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

Fecha: 02-Oct-2025

C.15 Maple Point 2014

258.

In around June 2013, Rajen Shah had discussions with Maple Point regarding the possibility of working together, with a view to profiting from the Solo Model strategy. Later, he invited Mr Horn and Mr Dhorajiwala to collaborate with him in replicating the Solo Model, for use to generate trades focused on USPFs that Maple Point might be able to offer. Mr Horn had left Solo in June 2013 when he had been effectively fired by Sanjay Shah with immediate effect. Mr Dhorajiwala did not leave Solo until 30 September 2013, but began discussions with Rajen Shah about the possibility of working with Maple Point in June 2013 and but for that opportunity may well have stayed at Solo.

259.

The DWF Ds between them represented a complementary offering. Rajen Shah was an experienced structurer, who was eager for Mr Horn to be involved given his understanding of the ‘technology’, and Mr Dhorajiwala had expertise in the operational mechanics required for custodians to operate the trading model.

260.

In mid to late 2013, agreement was reached with Maple Point whereby the DWF Ds, in exchange for a substantial share of anticipated profits, would identify and assist new custodians, implement trading, and facilitate the making of tax refund claims to SKAT. A significant amount of the DWF Ds’ time thereafter, in late 2013 and early 2014, was spent getting what I have been calling the Maple Point Model ready for action. I have used that label following the terminology used generally in the litigation, but it should not be thought that it was a trading model designed or developed by Maple Point (or its ex-Argre principals). On the evidence of who did what, and who had the relevant expertise and ‘IP’, it was the DWF Ds’ trading model, not Maple Point’s.

261.

The DWF Ds worked through two entities established by Rajen Shah for the purpose:

(i)

Oryx, a UAE entity in which Rajen Shah was the sole shareholder until June 2015, after which Mr Dhorajiwala and Piero Politeo became co-owners. Mr Politeo was a business contact and friend of Rajen Shah, who worked with him on various other projects at Oryx and had very little, if any, involvement in the Maple Point business. Mr Dhorajiwala was employed by Oryx, and Mr Horn contracted with it as consultant; and

(ii)

Siladen, a BVI company owned by Messrs Rajen Shah, Dhorajiwala, Politeo and Craig Price (who had worked at Solo), and to which also Mr Horn was a consultant.

262.

The first order of business was obtaining the services of a custodian willing to approve and settle the trades, and issue CANs accordingly. From the beginning there was a desire for two such custodians. This was not, I find, with a view to obscuring things in the way that the creation of extra Solo Model custodians was. There were different profit splits with Maple Point as between NCB, brought to the activity by Messrs Stein and L’Hote, and Indigo (replaced for 2015 by Lindisfarne), brought by the DWF Ds (or in the case of Lindisfarne, by Mr Horn alone); and the involvement of a custodian not linked to Messrs Stein and L’Hote would mean that, if they wished to do so, the DWF Ds might be able to continue the business even if they (Stein/L’Hote) at some stage decided to stop and the connection to NCB was therefore lost.

263.

The custodianship arrangements at NCB were set up first. It was a small German bank ultimately majority owned and controlled by Messrs Stein and L’Hote through their vehicle Oban. During late 2013 and early 2014, the DWF Ds worked closely with the management of NCB to set up its new custody business and develop the capabilities needed to execute the Maple Point Model. The DWF Ds, among other things, provided sample trading documents to NCB, explained and answered queries about how the Maple Point Model worked, and introduced brokers and trading counterparties. A separate email domain was set up for correspondence relating to these special trades, to facilitate the deletion of records given that anything passing through NCB email servers would be retained.

264.

The second custodian was Indigo, a company of Mr Dhorajiwala’s brother-in-law, Nailesh Teraiya. Mr Teraiya had participated as stock lender in Solo Model trading through his entity, Aquila, but that does not mean he will have been aware of how the Model worked. He now needed, and received, assistance from the DWF Ds to understand the custody aspect, in which he had not previously engaged. After discussions with Rajen Shah and Mr Dhorajiwala in late 2013, Mr Teraiya agreed to seek the necessary approvals from the FCA so that Indigo could act as custodian for Maple Point Model trades. As with NCB, the DWF Ds then worked closely with Indigo to establish its new custody business. Mr Horn also joined Indigo as a director (in May 2014). The necessary approvals were obtained from the FCA by use of a business plan that misdescribed the business Indigo intended to conduct, so as to avoid giving the FCA the chance to refuse to approve the actual trading model.

265.

When Maple Point Model trading then commenced, the DWF Ds were involved in coordinating it, planning details of the intended trading and communicating to the trading counterparties what they each respectively needed to know to execute the trades the DWF Ds needed them to execute, being on call to manage any issues on trading days, and managing the unwinds.

266.

NCB’s CANs were generated by its systems and sent by it to Mr Horn at Indigo, at Rajen Shah’s request, so that he could provide them to the Tax Agents, which he did. Mr Horn had responsibility for Indigo CANs, but Rajen Shah also reviewed most of them, and Mr Dhorajiwala was aware at the time of their form.

267.

The DWF Ds then managed the process by which tax refund claims supported by Indigo or NCB CANs were made to SKAT. Oryx dealt with the Tax Agents including by agreeing their fees, referring the Maple Point USPFs to them via Don Donaldson, and providing other assistance ad hoc, including with the on-boarding process. The DWF Ds also liaised with the Tax Agents as to the status of the tax refund claims and kept Maple Point informed.

268.

In total, Maple Point Model 2014 trading resulted in CANs used to support successful tax refund claims to SKAT for: (a) DKK306,062,482.50 for CANs issued by NCB; and (b) DKK688,383,354.02 for CANs issued by Indigo. A significant proportion of those proceeds was ultimately received, indirectly, by the DWF Ds:

(i)

The tax refund profit from Maple Point Model trading was split: (a) 67% to Maple Point and 33% to Siladen for claims based on trading through NCB; and (b) 45% to Maple Point and 55% to Siladen for claims based on trading through Indigo.

(ii)

The Maple Point principals were lied to in relation to the profit split on trading through Indigo. They were told that Siladen had committed to a 15% Indigo profit share, which would mean a final split of 45% to Maple Point, 40% to Siladen, 15% to Indigo. There was no such commitment, nor any intention for Indigo to have a share of the profits. Siladen in fact kept for itself (and distributed to its principals) the full 55%. This was a deception practised by Siladen on its primary, trusted business partner. Rajen Shah said in cross-examination that he regarded it as a normal and acceptable negotiating tactic. I am prepared, on balance, to accept that Mr Shah did not at the time think of this as dishonesty or fraud, and still did not do so when cross-examined about it. It plainly was both, however, and Mr Shah’s failure to identify it as such or feel any shame, looking back, at his own behaviour, did him no credit.

(iii)

The subject matter of the profit share was profit net of Tax Agent, broker, custodian and trading counterparty fees, and the USPFs’ own share (as to which, see paragraph 269 below). Spreadsheets produced by the DWF Ds and agreed by Maple Point during 2014 confirm that:

(a)

stock loan and forward counterparties received fees equal to 0.5% of the gross dividend; and

(b)

short sellers received fees equal to 1.5% of the gross dividend.

(iv)

Between August 2014 and April 2015, in satisfaction of invoices from Siladen, the Maple Point USPFs paid a total of €56,842,244 to Siladen (via a DIFC entity, La Tresorerie), from which Siladen promptly made substantial payments on to the DWF Ds.

269.

The Maple Point USPFs themselves received a “long fee”, typically (although not in every case) of 4%. In an email at the time, Rajen Shah wrote: “Pension funds end up with 4% of the P&L after all fees”. However, the spreadsheet to which I was referred at trial shows that it was more complex than that. A Maple Point USPF’s fee was not quite an agreed percentage of “the gross … reclaim less all fees due to the Tax Agents, Brokers and other trading counterparties”, as SKAT submitted. It was less than that, because:

(i)

it was treated as a cost in calculating the profit to be split between Maple Point and Siladen, however

(ii)

it was not calculated as a percentage of the gross reclaim less the other costs listed by SKAT, but as a percentage of Maple Point’s profit share plus the long fee itself.

So, for example, where the agreed percentage was 4%, as mostly it was, if I use ‘LF’ for the long fee and ‘MP’ for Maple Point’s profit share, then LF was 4% of (MP + LF). Solving that little equation for LF gives LF = 4.1667% of MP, which would be equal to c.2.8% of the reclaim less other costs for NCB trades and c.1.875% of the reclaim less other costs for Indigo trades.