Sale of Orange Madagascar Shares: A Mauritian Offshore Fund at the Center of Alleged Embezzlement

A legal saga resurfaces 13 years after the events. The Paris judicial court is reopening, in early December, the case concerning the sale of shares in Orange Madagascar (OMA), a transaction that passed through a Mauritian offshore fund now suspected of financial irregularities. At the heart of the matter is the Bourbon Axa Investment Fund (BAIF), a Mauritian fund liquidated a decade ago, suspected of concealing part of the funds – approximately 20 million euros (Rs 1.1 billion) – from the sale of its 31.7% stake in OMA.

Meanwhile, Henri de Villeneuve, former director of Bourbon Axa Management, will appear for defamation after being the first to report these suspicious accounting discrepancies.

To understand the issue, we must go back to the early 2000s. BAIF, created in Mauritius by Axa Private Equity (now Ardian) and the Bourbon group, invested in growth capital in the Indian Ocean and Southern Africa, focusing on telecommunications, hospitality, and agribusiness. Its shareholders included, among others, the European Investment Bank and Proparco, a subsidiary of the French Development Agency. Managed by Bourbon Axa Management, the fund held, through its subsidiary Miaraka, a minority stake in OMA, alongside France Télécom, which controlled 51% of Telsea, a Mauritian company that itself held 66% of OMA.

In 2007, BAIF sold its minority stake in OMA to France Télécom (now Orange) for an official price of 22.4 million euros (Rs 1.2 billion), recorded in its accounts. However, complications arose: France Télécom's consolidated accounts reportedly mentioned a total commitment of 42 million euros (Rs 2.3 billion) for this buyout. This discrepancy of approximately 20 million euros appears to have "vanished."

The additional money is claimed to have been paid by the buyer but not received by the seller. The funds were routed through a Belgian holding company managing the operator's African investments. The Mauritian Financial Services Commission is said to have noted this anomaly at the time.

A Whistleblower Turned Accused

Henri de Villeneuve, a director of the management company and head of a Malagasy firm based in Johannesburg, spots what he considers post-transaction anomalies. His criticism is twofold: on one hand, the managers would have been bypassed in the sale process; on the other hand, two competing offers, which he claims were more generous, were not considered in favor of France Télécom's offer. He is subsequently dismissed.

Expert reports would support his thesis: no intermediary fees in the accounts of the purchasing subsidiary, and a suspicious inflation of debt owed to minority shareholders at France Télécom. The operator, for its part, denies any additional price and maintains that everything was done by the book.

These suspicions provoke a judicial counterattack. In 2011, Henri de Villeneuve filed a complaint for breach of trust to the detriment of BAIF. The investigation, led by French judge Renaud Van Ruymbeke, resulted in a dismissal in 2013, confirmed on appeal. The case seemed closed.

However, simultaneously, Dominique Senequier and Vincent Gombault, founders of Axa Private Equity, pursued Henri de Villeneuve for defamation. A complaint with civil party constitution followed in 2015. Nine years later, the case finally reaches the court.

The hearing originally scheduled for December 2024 has been postponed to December 7, 2025. Henri de Villeneuve, defended by Me Julien Visconti and Me Jean-Baptiste Marre, will summon several executives for revelations. The plaintiffs, represented by Me William Bourdon, are seeking damages for the harm suffered.