[2025] EWHC 1460 (Fam)

I begin by recording that the father is clearly an exceptionally talented man who has enjoyed considerable success in his business life. He was responsible for founding and developing a company called ‘G’ (to which I have already referred) which came to be well known in the Czech Republic. The shares in G were sold to a European company, generating very substantial wealth for the father.

I consider it probable that the bulk of the father’s wealth today stems from the sale of G. He may well also have wealth derived from other sources (eg properties now transferred into a trust structure). He is likely also to have enjoyed continued success since its sale through his ongoing involvement in a network of companies (collectively ‘BX’), into which the bulk of the G funds have been placed or retained.

During his oral evidence, the father told me that the sale of G took place in two separate tranches. The first in 2020 and the second in 2022. Prior to the sale, 55% of the shares in G were held by him personally; 45% were held by BD s.r.o. (of which he was the sole shareholder).

In 2020, according to the father’s oral evidence, he sold 53% of the shares (all held personally by him), leaving him with just a 2% shareholding in addition to the 45% held by BD s.r.o. At the same time, he and the purchaser, entered into an option agreement which entitled the purchaser in future to acquire all of the remaining 47% of the shares. The option price was not a fixed price, but would depend upon whether certain performance targets were achieved in the intervening period. The father, the key man in the business, remained working there over this transitional period. The amount ‘received by’ the father in 2020 for the majority of his personal shares was, according to his evidence, approximately €14.2 million. According to the father’s replies to questionnaire, the money he received did not give rise to a tax liability.

In 2022 the purchaser exercised its option and acquired all of the remaining shares. The further amount ‘received by’ the father was approximately €2.5 million for his remaining 2% holding. When I suggested to the father that this allowed a pro rata calculation to be made as to what will have been received for the 45% held by the company (i.e. approx. €56.25m), he recoiled from this suggestion and asserted for the first time that the €2.5 million he had received was not solely in respect of his shares but included an element of ‘bonus’ for work he had conducted over the previous two years. The father did not provide any details as to the amount of this asserted bonus, but this belated and wholly uncorroborated assertion by him was in any event inconsistent with his previous disclosure in the proceedings and I reject it.

The purchaser’s publicly available financial report for the year ended 31.12.22 shows that in that year there was a decrease in the value of put options held by the company of €59.4 million. In the absence of proper disclosure from the father, I consider it more likely than not that this relates to the exercise of the purchaser’s option to purchase the remaining G shares. The pro rata calculation I referred to in the preceding paragraph produced a figure for the acquisition of 45% of the shares of €56.25. If one adds the €2.5m the father has said he received for his residual 2% interest, the total figure is just short of €59m. The difference could well be accounted for either by rounding in the calculations and/or by payment of fees on the transaction. A figure in this ballpark is broadly consistent with the fact that the most recent balance sheet of the BH s.r.o. (the holding company for the BX structure into which the G funds were received) suggests it now holds net assets valued in the region of £100 million. This enhanced value is likely to reflect various transfers of assets made by the father into the business, the intrinsic value in the BX companies prior to the G sale, ongoing profits made by the business since 2022 and movements in the markets. If I am mistaken in the conclusions I have reached, the father only has himself to blame. He could have provided incontrovertible evidence of the sum received, but has not done so, meaning that the Court has had to do its best to ascertain the figure from other available information.

It follows from my analysis that I find that the sale of the G business generated for the father and his company a total of approximately €73 million, of which €16.7 million was received by the father personally. The payments did not give rise to tax.