CL-2020-000117 - [2025] EWHC 1620 (Comm)

The general background to the claim was summarised by Foxton J in these proceedings at [2020] EWHC 486 (Comm) at [6] to [9]:

“6.

By way of brief background, each Swedish saver makes payments into a compulsory Premium Pension Pot or PPM. Those PPMs are administered by the [Swedish] Pensions Agency and the government is the sole owner of the funds under management. Those PPM funds can then be invested in a range of investments identified on the PPM electronic platform. Those investments have to meet the requirements of the Undertakings for Collective Investment in Transferable Securities Directive 2009/65/EU.

7.

The Swedish government alleges that the first three defendants acted in combination to defraud the government by using moneys in PPM accounts to buy assets at inflated prices from entities which, unknown to the claimant, were themselves owned or connected with the defendants, or in which the first three defendants had some form of interest.

8.

The case of the Swedish government is that this fraud was perpetrated in two phases, the first concerning the Optimus fund and which the government has referred to as the Optimus phase, the second concerning the Falcon fund and which has been referred to as the Falcon phase. What is alleged is that the Optimus fund used PPM money to buy mortgage backed securities at inflated prices from companies owned by some or more of the first three defendants, which (with two exceptions) were later sold at substantial losses. It is also said that moneys from other PPM funds were transferred into the Optimus fund in order to increase the size of that fund, so as to raise the 10% limit on the proportion of the funds' assets which could be invested in mortgage backed securities. When attention began to be focused within Sweden on the transfer of moneys from the other PPM funds to the Optimus funds, the Claimant alleges that the first three defendants then took steps to establish the Falcon fund in Malta, where PPM moneys were used to buy exchanged traded instruments or ETIs and other securities in circumstances in which the proceeds of those investments inured to the benefit of companies in which the first three defendants were interested.

9.

The figures for estimated losses that I have been given is of losses of the order of Euros 30 million during the Optimus phase; some Euros 60 million or so during the Falcon phase in relation to ETI and bond investments, and a further Euros 30 million or so in respect of losses on further investments. The fraud is alleged to also involve the fourth, fifth and sixth defendants, each of whom is alleged to have held a position in one or other of the relevant investment management companies, or otherwise to have assisted in the fraud and wrongdoing, and a number of corporate defendants who are said to be companies controlled by the first to third defendants and to have received moneys from PPM accounts. These include some English companies who (I am told) are currently dissolved but will be subject to an application to restore them to the register, the effect of which on current authority would be retrospectively to validate proceedings commenced before that stage against those entities.”

The Swedish Pensions Agency (the “SPA”) is an agency of the Swedish government which administers the Swedish pension system. Under Swedish law it does not have a separate legal identity from that of the claimant, which is why these proceedings were commenced in the name of the claimant. The “PPM” referred to by Foxton J is a compulsory pension premium (“PPM”) whereby a certain percentage of a pension saver’s earnings was put into a discrete account which is then invested in one or more of the investment funds selected by the pension saver from an online platform maintained by the SPA. Each Swedish pension saver has a PPM account. However, under Swedish law, the SPA has title to the funds in the PPM system and to any units/shares in investment funds that are purchased for PPM accounts.

The claimant alleges that the first iteration of the fraudulent scheme described above (“Optimus Phase”) was carried into effect using as the vehicle a Swedish registered company controlled by Mr Serwin and the 2^nd to 3^rd defendants called Optimus Fonder AB (“Optimus Fonder”), which managed a UCITS (Footnote: ¹) investment fund known as the Optimus High Yield fund (“Optimus Fund”). The Optimus Fund was registered with the claimant as a fund in which pension monies could be invested and the claimant invested Swedish pension savings in Optimus Fonder on behalf of Swedish pension savers where the Optimus Fund was selected by such savers for investment of their PPM account savings. The claimant alleges that between 2012 and 2013 by virtue of their control of Optimus Fonder, Mr Serwin (together with the 2^nd and 3^rd defendants) procured the Optimus Fund to purchase mortgage-backed securities (“MBSs”) at substantially inflated prices from companies which were themselves owned or controlled by Mr Serwin and/or the 2^nd and 3^rd defendants, which the Optimus Fund then sold at a loss.

The claimant’s case is that in the last quarter of 2013, Mr Serwin (and the 2^nd and 3^rd defendants) were becoming or had become concerned by the adverse attention that the Optimus Fund was attracting in Sweden and in consequence established a new UCITS investment vehicle in Malta called Falcon Funds SICAV plc (“Falcon”) for the purposes of carrying on their Swedish pension savings fraud. The claimant calls what happened thereafter the “Falcon Phase”.

The claimant alleges that Falcon was controlled by Mr Serwin and although Mr Ӧkten was nominally in charge of Falcon’s investment decisions, he was controlled by Mr Serwin. Funds invested by the claimant in Falcon were invested in turn by or in the name of Falcon in the purchase of exchange traded instruments (“ETIs”) and/or other securitised instruments ultimately connected to and/or owned by Mr Serwin and the 2^nd to 3^rd defendants including shares in Werel AB (“Werel”), a Swedish registered company formed in 2013, at artificially inflated prices. It is the claimant’s case that Mr Serwin set up Werel as a device for fraud. It was placed into bankruptcy on 24 January 2019, about a year after Falcon ceased operations. ETIs were a means of packaging up underlying illiquid investments such as mortgages of real property into an exchange-traded format, thereby permitting them to be held by UCITS funds. There is alleged to have been no legitimate commercial reason for the transactions entered into by the Optimus Fund or Falcon and that the only beneficiaries of these transactions were ultimately Mr Serwin and the 2^nd and 3^rd defendants.