was a company set up by Darnell in Bermuda as a vehicle to "manage" (for a fee paid to himself) his other company AIC. Upon the merger to form AGC, and as reported in its filing to the SEC for 2016, AGC ("the Company") issued stock to Crescat Ventures Ltd. "as part issuance in connection with the Merger."

The same report to the SEC detailed the asset acquisition for AGC:

"As a result, the post-merger plans of the Company include the acquisition of property interests of three properties (comprising a total of 64 apartments and commercial space) and a further property interest nearing construction completion (comprising 40 additional apartments). The following properties are located in Luanda, the capital and largest city in Angola:

Isha 1 and 2 (Ilha do Cabo, Luanda): ownership and control of a three-story residential apartment building with 24 apartments and of a four-story residential apartment building with 24 apartments; and

Pina (Ilha do Cabo, Luanda): ownership and control of the lease of a modern complex with 16 residential apartments and approximately 134 square meters of commercial space."

It also spelled out at length and in great detail the associated risks of doing business in Angola, in effect giving a written Caveat Emptor (Buyer Beware) warning to any potential investors that they could face total loss.

This is a separate entity to the similarly-named Crescat Excolatur S.A., the company set up in St. Vincent and the Grenadines by Miguel Andrade.

CAST OF CHARACTERS

General António Francisco de Andrade, the paterfamilias: a retired General (Reserve) linked to the ruling MPLA party who served for more than 20 years as the Director of the Institute for the Social and Professional Reintegration of Angolan Military Veterans (Instituto de Reintegração Sócio-Profissional dos ex-Militares de Angola, IRSEM). As a serving officer in the military, Angolan law prevented him (in theory) from engaging in business deals. However, in common with many (if not all) of his high-ranking colleagues, he circumvented this by having family members become the nominal owners, shareholders, directors or administrators of companies set up both inside Angola and overseas.

Anyone of rank in the Angolan political or military hierarchy was encouraged to enrich themselves this way - their complicity in the corrupt nexus that ruled Angola ensured their loyalty to the President. It was only upon his transfer into the reserve that the General moved to centre stage, replacing his son and daughter as the real head of the Andrade business group. Sources allege he obtained the land on Ilha do Cabo, Luanda from the Fisheries Ministry by persuading the Minister Vitória de Barros Neto (deputy minister at the time) to sell it to him for US $400,000, a sum he raised from his "foreign investor partners", AIC, as documents show.

Miguel Kenehele de Sousa Andrade: General António's son, a former army Captain who became the primary 'straw man' for his father's business interests, acting as Director of numerous companies linked to his family. His business interests include Bulgarian-registered Zahavi and Sons via which he owned 7% of the stock in the Angola Property Group.

Natasha Sulaia de Andrade Santos: General António's daughter, a lawyer who worked for the public prosecutor's office. She is currently suspended and facing disciplinary action for her role in creating false reports to the police to request the arrest of Sugrue, amongst other irregularities.

Fumwathu Gahuma Guilherme: General António's personal lawyer, alleged to be complicit in the fraudulent acts that resulted in General Andrade being named General Manager of Illico in October 2016 behind the US partners' backs. In September 2017, he is alleged to have helped the General get fraudulent notarization of the transfer of title to the land in his daughter's name for the nominal sum of US $2,700.

Christopher Mark Darnell: US citizen born in Sept 1970 and alumnus of the University of Chicago, variously listed as resident in Bermuda and in the UK where in 2014 he registered three companies with himself as Director: UK - Africa Real Estate Ltd (resigned Sept 2016); Africa International Capital (UK) Ltd (dissolved) and Growth Ignition Limited (still active).

That same year in Bermuda he registered Africa International Capital, Angola International Capital, Angola Business Unit and Crescat. After the merger between AIC and Brenham which formed AGC, the annual report filed to the SEC revealed that QuesCom had acquired AGPV LDA on August 11th, 2015 and that Africa International Capital - Angola International Capital and its subsidiaries held 100% of the share capital of AGPV Lda.

Christopher Sugrue: a US citizen and alumnus of the University of Chicago; a former hedge fund specialist and Executive VP of Refco who founded and chaired the Chicago-based PlusFunds Group Inc. which launched 22 SPhinX funds, registered as companies in the Cayman Islands. When Refco went under after revelations of a $2.4 billion fraud that resulted in a prison sentence for CEO Phillip Bennet, Sugrue was caught up in the mess. His company PlusFunds went under, applying for Chapter 11 bankruptcy in March 2007. The SPhinX funds/companies were finally wound up in January 2018. Sugrue was listed as owning 5% of APG and acted on AGC's behalf to recover documents when the partnership went sour.

Brenton Kuss: an Australian-born accountant, listed as resident in the UK and a Director of Darnell's UK companies, Africa Real Estate Ltd, from 2015-2016 (when the company was dissoved) and AIC Services Ltd. for which he is still listed as an active director in the Companies House register. He was CFO for APG until taking over as interim CEO after Darnell's resignation.

Ildefonso Machado Francisco Massanga: A lawyer acting as the AGC Manager in the Angola office, pushed aside when General Andrade made his move.

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