The Angolan Government Agents used their official title and powers to fraudulently prepare Powers of Attorney to appoint one of their associates as the shareholder representative of AFGC’s Angolan subsidiaries. General Antonio Andrade then had himself appointed as director and Gerente (General Manager) with signature authority over AFGC’s Angolan bank accounts, which he used to illicitly transfer money to himself and his fellow Angolan government conspirators.
AFGC only became aware of this fraud later, as the acts giving rise to the fraud were not properly recorded and documented in the official corporate registry of Angola, as administered by the Angolan Guichet Unico de Empresa (“GUE”), a division of the Angolan Ministry of Justice.
The Angolan Government Agents conspired with the GUE to amend the bylaws of AFGC’s Angolan subsidiaries to name General Andrade as the sole legal representative and signatory of all official documents to be issued by AFGC’s Angolan subsidiaries going forward. In so doing, the Angolan Government Agents unlawfully and effectively assumed complete control over AFGC’s Angolan subsidiaries.
When AFGC’s legal representative requested to see the documentation supporting the GUE’s registration of General Andrade’s appointment as sole director and Gerente of AFGC’s Angolan subsidiaries, the GUE acted in a discriminatory manner against AFGC, defied its own standard practices and regulations, and refused AFGC’s requests without cause or reason, despite AFGC being the lawful owner.
Throughout this unlawful process, Angolan Government Agents were supported by and conspired with Angolan notaries, acting under their official powers within the Angolan Ministry of Justice, to enable patently fraudulent documentation and thereby advance the expropriation of the AFGC Assets. Further when investigated by our local legal representatives documents vanished from the official company and property registers.
Threats of Violence, Intimidation and Abuse of Power to Steal the AFGC assets
THREATS OF VIOLENCE
Using their official titles and positions, the Angolan Government Agents intimidated AFGC staff with threats of violence and demanded that they falsely be recognized as the owners and managers of the AFGC Assets. The Angolan Government Agents also demanded that the local AFGC staff cut off all contact with AFGC senior management going forward. Further, the Angolan Government Agents installed a heavily-armed security detail brandishing AK-47’s to deter any actions against them or any actions to retake the AFGC Assets.
Having gained unlawful possession and control of the AFGC Assets, the Angolan Government Agents then attempted to sell off individual apartments to unsuspecting third-party buyers in Angola in an effort to take the sale proceeds for their own benefit.
FIRST ABUSE OF POWER
AFGC attempted to regain possession and control of the AFGC Assets, but Angolan State Prosecutor Natasha Andrade Santos abused her official title and position and directed the Angolan Police not to take any action against her fellow Angolan Government Agents or their heavily-armed security detail. The Angolan Police refused to act in support of AFGC, despite having received in advance all of the legal documentation provided by AFGC representatives that clearly proved that AFGC has sole legal right to ownership, possession and control of the AFGC Assets.
SECOND ABUSE OF POWER
Following AFGC’s attempt to retake physical possession and control of the AFGC Assets, in furtherance of the unlawful conspiracy, Angolan State Prosecutor Natasha Andrade Santos made a patently baseless and abusive criminal claim against purported AFGC representatives, which falsely alleged that they had invaded private property lawfully owned by the Angolan Government Agents.
THIRD ABUSE OF POWER
Another of the Angolan Government Agents, Captain Miguel Andrade, also acted in furtherance of the unlawful conspiracy by threatening AFGC representatives and employees it they tried to retake possession, custody and control over the AFGC Assets.
Abuse of Power and Collusion to Commit Fraud
See Exhibit A - Fraudulent Change to Property Register
Angolan State Prosecutor Natasha Andrade Santos further colluded with Angolan General Higino Carniero, in his official capacity as the Governor of the Province of Luanda. Together they facilitated the fraudulent transfer of the surface rights to the AFGC Assets by ordering that the Angolan Property Registry change the official and rightful holder of title from AFGC’s Angolan subsidiaries into the name of Natasha Andrade Santos, a patently unlawful transfer of title rights.
The fraudulent documents detail that Angolan State Prosecutor Natasha Andrade Santos purportedly “purchased” title to the AFGC Assets, and with it all future rental income — valued at an estimated total of well over US $55 million — for US $0.
Despite the supporting documentation being forged and fraudulent, this property transfer was signed and approved by Angolan General Higino Carniero, who abused his official title and powers as Luanda Provincial Governor in furtherance of the unlawful conspiracy.
Upon learning of the fraudulent transfer of title to the AFGC Assets, AFGC representatives appeared at the Angolan Property Registry to attempt to determine how the fraudulent transfer of title had occurred and to correct it immediately. In response to the appearance by the AFGC representatives, an official at the Angolan Property Registry acknowledged that the documents submitted by State Prosecutor Natasha Andrade Santos to register title to the AFGC Assets in her name were not in compliance with Angolan law and regulations. AFGC was told that the Angolan Property registrar was forced by State Prosecutor Natasha Andrade Santos to make the fraudulent change in title, pursuant to the signed land transfer order of Angolan General Higino Carniero, regardless of its clearly unlawful nature.
It should be noted that further irregularities are raised as the Angolan Government Agents backdated the transfer of title from the process date of 20 Sept 2017 to 18 January 2017.
Failure of Angolan Justice System
See Exhibit A - Ignored Mortgage/Lien placed on AFGC's Expropriated assets
Despite repeated attempts by AFGC to remedy the theft of the AFGC assets by the Angolan Government Agents, the Angolan legal and justice system has failed AFGC at every step of the way in protecting its legal rights and has discriminated against AFGC as a foreign company and investor. Some of these failures appear elsewhere on this website. Additional failures of the Angolan legal and justice system include, but are not limited to:
ADDITIONAL FAILURE 1
When AFGC first learned that the Angolan Government Agents may attempt to transfer the property title, AFGC and its Angolan legal counsel placed a duly registered mortgage/lien over the properties for the value of US $5 million. AFGC had hoped that this would prevent any transfer in title as any transfer would not be able to take place without the mortgage/lien being first paid and cleared. The mortgage protection of AFGC’s rights and title was simply ignored by Angolan State Prosecutor Natasha Andrade Santos and Angolan General Higino Carniero in fraudulently transferring title to and conspiring to steal the properties.
ADDITIONAL FAILURE 2
Criminal complaints were filed on behalf of AFGC against the Angolan Government Agents in August 2017 with the Attorney General’s Office (PGR) and with local law enforcement. The Angolan Government Agents used their official government positions to ensure that the complaints were ignored. No investigation was ever undertaken, no request for information made to AFGC, no information communicated to AFGC and no actions were taken by the PGR and its representatives against the Angolan Government Agents despite AFGC's Angolan legal representatives continuously requesting that the PGR do its job and fulfill its obligations to uphold Angolan law. Local and state law enforcement refused to act.
ADDITIONAL FAILURE 3
An Injunction in the first section of the civil and administrative court of the Provincial Court of Luanda, Case no 2911/17, was filed in September 12, 2017, on behalf of AFGC. Natasha Andrade Santos abused her government position, title and power as an Angolan State Prosecutor to subvert the course of justice on several occasions in an attempt to delay the case, have the case thrown out of court, and influence the judges’ decision.
Finally, in November 2017 a hearing was held before the Angolan Provincial Court which involved the production of witnesses. The Angolan Provincial Court issued a written verdict and opinion, dated November 23, 2017 in which the Angolan Court ruled that the AFGC assets had been taken unlawfully and "by exercising extreme violence".
After receiving this Angolan court decision and order in favor of AFGC, AFGC persuaded the Angolan Civil Police to attempt to remove the Angolan Government Agents and their security team from the AFGC Assets. AFGC was unable to get the Angolan Police to enforce the Angolan court order as the Angolan Government Agents again used their official government positions and title to claim military immunity and intimidate local law enforcement. In refusing to accept the jurisdiction of the Angolan court, Angolan General Antonio Andrade publicly stated that: "I have immunities, I don't have to obey to any court." & "I won't leave here!"
Following the failure of the Angolan Police to enforce the Angolan court order, AFGC reapplied to the Provincial Court to amend the injunction to empower the State/Military police with the ability to enforce the court order. The Amended Angolan Court Order was issued in favor of AFGC on December 19, 2017, with the court reaffirming the "unlawful and violent nature" in which AFGC's assets were stolen.
On January 31, 2019 the Angolan Police briefly succeeded in persuading the Angolan Government Agents to vacate the AFGC properties, with the Angolan Government Agents returning to the AFGC assets as soon as the police departed.
ADDITIONAL FAILURE 4
On November 2, 2017, the GUE (Angolan Corporate Registry) formally rejected AFGC's request to cancel its unlawful registration of General Antonio Andrade as director and Gerente. Again, as with the PGR, the decision by the GUE was influenced by the Angolan Government Agents. Again, as with the PGR, an Angolan government agency (GUE) applied a different set of rules and procedures to AFGC as a foreign company and investor and thereby unlawfully discriminated against AFGC.
Failure to Fulfill Settlement Obligations - Corruption Extends to the Attorney Generals Office
On January 7, 2019, AFGC prepared and sent a letter that was hand delivered to Angolan President Lourenço. The Letter summarized the pending dispute arising from Angola’s expropriation, unlawful transfer of title, and seizure of control of the AFGC Angolan Assets by Angolan Government Agents and demonstrated AFGC’s willingness to meet with authorized representatives of the Republic of Angola to settle the pending dispute.
On January 30, 2019, AFGC’s U.S. legal counsel was contacted in Miami-Dade County, Florida by Dr. Eduarda Rodrigues Neto, Deputy Attorney General for Angola, who represented that she had been personally directed and authorized by Angolan President Lourenço to meet with AFGC authorized representatives in Lisbon, Portugal, for the express purpose of settling the pending dispute between AFGC and Angola.
On February 1, 2019, AFGC sent a letter to Dr. Rodrigues Neto, as the officially designated representative of Angola, setting forth the terms of AFGC’s settlement demand to Angola, in particular the demand for cash payment in the amount of USD $55 million, and agreeing to a meeting with Dr. Rodrigues Neto, who represented again that she was acting as an official representative on behalf of Angola.
On February 12, 2019, AFGC met in person with Dr. Rodrigues Neto, who represented a third time that she was the specially authorized Angolan government representative for the Office of the Angolan Attorney General and was attending the settlement meeting at the express direction of President Lourenço. Dr. Rodrigues Neto was joined by her colleague, Pedro de Carvalho, who was introduced to AFGC as another Deputy Attorney General for Angola.
Also present at the meeting was a respected Portuguese attorney, who was retained by AFGC to serve as an independent third-party English-Portuguese translator and neutral party during the settlement discussions.
Despite the actual estimated losses by AFGC at the time of approximately USD $95 million, AFGC communicated to Dr. Rodrigues Neto AFGC’s willingness to accept a compromise settlement value of USD $55 million (the minimum value of AFGC’s then-pending claims for actual losses in the D.C. Action, as of the time of filing in November 2017) in order to achieve an expedited settlement and payment.
In response to AFGC’s settlement demand of USD $55 million, Dr. Rodrigues Neto made and handed to AFGC a written counteroffer on behalf of the Angolan government of USD $40 million.
Following discussion and negotiation, a settlement was reached in which the Angolan government agreed to pay AFGC USD $47.5 million in full and final settlement under the conditions proposed by AFGC. Dr. Rodrigues Neto confirmed these final terms of settlement after a call to a senior Angolan government official.
AFGC and the Angolan government representatives reviewed and approved all of the written terms of the Settlement Agreement in English and Portuguese. Dr. Rodrigues Neto also took handwritten notes as the terms were being read and translated. After hearing all of the terms, Dr. Rodrigues Neto and her colleague confirmed the terms of the finalized Settlement Agreement between the parties.
Before ending the settlement meeting, AFGC and the Angolan government representatives again reviewed and approved all of the written terms of the Settlement Agreement in English and Portuguese so that there could be no claim of misunderstanding. Again, Dr. Rodrigues Neto, on behalf of the Angolan government, confirmed and agreed to the terms of the Settlement Agreement as written.
At the conclusion of the meeting, Dr. Rodrigues Neto confirmed that the Angolan government would undertake to further memorialize the Settlement Agreement in writing and that the parties would reconvene in Lisbon the following week, on February 18, 2019, to sign this document. Dr. Rodrigues Neto added that the sole reason for creating the subsequent writing for signature was to accommodate certain formalities required by the National Bank of Angola for the payment of funds outside Angola.
Dr. Rodrigues Neto affirmed unequivocally at this time that the Settlement Agreement was a valid agreement that had the approval of the Republic of Angola and President Lourenço, who had personally directed to her that the AFGC matter be settled at the February 12 meeting, and stated expressly that the terms of the Settlement Agreement would be honored. Specifically, Dr. Rodrigues Neto stated that the finalized Settlement Agreement “had the support of the President” and that AFGC could “be assured that the President would fulfill his promise and honor his agreement” with AFGC.
On February 12, 2019, AFGC sent an email to Dr. Rodrigues Neto confirming the Settlement Agreement in English.
On February 14, 2019, AFGC U.S. counsel sent an email to Dr. Neto confirming the terms of the Settlement Agreement in English and Portuguese.
Despite additional efforts by AFGC corporate representatives and its U.S. counsel to contact Dr. Rodrigues Neto by email and telephone on several occasions after February 12, 2019, Dr. Rodrigues Neto initially failed to respond to any of AFGC’s communications. On February 17, 2019, Dr. Rodrigues Neto finally communicated with AFGC’s U.S. counsel by phone, indicating that Angola would be unable to reconvene in Lisbon and meet with AFGC’s representatives on the following day as agreed.
On February 18, 2019, U.S. counsel for AFGC emailed Dr. Rodrigues Neto to express regrets that the parties were unable to reconvene in Lisbon as agreed that day to sign the document required by the National Bank of Angola, which would further memorialize the Settlement Agreement entered between AFGC and Angola on February 12, 2019, but that AFGC expected Angola would nonetheless make the USD $47.5 million settlement payment under the Settlement Agreement as previously agreed and required on or before February 27, 2019.
On February 22, 2019, AFGC drafted and sent a letter to Angolan President Lourenço affirming the terms of the Settlement Agreement and indicating that AFGC expected Angola would fulfill its obligations under the Settlement Agreement by making the USD $47.5 million settlement payment as agreed on or before February 27, 2019. Further, AFGC made clear in its February 22 letter that it would file a new legal action against the Republic of Angola for breach of the Settlement Agreement if Angola failed to make the agreed payment by the agreed deadline.
On February 23, 2019, Dr. Rodrigues Neto responded in writing to address AFGC’s February 22 letter. Dr. Rodrigues Neto denied for the first time that the parties had, in fact, reached a final and binding Settlement Agreement on February 12, 2019, thus ignoring that:
A respected Portuguese lawyer, acting as a third-party translator and neutral party, had beenpresent throughout the February 12, 2019 settlement discussions and could testify independently as to what had occurred; and
Dr. Rodrigues Neto had made express representations and binding legal commitments before and during the February 12 settlement discussions on behalf of Angola and Angolan President Lourenço.
On February 24, 2019, AFGC replied to Dr. Rodrigues Neto’s email from the day prior and refuted the false contentions therein. AFGC reaffirmed that it had every reasonable expectation that, despite the misrepresentations contained in Dr. Rodrigues Neto’s February 23 email, Angola would honor the Settlement Agreement and uphold the commitments made by President Lourenço and make the agreed USD $47.5 million settlement payment on or before February 27, 2019.
On March 1, 2019, AFGC prepared and sent another letter to Angolan President Lourenço. This March 1 letter advised President Lourenço as to actions AFGC would be forced to take if Angola breached the Settlement Agreement and if President Lourenço failed to honor the commitments he had made to AFGC.
To date, Angola has failed to fulfill its obligations under the Settlement Agreement, specifically in making the agreed USD $47.5 million settlement payment to AFGC.