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

In late 2014, Rajen Shah, Mr Dhorajiwala and Mr Teraiya ceased to be involved with Maple Point. Mr Horn took steps to ensure that Maple Point Model trading could continue in 2015.

First, Mr Horn found a custodian to replace Indigo. He incorporated Gold Eagle Securities Ltd (‘GESL’) for that purpose on 8 January 2015 and Natassia Kourousi was employed as compliance officer, a role she had held at Indigo. However, GESL did not obtain authorisation from the FCA to act as custodian until August 2015. As with Indigo for 2014 trading, the FCA authorisation application prepared by or under the direction of Mr Horn misdescribed the proposed business so as to avoid disclosing the true nature of the trading model, which (I find) Mr Horn expected that the FCA would not approve.

In the meantime, in early 2015 Mr Horn was introduced to Arthur Hogarth and Paul Baker at Lindisfarne. The introduction came from Mr Price, who had been a founding partner of Lindisfarne. Lindisfarne suggested Fox Davis Capital or Shard Capital as custodians, but discussions with them did not bear fruit. Lindisfarne agreed to act as custodian itself, on condition that all trading netted to zero so that their accounts would only ever show nil share and cash balances, meaning there would be no settled balances of shares and no connection to shares registered at VPS.

Mr Horn then worked with two ex-Syntax employees under his supervision, Gelara Avak and Harry Rowe, to assist Lindisfarne in preparing for Maple Point Model trading. For example, they introduced Maple Point USPFs, brokers, short sellers, stock lenders and forward counterparties to Lindisfarne, provided template or draft documentation, including custody agreements, fee schedules, email trading confirmations and CANs, commented on drafts of Lindisfarne CANs, custody agreements, client statements and internal record-keeping documents, explained to Lindisfarne how the Maple Point Model worked, and provided a trading calendar for Denmark. They assisted Lindisfarne with the onboarding of Maple Point USPFs and other compliance matters.

As a second main step, Mr Horn considered that a new Tax Agent should be found, given Sanjay Shah’s efforts to tie Tax Agents to Solo, as described above. In late 2014, Mr Horn agreed with Alba Brown, formerly of Acupay, that she would establish her own company, in the event Koi, to act as Tax Agent. Mr Horn provided a start-up loan to Koi of £36,000 in December 2014 to cover its establishment costs and initial operating expenses. He also concluded an agreement with Ms Brown, later extended to her brother, Alasdair, who became a co-owner of Koi, to refer clients to Koi. In the event, Koi’s only clients were Maple Point USPFs.

As a third main step, in early 2015 Mr Price introduced Mr Horn to Adnan Haider, a former UAE banker with div-arb experience who was operating through his Seychelles company, WWAM, which he later settled onto a discretionary trust organised under the law of Gibraltar, the WWAM Trust. Mr Haider also owned White Rock and was the authorised trader of Lannister, two companies which then participated as short sellers in Maple Point Model trading via the NCB platform in 2015. WWAM agreed to act as consultant to the Maple Point USPFs and together with Mr Horn essentially took over the role that had been played by the DWF Ds for Maple Point Model 2014 trading. Mr Horn later entered into a consultancy agreement with WWAM on 27 September 2015, which he assigned to his entity GMH Advisory LLP on 13 October 2015.

Again, the trading was pre-planned, as realistically it had to be if it was always to result in the desired and intended net zero settlement loops. As Mr Hogarth of Lindisfarne said in his evidence, “the trading strategy was known and when the trades were presented to Lindisfarne, we could work out the cash flows at maturity”, and the trading “appeared to be pre-planned in terms of which accounts would participate, the structure of the trade and the times of the trades”.

As in 2014, NCB CANs from Maple Point Model 2015 trading were sent to Mr Horn, and he provided them to the Tax Agents. Assisted by Mr Rowe and Ms Avak, he also reviewed Lindisfarne CANs before they were sent. He liaised with Maple Point and the Tax Agents relating to progress of the tax refund claims, as he had in 2014.

In total, Maple Point Model 2015 trades resulted in successful tax reclaims on behalf of Maple Point USPFs to an aggregate value of (a) DKK829,712,963.69 for claims supported by NCB CANs, and (b) DKK920,721,444.02 for claims supported by CANs from Lindisfarne.

Between July 2015 and September 2015, in satisfaction of the WWAM invoices for services provided, the Maple Point USPFs between them paid €83,286,000 to WWAM from their accounts at either NCB or Lindisfarne. Disclosure in the proceedings did not locate much evidence of the fees payable to short sellers, stock lenders and forward counterparties in Maple Point Model 2015 trading, but it seems probable that they were similar to the previous year. In the case of Mr Klar’s entities, Sherwood and Potala, indeed, there is good evidence that they were paid on the same basis in 2015 as in 2014.

Koi was also paid a bonus of €30,000 per Maple Point USPF, in total €900,000; and Lindisfarne received total fees of c.€4.5m.