
An important meeting took place on 21 August 2007, at which, however, the main protagonist was not present. According to the documents, Mishcons’ first draft contracts were still the only contracts in circulation on 20 August 2007. In an e-mail sent by Mr. S. at 12 noon that day to P. and in copy to DM, it is stated: ‘Here are the contracts. Do they fit A., you and F.?’.
Although it is not recalled whether the draft contracts were shown, the share price at that time was still set at £0.0525 per share, with the addition of a promotional bonus, in line with BM’s offer
Attached to this email were two further draft contracts, including one which stipulated that Mr C irrevocably waived repayment of the loans and guaranteed that QPR’s financial situation had not deteriorated since 30 April 2007. This contract also included the resignation of Mr. C. as director of QPR. Another document concerned the ‘donation’ of 14,763,183 Moorbound shares and the future option to purchase them from a buyer.
In the meantime, on 21 August 2007, P. signed a declaration stating that QPR would pay the fee note FN00338 from AccounTrust on or before 31 August 2007. This was witnessed by Ms L. and certified by Mr S.
The contractual process saw further steps, including the signing of a ‘first proxy instruction’ on 21 August 2007 by another person involved, authorising the purchase of the shares in QPRH for £1,453,707.30. Another document confirmed that Z. had also signed a similar instruction for Wanlock.
Mr S. also prepared an attendance note giving details of conversations that had taken place on 19 August 2007, during which P. had discussed with B. who should purchase the shares in Barnaby and Wanlock. It also referred to a possible promotion of the team to the Premiership, which would involve a bonus of £2,000,000.
The following day, 22 August 2007, another email exchange was sent, with Mr. S. requesting the signing of certain contracts and the delivery of crucial documents, including the share transfer form signed by the relevant responsibilities. However, a few minutes later, a sudden and unexplained change in the consideration for the shares emerged, with the transaction being revised to reflect a lower value for the shares, at 1 penny each, but with a balance of £2,500,000 to be paid to clear the loans.
Subsequent updates were discussed between the parties involved, and Ms. M., a tax advisor, asked a number of questions on how to proceed in relation to various legal and financial aspects of the transaction. Among the issues raised was the need to include a separate agreement for the repayment of the loans, as these had been made personally by Mr. C., rather than through Barnaby.
At the end of August, the parties were confronted with new instructions for the power of attorney, with documents that appeared to repeat the formula of the first instructions, but which had discrepancies, including confusion over the ultimate beneficiaries of certain actions.
Throughout this affair, the details were the subject of numerous discussions and reviews between lawyers, tax advisors and the parties involved. Due to the complexity and irregularities encountered, a complaint has been filed with Scotland Yard to shed light on the affair and determine possible liability regarding the transactions and contract management.