What Is a Company Formation Agent?
Hidden assets, money laundering, tax dodging, and the firms that help make it all possible. Here’s how formation agents can facilitate abuse of the global financial system.
On Italian television, Brazilian football legend Roberto Carlos steps up to the ball and delivers his trademark free kick. It’s not a rerun of his long, curving 1997 Tournoi de France masterpiece — it’s a commercial for an online sports gambling company, Planetwin365, which has become a household name in Italy since launching a decade ago.
Carlos’ cameo is part of an aggressive marketing campaign: Planetwin365 ads are broadcast before top-flight football games and the brand name scrolls across display screens at professional stadiums. In 2017, the gambling company struck a sponsorship deal with S.S.C. Napoli, one of the top two teams in Italian professional football. Today, Planetwin365 is among Italy’s top gambling operators in a hotly contested sports-betting industry, commanding about 13 percent of the market.
But though the company is controlled by a Dutch investment fund with a global portfolio, this commercial success story has a dark side, with long-standing ties to organized crime.
In November 2018, Italian law enforcement officers charged more than 60 people as part of an investigation of mafia infiltration of the gambling sector. Among those arrested were Planetwin365’s four founders, who until the previous year were also among its minority shareholders.
Prosecutors accused them of striking deals with prominent members of mafia clans to ensure their brand would dominate in territories controlled by the criminal syndicates. Dealing with the mafia is a crime in itself in Italy; the four were also accused of allowing the mafia to launder money through their business.
Despite the crackdown, Planetwin365 was never shut down, and the company’s current gaming licenses from Italy and Malta haven’t been suspended or revoked. The four founders have been charged with tax evasion, fraud, and “aiding a mafia-type organization” — a serious charge in Italy used to prosecute those who collaborate with mafia groups. Paolo Carlo Tavarelli, Ivana Ivanovic, Giuseppe Decandia and Paolo Sipone were released pending their trial.
In ordering Tavarelli’s release, the Italian court “highlighted the lack of objective evidence in regards to any involvement of Tavarelli with organized crime groups,” said his attorney, Antonio Feriozzi. He said the same about Ivanovic, who is also his client.
Decandia’s lawyer said his client declined to answer reporters’ questions about his role in Planetwin365. An attorney for Sipone could not immediately be identified.
A year before the bust, the gambling brand was acquired by new owners when a Dutch private equity fund called Ramphastos Investments Group N.V. purchased the controlling company, SKS365 Malta Holding. The new owners have said they have no links to the company’s previous illegal activities and have vowed to clean up the business by hiring a well-connected consultant to Italy’s ruling coalition government to do so.
“SKS365 supports the authorities in their efforts to fight the activities of criminal organizations that damage the Italian legal gaming market,” the company said in a statement following the roundup. “The new SKS365 company and management is [sic] considered extraneous to what has emerged,” they added.
Almost nine months after the arrests, a Ramphastos partner said he was “disappointed” with the fund’s name being associated with criminal figures, and harbors regrets over the fund’s investment. “[At the time] we came to the conclusion that it was a very good opportunity,” Philip Van Wijngaarden told De Groene Amsterdammer, OCCRP’s partner on the story. “With the considerations of today we would have made a different choice.”
“When I hear the words criminal organization or the term ‘mafia,’ I still get goosebumps,” said van Wijngaarden. “There are now people who say ‘I told you so.’ I sometimes think: Should we have known better?”
Yet Ramphastos hasn’t stepped away from the lucrative company.
The Investigative Reporting Project Italy (IRPI) and OCCRP have obtained evidence that raises questions about Planetwin365’s activities and ties — even after the change in ownership. The Dutch investors appear to have acquired a valuable brand built on allegedly illegal activities, though so far they haven’t faced any investigation.
Shortly after the publication of this story, a media representative of SKS365 contacted OCCRP with additional responses.
The representative emphasized, in part, that the illegal activities of which the company’s four founders are accused took place “prior to its acquisition by Ramphastos Investments,” citing a Nov. 14, 2018 press release by a Calabrian prosecutor that read: “It should be noted, with reference to SKS365, that the investigations concerned exclusively the property/management that operated until 2017, or before its sale to new owners, against whom no claims of responsibility emerged.”
The representative also emphasized that no “formal partnership” had been signed between SKS365 and Bet1128, a company prosecutors say helped it run underground gambling sites.
On behalf of Ramphastos, the representative said that the fund “has conducted a thorough and prolonged investigation of the [acquired] company and its founders. No irregularities, indications of illegal activities and/or criminal transactions were evinced.”
The representative also said that SKS365 has implemented systems to make sure all its locations “comply with anti-money laundering and personal data protection laws,” and said the company has closed some shops that did not meet standards, though no details were provided.
The representative also said that the company reported suspicious transactions in its stores to Italy’s Financial Intelligence Unit before last November’s raid, but reporters could not verify this claim, as well as several others, independently.
Finally, SKS365’s representative emphasized that the company’s legal counsel, Giuseppe “Bepi” Pezzulli, is formally a member of the Republican Party, not the League Party.
Planetwin365 was launched in 2009 by former kickboxing champion Paolo Carlo Tavarelli, his wife Ivana Ivanovic, and business partners Giuseppe Decandia and Paolo Sipone. The company based its operations first in Austria and then in Malta, popular jurisdictions within the gaming industry due to lax online gambling regulations.
After securing gaming licenses in those countries, Planetwin365 gradually opened thousands of franchised betting shops across Italy, its main target market. A license issued by any European Union member state allows its holder to operate shops across the continent, as long as they limit their operations to letting clients place bets online themselves. Without an Italian license, such shops can’t accept cash payments from their customers or pay winnings.
In their 2018 investigation, Italian prosecutors accused Planetwin365 of violating these regulations and also of relying on an unauthorized management structure in which local shops collected a share of their customers’ winnings and passed them on to company agents.
Prosecutors suspect that these agents, known in the industry as “masters,” collaborated with local mafia syndicates who “sponsored” the gambling brand in their territories. The mafia groups helped Planetwin365 maintain a monopoly in the region and at times intimidated competitors — all while using the betting shops to launder money.
In one case, according to the arrest warrant, the owner of a rival betting shop in the Sicilian town of Catania found a handwritten note that read: “Prepare 50,000 euros and find yourself a good friend or everything will blow up.” The man reported the incident to the local police, who traced its origin to a group associated with the Cosa Nostra mafia.
Investigators calculated that between 2015 and 2016, SKS365 — the company that controlled Planetwin365 — made a profit of about 85 million euros on turnover of almost 2 billion euros. Planetwin365’s four owners were fully aware of their agents’ criminal ties and deliberately partnered with them to maximize profits, according to prosecutors.
The links to Italy’s criminal underworld didn’t end there.
When the Italian government introduced an amnesty for foreign gambling companies operating in the grey without a national licence in 2015, Planetwin365’s owners jumped on the opportunity. The amnesty required them to pay 10,000 euros per shop, as well as some back taxes, in exchange for an Italian license.
Despite being granted a clean slate, the company didn’t give up its illegal gambling business. Prosecutors allege that the strategy was to encourage clients to gamble on more lucrative unregulated websites under the table, rather than using Planetwin365’s legally licensed sites. The underground system offered clients better odds and more anonymity while allowing Planetwin365 to avoid paying taxes on the transactions.
These underground sites were run by Planetwin365’s business partner, Bet1128, a Maltese gambling operator that prosecutors also suspect of mafia ties. The company is owned by the children of Vito Martiradonna, a convicted associate of the Sacra Corona Unita mafia syndicate, based in southern Italy.
In a Skype conversation wiretapped by law enforcement agents, Bet1128 owner Francesco Martiradonna described the arrangement with Planetwin365 to his business partners: “While [they] put on a jacket and tie and go to the Monopoli [Italy’s gambling regulator], I’ll stay here with my boots covered in mud to wage war and take all the shit,” he said. “[Planetwin365] does the .it [a reference to regulated gaming] and I do the .com. They have to pay me for this dirty work.”
Martiradonna’s attorney didn’t respond to questions sent by IRPI and OCCRP.
To cement the deal for Bet1128, Planetwin365’s owners spent 11 million euros to purchase a 50 percent stake in that operation and 3Betgaming, a gaming software company also owned by the Martiradonna group. Investigators traced the money across several offshore jurisdictions, flowing from Swiss bank accounts belonging to three organizations set up by Tavarelli, Decandia, and Ivanovic in Curaçao, a Dutch Caribbean island, to accounts controlled by the Martiradonna group in Malta and Saint Lucia.
As the profits from the illegal scheme mounted, Planetwin365 sent a share of the earnings to its business partner. Close to 18 million euros were traced by police between August 2017 and January 2018.
In 2016, after Planetwin365 received its amnesty license from Italian regulators, its owners were recorded discussing the expansion of their partnership with Bet1128, including new gambling shops in the coastal towns of Bari and Crotone, where Martiradonna allegedly has close ties with members of the local mafia. In June 2019 Francesco Martiradonna was sentenced to 11 years and four months in prison in connection to his dealings with the Crotone clans.
According to prosecutors, Martiradonna also became a paid consultant for Planetwin365 and brokered the company’s acquisition by Ramphastos Investments Group N.V., the Dutch private equity fund.
Ramphastos was founded in 1994 by Dutch billionaire investor Marcel Boekhoorn, the eighth richest man in the Netherlands. He still runs the private equity fund today. Ramphastos holds interests in over 30 companies with a cumulative revenue of more than 5 billion euros to date, according to its website.
Even as the Planetwin365 owners were plotting to expand their illegal partnership with Bet1128, they sold their company to the Dutch investors for a figure Ramphastos put at 158 million euros paid over two years. Ramphastos acquired 100 percent of SKS365, Planetwin365’s parent company, through transactions in August 2016 and November 2017.
Ramphastos has emphasized that it was unaware of Planetwin365’s illegal practices and that the company’s new ownership is unconnected to its previous management.
However, wiretapped conversations and testimony in the indictment suggest that at least one of Planetwin365’s original owners maintained a stake in the company, though the details are unclear.
An informant told prosecutors that Giuseppe Decandia, one of the founders arrested last November, “did not want cash in exchange for his [SKS365] shares, but he bought shares in [Ramphastos].”
Van Wijngaarden told OCCRP that Decandia still has a financial interest in SKS365, though not as a shareholder.
“When we decided to buy [the founders] out, Decandia was originally not willing to sell the shares as he saw the potential of the business,” said van Wijngaarden. “Eventually, we did not give him shares in the company, but we granted him a profit right so that he could benefit from a potential sale [of Planetwin365] down the line.”
Martiradonna, too, wanted his negotiation fee paid in shares instead of cash, according to wiretapped conversations. “In the space of a couple of years they’ll sell the company and [I] could earn three times the amount of money [I’d] get today,” he was recorded telling a business associate.
Investigators found two invoices allegedly paid to Francesco Martiradonna by a subsidiary of SKS365 in December 2016, a few months after the Dutch fund’s initial investment.
Ramphastos executives reject the prosecutors’ allegations that Martiradonna played any part in the negotiation of the deal to buy Planetwin365, or that they ever paid his company. “He was not in the picture at all nor have we ever paid any money to him,” van Wijngaarden said.
Van Wijngaarden insisted it was a Dutch-Italian businessman named Bruno Michieli who had identified the opportunity for Ramphastos, which is the main investor in Michieli’s Hong-Kong-based venture capital firm. Michieli was also a director of SKS365 until late May 2019.
According to prosecutors, Michieli first came into contact with Planetwin365 in December 2015 through a Maltese consultant close to Martiradonna. Over the following year, Michieli represented Ramphastos in the Dutch fund’s negotiations with the Planetwin365 founders.
Michieli told OCCRP he never had discussions with Martiradonna, nor was he aware of the 2017 partnership between Planetwin365 and Martiradonna’s Bet1128.
His claims are contradicted by the indictment against the four Planetwin365 founders. According to prosecutors, police recovered emails from December 2017 in which SKS365’s new management, including Michieli and van Wijngaarden, discussed an arrangement that would bring some 50 unregulated Bet1128 shops under Planetwin365’s control. When the SKS365 legal counsel raised concerns about the acquisition, Michieli pushed back in favor of the deal, according to her testimony.
SKS365’s new Dutch owners told OCCRP that after their acquisition of Planetwin365, the company thought it severed its ties with any betting shop that was in breach of the law.
“We just saw those stores as assets,” van Wijngaarden said. “Afterwards, of course, it is easy to talk, but when you do business you occasionally face unpleasant surprises. Of course I am disappointed to find out that the name of one of our companies is being associated with individuals who are facing such serious allegations.”
In addition, SKS365 told OCCRP that since the acquisition by Ramphastos, the company has embarked on a corporate reorganization. “Throughout this turnaround phase a series of betting shops have been closed down and the company continues to report suspicious activities to authorities,” a spokesperson said in an email.
However, a series of Planetwin365 shops across Italy, which investigators said were directly controlled by the local mafias, remained open after the acquisition until they were seized by police in the bust last November. In particular, the Martiradonna brothers were allegedly the hidden co-owners of a betting shop located close to Bari’s commercial port. Formally managed by a nominee shareholder, the shop was only shut down following the police probe.
SKS365 said it was not aware that the shop in Bari was under the control of Francesco Martiradonna.
Dozens of people charged in last year’s investigation are still awaiting trial, but no charges have been filed relating to Planetwin365’s activities since its purchase by Ramphastos.
Bas Jongmans, a Dutch gaming attorney, told OCCRP that alarm bells should always ring when entering a foreign market. “Should you be careful, or even know better, when you decide to make such an investment? Absolutely,” he said.
SKS365 said it has decided to act as a plaintiff in the case against the company’s previous owners and is seeking compensation from them. “The company and its shareholders are carrying out an internal investigation and are continuing to monitor the situation,” a spokesperson said.
In February, SKS365’s board of directors brought in new managers to run the growing gambling brand. The company’s new legal counsel, Giuseppe “Bepi” Pezzulli, is a politically connected figure close to the League, a party in Italy’s current coalition government. He published a book called The Other Brexit, provided inspiration for the coalition’s flat-tax proposal, and reportedly advises the League on economic policies.
He is also an associate of disgraced former Undersecretary for Infrastructure Armando Siri, who was forced to step down after coming under investigation for accepting kickbacks. According to prosecutors, Siri was bribed by an entrepreneur who wanted him to vote for a law that would have benefited another businessman already sentenced for mafia-related crimes.
SKS365 was not the only troubled Italian business acquired by Ramphastos.
In 2017, the Dutch fund bought a majority stake in Talenta Labs, a casino game designer founded by brothers Moreno and Massimiliano Rizzo. Ramphastos partner and SKS365 board member van Wijngaarden told OCCRP that the purchase was recommended by Paolo Tavarelli, one of the Planetwin365 founders.
Six months before the acquisition, Massimiliano Rizzo was found guilty of charges related to illegal gambling activities and sentenced to prison. Prosecutors said Rizzo acted as a contact for ‘Ndrangheta crime syndicate boss Rocco Femia. While Rizzo was initially cleared of mafia association charges by a judge, that ruling was appealed in October 2017, after Femia turned into an informant and provided new evidence. The appeals trial started earlier this month.
Michieli and van Wijngaarden also serve on the board of Talenta Labs alongside the Rizzo brothers, who still have a 20 percent stake in the company. Both executives said they were not aware of Rizzo’s prior conviction or upcoming prosecution.
“Neither our legal advisers at the time nor our auditors flagged this risk to us,” Michieli said. “We will seek legal advice with regard to this issue and reconsider our position.”
Contacted through his lawyer, Massimiliano Rizzo didn’t reply to requests for comment.
Asked if Ramphastos can guarantee that there are no more mafia influences within the network, van Wijngaarden said: “Of course you can never give guarantees about something you don’t know. What we can do is what we have done: take steps to prevent parts of our network from becoming entangled with certain individuals.”
The article has been corrected to amend the date and game title of Roberto Carlos’ free kick.