
As set out in paragraphs 238 and 239 above, I never intended to write off the C. Loans and I only agreed to write off all but £2,000,000 of my loans on the basis that I thought this was a requirement of the Transaction and so I did so on the basis that I would receive the agreed consideration from B. M.’s Offer, plus the Three Debts (i.e., £5,500,000). As can be seen from QPRH’s document in my Loan Accounts on page 693 of AC 1, as at 31 August 2007, I should already have received interest in the amount of £516,412.04 from QPRH (after interest on the sums due on the D. Loans in the amount of £59,062.50 had been deducted from the total figure of £575,474.54 of interest accrued on all the loans listed therein).
I have seen a copy of the email correspondence between Mr C. and Mr S. dated 30 August 2007 (see page 694 of AC 1) in which they discuss the possible tax implications of the cancellation of my loans.
Mr C. explains that the general position is that the cancellation of loans by a related party (director or shareholder) would not give rise to a tax liability, but that the cancellation of loans by an unrelated party could give rise to a tax liability. Mr C. further adds that ‘timing is critical’, so if the loans ‘were written off while still a related party it would help.’
Clearly by 30 August 2007 none of my loans except £2,000,000 had been written off. I was subsequently asked to sign a letter of resignation, which I did, on 31 August 2007 (see pages 1 & 2 of AC 1).
I was therefore very surprised to see a printout of QPRH’s Nominal Assets Report dated 29 July 2008, which was sent to Mr M., following his/my request for a document relating to my Administrator’s Loan Account, by M. S. on behalf of QPRH (see pages 697 – 700 of AC 1). We note from the last entry in the Nominal Assets Report on page 2 that QPRH introduced the following entry presumably 8 days before the e-mail exchange between Mr C. and Mr S. referred to in paragraph 273 above and 9 days before my resignation on 31 August 2007:
…22/08/2007…. Adm. Loans Cancellation for such…’
Accordingly, in the Nominal Assets Report, QPRH appears to have written off £4,212,882.45 of my loans as at 22 August 2008. I do not understand why my loans were written off prior to the completion of the Transaction.
Despite the fact that my letter of resignation was signed on 31 August 2007, the date on which I resigned with immediate effect, I note from QPRH’s Annual Report and Accounts as at 31 May 2007 (see pages 701 – 725 of AC 1) that I apparently did not resign until October 2007. This is not correct. As far as I am concerned (and I have never been told otherwise) I am no longer a Director of QPRH as of 31 August 2007. Ms T. sent a copy of my and Z.’s letter of resignation by email to Mr S. at 10.39 a.m. on 31 August 2007 (see page 726 of AC 1).
Interestingly, Mr S.’s email to Mr D. M. and Mr S. sent at 08:25 on 13 August 2007 (see page 733 of AC 1) states that:
‘We cannot resign as directors until everything is signed, as we may need to call Board meetings etc., and if we all resigned only G. would remain, which is contrary to company law.’
Bearing this in mind, I do not know why Mr. S. took the above mentioned approach of seeking my resignation on 31 August 2007 (which I did), but then continuing to declare to everybody that I was still a Director attending Board meetings and signing Audit Notes (see Section V below).
Having said this, Mr L. of W. was also apparently well aware of my resignation with immediate effect since Mr S. faxed him a copy of my and Z.’s signed letter of resignation at 12.55 p.m. on 31 August 2007 (see page 734 of AC 1).
A complaint on this matter has been lodged with Scotland Yard.