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Sérgio de Almeida Correia, 05.08.14

"As regulators try to untangle the financial mess surrounding Espírito Santo International SA, multiple threads lead back to a small Swiss company whose business interests are intermingled with the powerful Portuguese conglomerate.

An employee of the firm, Eurofin Holding SA, was the lone auditor of Espírito Santo International's books, which were later found to be riddled with irregularities. Eurofin is indirectly connected to the new chief financial officer of Banco Espírito Santo, BES.LB -40.30% Portugal's No. 2 lender by assets and part of the Espírito Santo empire. And Eurofin helped the bank create debt products that were recently sold to retail investors in transactions that Portuguese authorities now suspect helped prop up other parts of Espírito Santo, according to Portuguese officials.

Espírito Santo International, a closely held company with interests ranging from banking to hospitals and hotels, filed for creditor protection in Luxembourg last month, following a series of disclosures about accounting irregularities and extensive financial dealings with sister companies. The saga has unnerved European investors and prompted authorities in Portugal and Luxembourg to launch criminal and civil investigations.

Late Sunday, Portugal's central bankunveiled a €4.9 billion ($6.6 billion) plan to rescue Banco Espírito Santo by breaking up the bank and pumping in billions of euros of state money.

The behind-the-scenes role played by Eurofin has caught the attention of Portuguese regulators and central-bank officials, according to the Portuguese officials. They are trying to better understand Eurofin's multifaceted relationship with Espírito Santo, whose rapid downfall has become one of Europe's biggest corporate scandals in recent memory.

A person close to Eurofin said the firm never sold investments directly to Espírito Santo clients. The person said that while Eurofin for years structured products for Banco Espírito Santo, it adhered to all applicable rules and regulations. The person said Eurofin is currently reviewing its long-standing relationship with Espírito Santo in light of recent events.

An Espírito Santo International spokesman declined to comment. The company previously defended the soundness of its accounting and business practices, including its sales of debt to the bank's retail customers.

Eurofin, based in Lausanne, Switzerland, describes itself as a financial adviser to institutions and individuals. In addition to Lausanne, it has offices in London, Luxembourg and Porto, Portugal. Its Eurofin Capital unit is regulated by the U.K.'s Financial Conduct Authority.

Espírito Santo International's businesses around the globe generated hundreds of millions of dollars in revenue, according to its 2012 financial report. The company, incorporated in Luxembourg, didn't use an accounting firm to audit its books, unusual for a company of its heft.

Instead, Francisco Machado da Cruz, a 55-year-old Portuguese citizen and longtime Eurofin official, also served as Espírito Santo International's sole auditor from June 2011 until earlier this year and signed off on the company's 2011 and 2012 financial statements, according to documents reviewed by The Wall Street Journal. Mr. da Cruz audited Espírito Santo's books in an individual capacity rather than as a Eurofin employee. An outside audit by KPMG LLP conducted earlier this year at the behest of regulators found that those financial statements contained numerous "irregularities."

Espírito Santo International hasn't published a 2013 financial statement.

Accounting experts said that it is unusual for such a big company not to rely on established auditors. They said the practice might have violated Luxembourg rules that require companies above certain revenue thresholds to use an auditing firm, although the experts noted that the rules can be difficult to interpret.

Last December, the Journal reported on unusual accounting practices and related-party transactions at Espírito Santo International, including apparently overvaluing certain assets and selling debt to its retail-banking clients. In the same month, Portuguese regulators ordered an audit of the company's accounts.

In January 2014, Mr. da Cruz wrote a letter to Espírito Santo International's board, announcing his resignation as the company's auditor "with immediate effect." A Swiss filing in June said he had recently resigned from Eurofin's board. Mr. da Cruz didn't answer emails and phone calls seeking comment.

"At the time that he was auditing Espírito Santo International, Mr. da Cruz also was on the boards of two of the company's subsidiaries, Rioforte Investments SA and Banco Espírito Santo's Angolan unit, according to company filings. He currently is president of the Espírito Santo Plaza, a 36-story glass skyscraper in downtown Miami owned by the Espírito Santo group, according to the plaza's website.

"For an audit to have any value at all, the auditor has to be independent," said Tony Bromell, head of integrity and markets at ICAEW, an association of chartered accountants. "Which means you have to look at any relationships, services, financial interests that would mean you couldn't be objective in giving that opinion."

Eurofin also has an indirect connection to Banco Espírito Santo, whose ultimate parent is Espírito Santo International, through the bank's new chief financial officer, João Moreira Rato. Mr. Rato is part of a management team brought in last month to try to stabilize the lender. Mr. Rato, a former Lehman Brothers trader, previously helped run a small London hedge fund called Nau Capital LLP, according to regulatory records. Nau originally was seeded with a roughly €200 million investment from Banco Espírito Santo, according to public statements at the time. Mr. Rato's partner at Nau Capital was João Poppe. Mr. Poppe is the nephew of Ricardo Espírito Santo Salgado, who last month resigned as Banco Espírito Santo's chief executive and then was detained in a Portuguese money-laundering investigation."

In a statement last month, Mr. Salgado said he would cooperate with the investigation and that he "believes truth and justice will prevail".

Mr. Rato left Nau Capital in 2010, according to U.K. records. The next year, Eurofin bought Nau Capital. Mr. Poppe is now a managing director at Eurofin.

A Banco Espírito Santo spokeswoman said Mr. Rato wasn't available for comment. Mr. Poppe didn't respond to requests for comment. The person close to Eurofin said Mr. Poppe hasn't been involved with the firm's Espírito Santo relationship.

Last week, Banco Espírito Santo announced a €3.6 billion first-half loss and said it had found a series of previously undetected financial arrangements involving other parts of the company. Among those, the bank said that bonds it had issued at a discount in 2014 were being packaged into financial products by "financial intermediaries" and sold to the bank's retail clients. The products were being sold "for an amount higher than the respective issuance value," the bank said.

Eurofin was one of the intermediaries creating the instruments, the official said.Portuguese authorities, including the central bank, suspect that profits from the sale of those debt products were used to finance other troubled Espírito Santo entities, according to a Portuguese official." - in Espírito Santo Entangles Swiss Company, The Wall Street Journal