XX XXXXXXX XXXXX. Sorry, Xx Xxxxxx, a point has occurred to me. On this grossing-up point, as you have called it, what does the -- so, the agreement says that they're making drawdown requests, they make drawdown requests up to 20 million. The amount that they are shown as borrowing then, here, from all of these drawdowns, amounts to 2.9 million, but they actually get 2.112 after funding costs. What does the facility agreement say about the 25 per cent or the commission, or whatever it is? Is it silent about that? XX XXXXXX: We can look at it when we see the signed version in a moment. I think -- two points. First is, the 20 million is defined to mean a gross sum of 20 million. So, it's the gross figure that is the commitment limit. 20 million commitment doesn't mean 20 million in cash. The second point is -- we can try to find it when we get there -- there is some reference to the liability of the borrower to pay funding costs, which is, I think, the peg on which the 25 per cent is hung. But we can check that in a moment. The LOG board minute is <MDR00006103>. As I say, it is dated -- I think it says 20 June, although it is quite hard to see what that says. Xx Xxxx-Xxxxxxx, Xx Xxxxxx, Xx Xxxxxxxx, Xx Xxxxxx, Xx Xxxxxxx and Xx Xxxxxx are said to have attended, and the business of the meeting, in 4.1(a), is to approve the £20 million loan agreement. The facility agreement is then signed, and the signed version is <MDR00006307>. My Lord can see it's been backdated to 15 March 2016, presumably because that is a date before LOG's first drawdown. So, presumably, for the benefit of auditors, to give the impression that the drawdowns occurred after the facility agreement was put in place, rather than the other way around. The contents page is going to be page 2, I think. Or is that the parties? Let's have a look. That's contents. Then the parties is probably page 3. Then the commitment, as I mentioned, is a gross sum. I'm not sure any of those -- "Cost of Borrowing", capital C and capital B, is: "... the sum which shall be added to any sum drawdown hereunder which shall have been incurred by the lender from time to time in raising the funds comprising the facility." So, that's the reference that I have in mind which is the hook on which the 25 per cent is hung. We see that term in the operative provisions. I think if we go through to the early clauses -- I'm not sure we need any of those -- perhaps we can just go back and check the facility period, while we are here [page 4]. That'...
XX XXXXXXX XXXXX. The FCA authorisation they had, you told me yesterday, was to do with credit; is that right? XX XXXXXX: Credit broking, I believe. XX XXXXXXX XXXXX: So, if they were -- what does that mean? If they were lending money to people to invest or -- XX XXXXXX: Authorised to act as a credit broker. I'm going to have to check what that means. XX XXXXXXX XXXXX: But that's not to do with promoting investments? XX XXXXXX: No. And one of the things that we see time and time again is that LCF sought to trade off the -- or Surge's salespeople sought to trade off the limited and irrelevant authorisation that LCF had obtained, and the FCA got wind of it a number of times, for example, by looking at LCF's website or by seeing the adverts that LCF had placed in the media, or Surge had placed on LCF's behalf, and the FCA would be very quick to write to say, "You can't trade off your regulated status. It is irrelevant to the bonds that you are issuing. They are unregulated investments. You mustn't mention your FCA authorisation", so they had to be taken off. That -- we can provide my Lord with the details -- is a saga that was repeated a number of times. I think I'm right in saying at least three times. But we can give my Lord chapter and verse on that if that would be something my Lord would be interested in. XX XXXXXXX XXXXX: I have noticed that in all of these communications you have shown me -- I think all of them -- they have made the point that they were FCA regulated. XX XXXXXX: Yes. And one can see why the FCA would have a problem with that. I'm not sure there is anything on the next page, but let's have a quick look at it, just to see. This is, I think, just further questions. Let's look at another. <I4/5.1>. This is Xxxx Xxxxx again and a member of the public, Mrs E******** A*******, 22 October 2016 at 2.25 in the afternoon. Let's look at the next page, please. She says in the middle of the page that she's downloaded something, presumably the information memorandum, to read it, and then says that she doesn't want all her eggs in one basket, she wants some real returns without leaving herself open too much in one place. Xx Xxxxx says: "I fully understand. Have you a minute and I'll just explain how we operate as a business?" She says that would be really useful. Xx Xxxxx says: "Okay, fantastic. So we're not a bank or building society ... we are a corporate financier ... and what we do is we raise capital through investors like yourself ... and the way that we make our...
XX XXXXXXX XXXXX. But he clearly didn't have in mind that sort of case. I mean, to the extent to which he was looking at it and his obiter comments apply at all, one can see it might be applicable to a case where there is just a one-off transfer of the company's assets, for example. It seems to me much more difficult to apply in the sort of case that I have just postulated, where you have a series of payments being made over a contract over a long period of time, and where it may not be possible to set aside the contract as a matter of straight contract law.
Examples of XX XXXXXXX XXXXX in a sentence
XX XXXXXX: The second point to flag relates -- XX XXXXXXX XXXXX: I'm not going to say anything at the moment requiring the defendants to set out their position in relation to this by a certain -- well, certainly I don't think I should do that by tomorrow.
More Definitions of XX XXXXXXX XXXXX
XX XXXXXXX XXXXX. But that means that any document which is electronic, which contains a false date, is authentic. XX XXXXXX: It is authentic, yes, the metadata reveals the true position in relation to the document's creation. The date that is written on the face of it is no different from the inaccurate information in Xx Xxxxxxx'x diary entry. XX XXXXXXX XXXXX: No, because there the assumption is that that is the correct date on scenario 2. XX XXXXXX: And the metadata is the correct date. That is an intrinsic, inseparable part of the document which reveals when it was created, and that is authentic, no one is suggesting that the metadata has been tampered with. The fact that the electronic document is an authentic native format document is what tells you that the date of July 2015 written on it is an inaccuracy but that doesn't mean that the electronic document is inauthentic. XX XXXXXXX XXXXX: Yes. I mean, this seems to be a point without any authority -- I don't think there is much of an analogy with your Xx Xxxxxxx case, but it appears it is a point where there is no authority. XX XXXXXX: The authority comes from the definition of "document" and the extension of that term to include electronic documents and, in particular, the embedded metadata. XX XXXXXXX XXXXX: So you say that the document that has been -- sorry, I am just going to make a note. The document that has been disclosed is an electronic document. XX XXXXXX: Yes. That's right. It is a native format. XX XXXXXXX XXXXX: The whole of that document.
XX XXXXXXX XXXXX. Did I misunderstand a bit earlier on, because I thought you said at some point that the -- I thought you said on the transcript that London Group LLP was owned by the four individuals. XX XXXXXX: The designated members were Xx Xxxx-Xxxxxxx and Xx Xxxxxx; they were who you would see at Companies House. But the internal documents, like the Xxxxxxxx & Co document that we looked at yesterday -- XX XXXXXXX XXXXX: Oh, I see. So, you say beneficial ownership is the four individuals. That's what you meant by that? XX XXXXXX: Yes, the Xxxxxxxx & Co document yesterday said the four individuals were the owners and it had after the table that note saying that Xx Xxxxxxx'x share was held by Xx Xxxxxx as his nominee. So, by the LPE SPA, Xx Xxxx-Xxxxxxx and Xx Xxxxxx, as sellers, sold 90 per cent of ITI and 80 per cent of LAI to a company called LPE Enterprises Limited which was owned by TW Private LLP, the members of which were Xx Xxxx-Xxxxxxx, Xx Xxxxxx and an LLP, the members of which were also Xx Xxxx- Xxxxxxx and Xx Xxxxxx. There's a similar story told by <EB0109758>. I think this might be Xx Xxxxxxxx'x handwriting. We see that LPE Enterprises is owned by TW Private LLP, which is owned by SHK, EB and London Group LLP. There is an email <MDR00164464>. This is now 8 August 2014. Xx Xxxx, at the bottom of the page, asks who the client is on the Asset Mapping issue, he asks if it is London Group LLP, and then, above that, Xx Xxxxxxxx replies: "I think that perhaps it could be Intelligent Technology Investments Limited, which is now owned as to 90 per cent by LPE Enterprises, which in turn is owned by Xxxxx and Xxxxx as members of TW Private LLP." So, this is August 2018. It is the same into the next year, <MDR00210617>. This is the technology structure chart current as at February 2019 and it is the same as the version that we just looked at. This is why we characterise the LPE SPA as a transaction by which Xx Xxxx-Xxxxxxx and Xx Xxxxxx were selling to themselves. Xx Xxxx-Xxxxxxx'x response to that is to say, "Ah, well, yes, although we sold the shares in LAI and ITI to LPE, which was owned by TW Private, TW Private then sold LPE to a company called LPT" -- this is another LPT -- "for a £1 acorn", that's the phrase he uses. We can see that at <C2/2/42>. This is Xx Xxxx-Xxxxxxx'x trial witness statement. At the end of paragraph 151, he says: "On 20 July 2018 LPT was incorporated and on 27 July 2018 TW Private sold LPE to it for a £1 'acorn'."
XX XXXXXXX XXXXX. Do we need all of this? I can see they are talking about a helicopter.
XX XXXXXXX XXXXX. Do you mean 2.1 million? XX XXXXXX: What did I say?
XX XXXXXXX XXXXX. Go to the first page, please. Your evidence is that this was, as it were, replacing a lost document?
XX XXXXXXX XXXXX. Has anyone added up how much was paid to Google? XX XXXXXX: There is some evidence about that. There is a bit of uncertainty in the evidence. We can dig out for your Lordship -- I think it is Xxxxxxxx Xxxxxx-Xxxxx calculates a figure which he provides to Mr Xxxxxxxx. I think it is, from memory, in the region of £18,000 [sic]. Mr Xxxxxxxx then provides information to -- I think it is a PR person who is helping Surge deal with the fallout of LCF's collapse and Mr Xxxxxxxx has increased the number to something in the region of £26 million. But we can dig out the -- XX XXXXXXX XXXXX: You said £18,000. Did you mean £18 million? XX XXXXXX: Did I say £18,000? I'm sorry. I think the first figure given is £18 million, but the figure then passed on, I think I might have said, from Mr Xxxxxxxx to the PR person is £26 million. But we can dig out the documents and provide your Lordship with the details about that. The relevance, ultimately, is, of course, a very substantial part of money from new bondholders is being spent on attracting further new bondholders at levels of expenditure which are obviously entirely unsustainable, given LCF's business model or the way it described its business model to the public. The next topic, as I say, is the lack of any written document. This includes Xx Xxxxxxx'x forgery of an agreement bearing Xx Xxxx'x signature to deceive PricewaterhouseCoopers. So it is an important topic. We start at <EB0006648>. It is an email that we have seen before. At the bottom of the page, Xxxxx Xxxxxx emails Xx Xxxxxxx to say that she hopes he is pleased with the website and the brochure, and she says: "The key pages that customers respond to well and can influence buying are:
XX XXXXXXX XXXXX. How many preference shares were there? XX XXXXXX: 25 million, my Lord. XX XXXXXXX XXXXX: Of £1 each? XX XXXXXX: Yes. We will see a bit more about those in due course, but I notice the time. XX XXXXXXX XXXXX: Yes. I am going to have to rise promptly at 12.50 pm today, just so you know, but we will take the five-minute break now. Thank you.