Case No. FD11D02580

108.As I have said, H’s current allegations in relation to non-disclosure have been distilled into a formal pleading (“Applicant’s Particulars”). The central allegation in that pleading is that there was no arm’s length sale of W’s shares in B Ltd to a US entity called ‘MP’. Instead, it is alleged that she transferred her shares to a Guernsey company called MP Limited which she controlled. It is said that this was part of a deliberate scheme to deceive H and the court.109.The new, or fresh, evidence which is relied on as the basis for these claims is said to be evidence (recently discovered) which establishes the links between W and the Guernsey company.110.In para 23 of the Applicant’s Particulars, Mr Elliott QC has pleaded the following facts and matters on his client’s behalf:-“23.[H] suspected that [W]’s representations were untrue. He set out the grounds for his suspicions in his section 25 statement dated 31 October 2016. However [H] was unsure as he had only limited evidence to support his suspicions and he was ultimately persuaded to agree to the compromise embodied in the 2016 Consent Order because:(a)[W] gave the formal assurance set out in paragraph 18 [i.e. the ‘assurance’ recorded in para 8.2 of the 2016 consent order]; and(b)In the state of the evidence as it then was, [H] was concerned that Roberts J was likely to accept [W]’s evidence concerning the sale of her shares. This was especially so given that (i) in her costs judgment Roberts J had accepted [W’s] evidence of her sale to [MP], and (ii) in her set-aside judgment Roberts J had not accepted that [H] had made out even a prima facie case in relation to [W] being the owner of, or having a beneficial interest in, a company called Zinc Limited (Zinc), which is referred to further below.”111.H was correct to anticipate that I was likely to accept W’s evidence concerning the sale of her shares. That was where the evidence then stood.112.As to the falsity of W’s representations in relation to the sale of her shares in B Ltd, H asks the court in his current set aside application to draw from information he has pieced together a significant number of inferences which can be distilled in their essence into the following presentation:-(i)W’s representation that she had sold her shares in B Ltd in 2016 because of pressing debts was a mere convenience to advance her case in the extant financial remedy proceedings. It removed the need to value the shares whilst enabling her at the same time to advance a case of “need” in the 2016 proceedings in circumstances where she had lost, or was about to lose, the £150,000 per annum income she received from B Ltd.(ii)In support of the sale, she had provided evidence of a credit payment made on 30 June 2016 from ‘MP’ in the sum of £189,540 and subsequent payments out to her (then) matrimonial solicitors and another creditor, Mr C, in the sum of £165,878. She subsequently produced a J30 Stock transfer form which identified the purchaser of her B Ltd shares as MP (Asia) LLC, a company registered in Singapore.(iii)She had deposed in a sworn statement to the fact that MP had been a customer of B Ltd for some time. She described it as a large American company which worked closely with B Ltd in Malaysia delivering a monitoring service to the Royal Malaysian Police and its parent company as being one of the world’s largest private companies with 12,000 employees.(iv)W was director and CEO of BT Ltd which acquired the shares in B Ltd in 2018. MP was one of the shareholders which was obliged to sell its share in B Ltd and which thereupon acquired a shareholding in BT Ltd.(v)Public records which became available following the AIM listing of BT Ltd show that MP operated from a registered business address in Guernsey (“the La Plaiderie address”).(vi)An entity called MP Limited was incorporated in Guernsey on 16 May 2016, some five weeks before the sale of W’s shares in B Ltd.(vii)There is nothing to connect a large US company which provides alarm monitoring services with a Guernsey-registered business address if this is indeed the same company as that which acquired the B Ltd shares. H’s internet searches have revealed the existence of a US entity which trades as ‘MP’ which is based in Florida. It appears from its website to be a locally owned company which does not match the description of the purchasing entity described by W. (She has confirmed that they are two entirely separate and distinct companies and that the website entry he has produced has nothing to do with the company which purchased her shares.)(viii)These inferences support a conclusion that W’s shares were not purchased by this entity.(ix)Further the court should assume that the entity called MP which acquired her shares is the same entity as MP Limited which is now registered at the La Plaiderie address in Guernsey. The Guernsey Register does not identify who the ultimate beneficial owner of this company is13, but the court should infer that W is, and has at all times been, the beneficial owner.(x)In support of such an inference, H relies on the fact that the resident agent of MP Limited is a corporate trustee, FNB International Trustees Ltd (“FNB Trustees”) which at various times has also provided administrative services to three other companies, Courtil, Zinc and R, which have been shareholders in W’s past commercial ventures. He invites the court to infer that FNB Trustees has a single client in respect of all four companies who is the ultimate beneficial owner of each. That beneficial owner is assumed to be W. Because H alleges she held funds in Guernsey, and because of the absence of “any other plausible candidate”, the court should infer that W was, or is, the shareholder and/or ultimate beneficial owner of MP, Zinc and R and the ultimate beneficial owner of Courtil’s relevant shareholdings.113.The crux of H’s pleaded case is set out in paras 27 and 28 of the Amended Particulars in these terms:-“27.….. [W] therefore caused FNB Trustees to incorporate [MP] Limited for her and she then transferred her shares [in B Ltd] to it. The shares therefore remained in [W’s] control and ultimate ownership, and she was able to pretend that she had sold the shares to a third party at a low price.28.The £1.17 per share price at which [W] sold the shares was therefore not a market price representing the best price [W] could achieve at that time.”114.In relation to what he contends to have been the true value of those shares at the time, H avers that in July 2021 various filings made at Companies House show that B Ltd allotted 74,000 shares in 2016 at £34.23 each. On the basis of this valuation, W’s shares were worth some £5.45 million. The basis of that computation is not something on which I propose to comment at this stage given the way H’s case has developed.115.Thus the ‘new’ evidence which is relied on in the context of the current set-aside application comes down in its essence to H’s discovery on reading the BT Limited’s admission document filed in connection with its flotation that an entity called MP was then a shareholder and operated from the La Plaiderie address in Guernsey. That has been described in these proceedings as his ‘Eureka’ moment. In the statement sworn in support of his current set aside application, H has confirmed that “It was the IPO, and in particular the revelation in the admission document that [MP] had a Guernsey business address, that gave me the lead that resulted in the discoveries on which my application is based”. From this information, H extrapolates that:-(i)because MP was incorporated a full month before she initiated the approach which led to the sale of W’s shares in B Ltd, she must have instructed or caused FNB Trustees to incorporate MP as the vehicle for “the bogus transaction she was planning”;(ii)it follows that W lied when she said that she sold her shares to an American company called “MP”;(iii)the LLC which W claims to have been the purchaser of her shares had a registered address in Singapore, not Guernsey. She deliberately chose the name to create confusion as between the jurisdictions;(iv)the court should disregard W’s evidence to this court that she has a “reseller agreement” dated May 2016 which she has refused to produce to H directly because he has on previous occasions breached the confidentiality of these proceedings, including revealing part of her Form E to a journalist who worked for a national newspaper;(v)the coincidence of dates makes it very likely that the Guernsey entity was incorporated specifically for the purposes of the “bogus” sale;(vi)W “has form” for using Guernsey as the centre of “her offshore affairs”. In 2006 she told her former fiancé, Mr C, that she had money there;(vii)the discovery of the Guernsey address at La Plaiderie “made other bells ring”. It is the registered address of Courtil, Zinc and R, each of which has held shares in W’s previous business ventures.116.W has responded to these claims/assertions in a lengthy narrative statement sworn in support of her strike-out application.