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

CVS said that Mr Bonnier falsely represented that a binding conditions precedent between Aaqua and Apple/LVMH existed which, once satisfied, would lead to their obligation to invest in Aaqua becoming unconditional.

In an email to Mr Smith dated 31 December 2020, Mr Bonnier said:

“There are various conditions precedent that were agreed between AAQUA and our tactical partners and we are on track to deliver/satisfy these early Q2 ’21. That would result in the tactical partners equity subscriptions to go unconditional and thus complete shortly afterwards. In total the amount to be raised in that tactical round is 960mn euros at PPS €1,920.”

The email attached the January Capital Table, which included an entry headed “AAQUA Tactical Partner Round”. This showed an “Issue Price” of €1,920 per share, with Apple acquiring 300,000 shares for a total consideration of €576,000,000, and LVMH acquiring 100,000 shares for a total consideration of €192,000,000.

Mr Smith said that he “understood the reference to “tactical partners” as being a reference to Apple and LVMH and the fact that these conditions precedent had been ‘agreed’ and that their equity subscriptions would go unconditional was consistent with what Mr Bonnier had previously told me, namely that Apple and LVMH had agreed to invest.”