CL-2022-000367 - [2025] EWHC 2877 (Comm)

Fecha: 05-Nov-2025

Mr Bonnier’s intention in light of Aaqua’s financing

Mr Bonnier’s intention in light of Aaqua’s financing

126.

Furthermore, CVS presented evidence that Aaqua was essentially financed by the sale of Audioboom shares, with no other significant sources or revenue or income. CVS relied on Mr Bonnier’s admission in his witness statement that:

“with regard to Aaqua’s liquid assets, the primary source of Aaqua’s liquid assets were the shares it held in Audioboom which it had originally purchased on the open market and was then able to sell from time to time during the course of late 2021 and 2022 to meet operational needs.”

127.

Mr Foy gave evidence that he:

“quickly came to learn that Aaqua was basically financed by the sale of the Audioboom shares. It had no other revenue or other form of income”.

128.

Mr Foy also said that:

“Mr Bonnier and the Aaqua CFO Dennis Van Cotthem both told [him] that to fund the business it was necessary to sell Audioboom shares […] at least once a month.”

129.

In his expert report for CVS, Mr Jonathan Ellis said “I understand that Audioboom was the main source of liquidity for Aaqua”,in addition to transactions with Mr and/or Mrs Bonnier, which were recorded as debt and a facility from JSI up to $30,000,000, of which Aaquaverse drew down at least $4,153,244 since July 2022.

130.

CVS also presented evidence that Mr Bonnier was involved in spreading rumours about an Audioboom takeover, in order to push up the share price and thus maximise the income that Aaqua could make by selling shares:

(1)

In October 2021, Mr Bonnier mentioned to Mr Smith that Spotify was interested in acquiring Audioboom and that he thought it would bid £19.20 per share – a significant premium compared to the market price – by the end of the month. Mr Bonnier told Mr Smith and Mr Candy that he was in advanced talks with Spotify in relation to the bid and in personal contact with Mr Daniel Ek (Spotify’s Co-founder and Chief Executive Officer).

(2)

Towards the end of 2021, news of Spotify’s alleged interest in Audioboom became public and Audioboom’s share price rose sharply. Mr Foy gave evidence that “This was a cause for celebration for the Bonniers. Mr and Mrs Bonnier treated the core team to an extravagant dinner at La Reserve in Paris.” Also, that “All members of staff were asked to sign an agreement forbidding the dealing in certain shares without prior authorisation from the EMT. This included Audioboom.”

(3)

In or around February 2022, Mr Bonnier informed Mr Smith that Spotify’s interest had cooled, but that he was now in talks with Vivendi (a French investment firm) about purchasing Audioboom at a significant premium.

(4)

In early 2022, Vivendi’s supposed interest in Audioboom became public, leading to another share price increase. Around the same time (February 2022), there were media reports that Amazon was also interested in acquiring Audioboom.

(5)

No formal bid for Audioboom was ever made by any of the supposedly interested parties. Mr Smith gave evidence that in hindsight he believes they were “deliberate ruses” to distract CVS from the Apple/LVMH investment.

(6)

Mr Candy said: “I heard in the first quarter of 2022, via [Mr Smith], that the Audioboom Board felt that the takeover rumours by Spotify and Vivendi had been started by Mr Bonnier himself, to pump the share price in Audioboom.”

(7)

Mr Foy also gave evidence that Mr Bonnier was “almost obsessive” about the Audioboom share price.

(8)

CVS also provided evidence that there was significant trading activity between Aaqua and Ms Islam-Bonnier in shares in Audioboom, in which relevant TR-1 forms were not filed.

131.

I find that Aaqua was effectively financed by the sale of Audioboom shares, and had no other source of income.

132.

Where it is alleged that somebody has told deliberate lies, that case makes more sense if the motivation for lying can be explained.

133.

In this case, Aaqua’s lack of liquidity provides a cogent explanation for Mr Bonnier’s lies. He had an urgent need for a source of income. He told his lies in order to induce CVS to invest in Aaqua, by providing Audioboom shares which could then be sold readily. He knew that the involvement of prestigious companies such as Apple and LVMH would add cachet and credibility to Aaqua. Furthermore, he relied on the supposedly advanced stage of the negotiations with Apple and LVMH to hustle CVS into acting swiftly, without proper due diligence.