It was almost a mere footnote in Santa Casa's disastrous internationalization adventure: more than eight million euros were invested, with no current high expectations of return. The bill could rise, as Santa Casa may be “forced” to convert a loan into equity in a technology company in Canada, controlled by a UK-based company. Into this last company, Ainigma, Santa Casa entered in 2020, buying a 26% stake, attracted by assets on the other side of the Atlantic, namely the operation of the Torito de Oro lottery in Peru. Disastrous triangle.
Without access to the scope of operations in Brazil and suspicions of their illegality (and even links to organized crime), the projects in Peru also followed a pattern of failure to provide information and financial support, mainly due to the failure to obtain authorization from those who were supposed to grant it – according to the laws of Santa Casa, and the order of then-Minister Ana Mendes Godinho, any investment must be previously approved by the guardianship – as well as the omission of due control by officials representing Santa Casa. All this according to data identified in BDO Forensic Audit of Santa Casa Global Which the observer can access.
The document refers to outflows of funds from Santa Casa for this purpose A project worth 8.2 million euros until July 2023 The main source of this investment – the operation of the lottery in Peru – was suspended after a regulatory decision.
For BDO's audit, this project was not within the spirit of the objectives set in Secretary Ana Méndez Godinho's order for international expansion. Not only because it is outside the geography of the CPLP (Community of Portuguese-Speaking Countries), but also because of the risk profile involved in Ainigma's investments. Taking into account the condition that the financial stability of Santa Casa and investments in emerging economies or Startups It should be limited. In addition, the increased risk should have been taken into account through a comprehensive analysis conducted by credible external entities. Due diligence This did not happen.
The first steps were taken even before the company that would launch the internationalization strategy, Santa Casa Global (SCG), was created.
The issue was the subject of deliberations in the Santa Casa Board of Directors which, in April 2020, analyzed a proposal made by Ainigma Holdings Limited with the possibility of purchasing 26% of its capital. The aim was to promote its gaming ventures in South America, having already obtained a license to operate lotteries in Peru.
The green light was given to continue contacts with Ainigma shareholders. These contacts resulted, months later, in October 2020, in deliberations by Santa Casa Global (founded a month earlier) approving the acquisition of 26%, after this operation had been discussed by the Santa Casa Board of Directors in September, which had analyzed the letter sent by the director of Ainigma, Graham Bruce, to the person in charge of Santa Casa Global, Ricardo Gonçalves, proposing a value for this participation $5 million.
The main assets of Ainigma, which according to SCG accounts were registered in the UK, were a controlling stake (69%) in Nexlot, a Peruvian company that operates the country's lottery, Torito de Oro, another asset of value in this process being 100% of Ainigma's stake in AHS, a technology company from Canada that has the potential to create solutions to support gaming and lottery which will be an important part of the development of the Nexlot platform in Peru.
Payment terms were accepted – an initial tranche of $1 million allocated to Nexlot in 2020 and the other four million in January 2021 transferred to Ainigma. This installment from Santa Casa is intended to fund the launch of the lottery in Peru, and will be divided into marketing and business creation costs. This investment valued the company at $19 million (about 18 million euros).
The BDO audit sought to understand the financial rationality of this investment, which looked at Ainigma's valuation based on a simple model that takes into account the 2019 accounts and the 2020 budget. Although they considered the methodology appropriate, the auditors noted the paucity of historical financial and accounting data and the uncertainty as to whether an audit or Credit for calculations to highlight the difficulty of validating Ainigma's valuation of $82 million (in 2026), over six years and based on a simplified predictive financial model based largely on projected revenues from the Peruvian lottery. It was this evaluation that led to a $5 million investment.
In addition to the unconvincing assessment, auditors also found no evidence that pre-verification was valid background On shareholders, Due diligence Financial and legal, study of the gaming market in Peru and identification of risks.
This process was part of the internationalization project launched by the table headed by Edmundo Martinho and with the directors of Santa Casa Global, Francisco Pessoa y Costa and Ricardo Gonçalves.
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