CHANCERY DIVISION
MANCHESTER DISTRICT REGISTRY
1 Bridge Street West Manchester M60 9DJ |
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B e f o r e :
sitting as a Judge of the High Court
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THE SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS |
Applicant/Petitioner | |
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HAWKHURST CAPITAL PLC | Respondent |
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8th Floor, 165 Fleet Street, London EC4A 2DY
Tel No: 020 7421 4036 Fax No: 020 7404 1424
Web: www.merrillcorp.com/mls Email: courtcontracts@merrillcorp.com
(Official Shorthand Writers to the Court)
The Respondent did not appear and was not represented.
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Crown Copyright ©
1. On 25 January 2011 a company incorporated in Belize (referred to in the petition as Holbrook Belize) purchased the entire stock of Hawkhurst shares. Mr Giles is a director of Holbrook Belize.2. Hawkhurst shares have been sold on the Frankfurt Stock Exchange between 1 February and 15 November 2011 and on the online stock exchange scheme known as CREST since 1 February 2011.
3. Until the last-known share transfer on 11 June 2013, the total amount paid for the shares was some €13,586,259. The shares are offered to members of the public who respond to marketing text messages, or through websites aimed at people who want to gain early access to their pension funds.
4. Potential shareholders were identified by cold calls or referred by websites, for example one called 'Pension Release', and were told that they would receive a loan payment into their bank if they set up a SIPP and purchased Hawkhurst shares. They were also told that the Hawkhurst shares purchased would cover the principal amount and interest due on the loan.
5. Payment of the loans was made by Regent and shareholders entered into share lock-in agreement and loan agreements.
6. When required, the shares are released by Holbrook Belize into the market and are transferred through intermediaries to a nominee company which holds the shares on behalf of the beneficial shareholder in their SIPP accounts.
1. place the company, and its assets, in responsible hands, and take them out of the control of the company's directors as soon as possible;2. bring the company's involvement in objectionable trading activities to an immediate end, and prevent further promotion, or use, of the scheme on members of the public;
3. enable the company's affairs and trading to be investigated more fully, and the company's financial position and creditors to be established;
4. provide an independent focal point for information and advice for any third parties who have had dealings with, or involvement in, the company pending determination of the petition; and
5. insofar as the company has received, or holds, monies referable to the operation of the scheme, prevent dissipation of such funds.
1. It is difficult to see how any injunction order could be formulated to stop the conduct which is complained of. Hawkhurst is the vehicle through which the pension release scheme is being conducted. It is not, therefore, ostensibly, an active participant, in that it is not itself openly involved in the sale of its own shares. Share sales are taking place, but the true structure of the companies in the scheme is not clear. Given the lack of transparency, the precise roles of the participants in the scheme, and how it is being operated, are not clear.2. The lack of transparency, the position of Mr Giles in failing to provide information regarding the overseas companies, his general failure to co-operate, and his use of the alias Simon Murray all point to there being no confidence that an injunction would be complied with. It would also be difficult, if not impossible, to police. Mr Giles is resident in Malaga in Spain, and companies which appear to take part in the pension release scheme are also overseas.
3. Finally, the concerns entertained by the Secretary of State and his investigators as to the falsity of the accounts underlines the lack of any confidence that any injunction would be complied with.