CL-2018-000297, CL-2018-000404, CL-2018-000590, - [2025] EWHC 2364 (Comm)

Fecha: 02-Oct-2025

C.13 Dero Bank

248.

Between November 2014 and June 2015, funds totalling approximately €59.48m were paid from accounts at SCP to an account in the name of Trillium Capital to fund its purchase, which completed in the second half of 2015, of 100% of the shares of Dero Bank, another German bank, for €28.573m.

249.

Prior to 12 November 2014, Trillium Capital was wholly owned by Trillium Holdings, which was in turn owned and controlled by Sanjay Shah. Between 12 and 14 November 2014, Trillium Holdings sold shares in Trillium Capital, as follows:

(i)

1,726 shares (c.8.85%) to Kenna Investments (of which Mr O’Callaghan was ultimate owner);

(ii)

1,531 shares (c.7.85%) to Wong (of which Mr Lui was ultimate owner);

(iii)

1,726 shares (c.8.85%) to Serafine Investment (of which Priyan Shah was ultimate owner);

(iv)

1,531 shares (c.7.85%) to Double Two Investments (of which Mr Jain was ultimate owner);

(v)

1,336 shares (c.6.85%) to Woodfields Financial (of which Mr Patterson was ultimate owner);

(vi)

1,336 shares (c.6.85%) to Polaris Capital (of which Mr Murphy was ultimate owner); and

(vii)

1,531 shares (c.7.85%) to Zuben (of which Mr Barac was ultimate owner);

so that Trillium Holdings retained 8,783 shares, c.45.05% of Trillium Capital.

250.

Those new shareholders in Trillium Capital funded their acquisitions through loan and security agreements concluded with Elysium Global and/or Elysium Dubai. As with Varengold Bank, but in the different ownership structure used here, the ‘co-investors’ in Trillium Capital held their shares (and thus their indirect ownership interests in Dero) as nominees for Sanjay Shah. That was admitted by Messrs Patterson and Murphy. It was denied, but not credibly, by others. The acquisition was entirely directed and coordinated by Sanjay Shah for his benefit as a means by which to obtain sole control of Dero while making it appear that he had only a minority stake, to avoid the inconvenience (as Mr Shah saw it) of satisfying regulatory requirements that might have attached to the acquisition of a controlling stake.