Companies Court Chancery 6530 of 2005 29.9.05 Mira Makar v Alistair Fulton & Ors

From: Mira Makar

Subject: A&O : reply to your queries

Date: 11 February 2019 20:47:30 GMT

To: Emily Buchanan

Hi Emily!

Replies to your four queries are below your email. This is together with a relevant extract of transcript from trial on 30 June 2009 and from 2006.

Fulton and Burrows appear determined to go into court, according to 5RB outputs, reviving December 2004 onwards, seemingly as some form of justification for the events of 2016 and their consequences. I cannot see the connection.

I have predicted they seek, as indicated by me early to-day, to hide behind “Triad Group Plc & Ors” where the “ors” stands for “others”. Thereby their names (Fulton, Burrows) do not appear on the public listings but mine would do as supposed “defendant”.

This is a permanent record that causes me permanent harm. I do not believe it is not intended.

It revives the damage of calling me, falsely, a “bankrupt”, knowing throughout it was not true (28.4.17), i.e. unfit to be a Chartered Accountant; or saying I was “suspended” as FD, CEO, Exec Dep Chairman, on 4.2.05, when it is known there is no such thing as suspending obligations and duties.

The inference from 2005 was that I had my hand in the till, after an unexplained cash drain, as reported by Burrows to those from Baker Tilly and brought out in court in a judgment on 17 July 2009.

Although I was vindicated on the RNS by the same people, who apologized and credited me with a turnaround (November 2006), as well as in the National Press (both unprecedented), nevertheless they seem to want to go around again, by trading my estate, insulting me publicly on the RNS, and treating me as though I did not exist as shareholder, including removing me (and A&O) from the accounts for March 2017 and not sending any notifications.

Shareholders funds are now expected to be gambled away on false and misleading listings (as I indicated would happen early this morning and the last weeks) with no published indicator of who seeks relief; what it is; what it has got to do with me.

Plainly had A&O not disappeared in June 2017 without explanation, such complexities would not have had a chance to happen (or could have been sorted by one phone call).

Let me know if any other queries re A&O etc.

Mira

From: Emily Buchanan

Subject: Tweet 72...some questions

Date: 11 February 2019 18:52:09 GMT

To: Mira Makar

Hi Mira

I know you are very busy but I just wondered if you could explain something. I am trying to work out what’s happened to A&O and the determination that there would be formalising of perjury on 1 November 2006. (investor chat)

I’ve re-visited your tweet 72 of 15.11.18 at 5.15pm where you attached a fax sent by A&O to Burges Salmon on 1.11.06 at 19.54. I have a few questions:

1. As the covering letter is just signed by “Allen & Overy”, who are the people in the reference PMW/SSSG/ACE/JJJC/16686-00075 LT:2032184.1?

2. Do you know whose file the 16686 is referring to?

3. I was also wondering why A&O would remove the date and time when they accepted instructions from the telephone attendance notes, yet they put them in the covering letter?

4. Also, why did they reveal this acceptance of instructions by David Wootton on behalf of the firm so late in the day?

Does all this have any bearing on the need to resolve these issues before anyone from Triad can go back into court?

I attach a copy of the tweet...

Many thanks,

Emily

Replying to @MiraMakar @EmilyBuchanan1 and 46 others

72ndWakeley @equiniti @AllenOvery accepted instructions 18+19/1/05 to keep Burrows away from Triad information/records/post/shareholders or any access toBoard/financial records @equiniti needs to continue to protect members+ensure he has no access to,or control over,their estates

Attachments:

URGENT

Allen & Overy LLP,

One Bishops Square,

London

E1 6AO

FAO Katie Knight

Burges Salmon LLP

Narrow Quay House

Narrow Quay

Bristol

BS1 4AH

Our ref: PMW/SSSG/ACE/JJJC/16686-00075 LT:2032184.1

1 November 2006

Dear Sirs

Ms M Makar v Triad Group Plc

We refer to our letter of 30 October 2006 (following on from our letter of 25 October 2006) in which we….

(redacted)

We also enclose with this letter 3 further documents which have been located by Mr Wootton:

1. Email entitled “Mira: Telephone Message: 16.22” dated 19 January 2005;

2. Email dated “Mira Makar: Telephone Message” dated 18 January 2005; and

3. Handwritten notes of Mr Wootton (undated), a copy of which is also being typed up.

Yours faithfully,

Allen & Overy LLP

Encls.

Faxed 01/11/06 19:54 FAX 020 7330 9999 ALLEN&OVERY LLP 105

Ashtiani, Alison:CO (LN)___________________________________________________

To : Wootton, David :CO (LN) 003/019/872

Subject: Mira: Telephone Message: 16.22

Mira dictated the following message:

Mira advised John of all various points this morning as agreed

John asked if Mira was going to ask Ian to have a few days holiday and whether Mira would agree it with John first.

Mira said yes.

John said he needed time to think about it.

Mira said how long?

John said 24 hours.

Mira asked John to ring her this afternoon if he had changed his mind or is it still 24 hours.

Mira has not heard from John.

Mira has just received an email from Richard Harris who now informs Mira that the figures he gave Mira yesterday were off the cuff and wrong.

Yesterday the figure was half-a-million pounds for two weeks. It has now become £900,000, £580,000, £260,000 – all of these negative and then a positive balance of £900,000 – these are weekly figures.

Richard thinks the bank will bear this balance and he thinks he will be able to buy time.

Mira thinks in view of the numbers she needs to speak to John before Richard sends email.

Mira asks that David calls her to advise her what to do.

Faxed 01/11/06 19:55 FAX 020 7330 9999 ALLEN&OVERY LLP 105

Ashtiani, Alison:CO (LN)___________________________________________________

To : Wootton, David :CO (LN) 003/019/873

Subject: Mira Makar: Telephone Message:

“URGENT” (handwritten)

David: Mira Called: 11:30

John Rigg telephoned Nick Burrows yesterday.

Mira told Nick not to return the call.

This morning John called Mira – Mira gave him an update on meeting with sales force.

John said he was going for a doze and Mira could call him this PM.

John then called Nick on his mobile and told Nick to call John on his mobile.

John knows Nick is going into Cannon Street – Mira does not know how.

Mira has told Nick not to go into Cannon Street & to come to our offices at 1 New Change – “he can sit in reception and drink coffee”.

Please call Mira on her mobile – what should she do next.

Mira says she can’t have the Chairman calling junior employees to find out what is happening on a complicated situation.

11:46 - Nick Burrows is here in reception

QUESTIONS AND ANSWERS

---------------------

1. As the covering letter is just signed by “Allen & Overy”, who are the people in the reference PMW/SSSG/ACE/JJJC/16686-00075 LT:2032184.1?

-----------

They are (1) Peter Watson, Head of Litigation; (2) Sara George formerly employed by FSA (for Margaret Cole) who with William Boyce is responsible for jailing the AIT directors, small quoted IT company; (3) Alice Englebert; (4) no idea.

---------------------------------------------------------

2. Do you know whose file the 16686 is referring to?

Mine. It was my float pre-condition that my personal lawyers A&O were company lawyers so there was no possibility of conflict and we would co-operated to get market and investor notifications right.

Signing a prospectus carries heavy obligations; I was indemnified by selling shareholders so my personal estate is not at risk; knowing I had A&O gave me “clout” I could guarantee the market and investors were protected and informed on a timely basis.

-------------------------------------------------------------------------------

3. I was also wondering why A&O would remove the date and time when they accepted instructions, from the telephone attendance notes, yet they put them in the covering letter?

It is a standard device effectively for contaminating the evidence, as the phone record is not complete and the date is withheld. It is intended to shift risk to the Limited Liability Partnership by giving the information on its letter headed paper.

Acceptance of instructions by A&O was on 18/19 January 2005.

Burrows represented a significant risk to the job of safeguarding the assets of the enterprise, for the reasons given, and had to be kept occupied and away from confidential information, so he would not mislead investors, including non exec’s on the board. He could have continued drawing his wages but spent his time in leisure.

Plainly it is an offence that these instructions and their acceptance were withheld from me, my legal teams and the courts until faxed on 1 November 2006 at 19.55 by A&O to Burges Salmon operating under contract with ALLIANZ.

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4. Also, why did they reveal this acceptance of instructions by David Wootton on behalf of the firm so late in the day?

Good question: you will have to ask A&O. Plainly had A&O continued to operate in accordance with the instructions they had accepted on 18/19 January 2005, Triad investors would not be in such a prejudiced position now.

A&O did not disappear from Triad accounts until June 2017.

The disappearance is a total mystery, especially as they are the ones who instructed Tom Linden (now QC) of Matrix Chambers, and Fulton and Burrows appear to seek to rely on the misleading RNSs of the time.

However, Triad Group Plc has a happy history of making concessions when compelled by the court, as it did on 8 August 2006, about which I have already been cross-examined. There is an extract from 30 June 2009 which is public and with ICAEW in the context of disciplinary measures.

I was questioned by Charles Phipps. This is below. It deals with the substantive issue of confidential and/or personal information, false market information, omissions not notified, misleading notifications, as well as a meeting Burrows had with Mark Harwood and Paul Newman, Baker Tilly assurance partners.

This was on 17 March 2006 after Burrows contacted them on 9 March 2006 to say PwC had resigned and he was looking for a new auditor before the market or I were informed.

PwC’s resignation and reasons for it (withheld by them) is the nub of these issues together with the fire that took place on 12 July 2006 at A&O’s warehouse, affecting me, my family, all the enterprises in which we are invested, including Triad records. These records should have been in the fire proof vaults under arrangements in force from 1994. It means the family’s estate is at risk, as is Triad.

Triad’s counsel is Tom Linden, now QC, of Matrix Chambers. Triad has spent £2m and should rely on the same barristers to benefit from the spend.

Properly Linden ought to have informed the court (public interest or whistleblowing)

(1) of PwC’s resignation (it was omitted from the ET3, the reply form in the ET, filed in April 2006 and

(2) of the A&O fire on 12 July 2006.

A&O were instructing, via Mark Mansell, head of employment, a witness to the events on 4 February 2005, when the RNS went up in Triad’s name asserting that I had been “suspended” as director, when it is known that a director cannot be “suspended.”

Mark Mansell was replaced by Peter Watson, who was involved with David Wootton in investigating the Kimbells (now Freeths) files and contracts, when I could not get access.

Jonathan Hambleton, Freeths (ex Kimbles), told Miss Makar that Triad was not Freeth’s customer, and refused to engage. This was January 2005. This block has continued to February 2019.

I have been supported in court by ALLIANZ, including six year damage mitigation claims against PwC and A&O, for which default judgment was entered 23.12.10 and 15.4.11 respectively, unchallenged by those concerned, who doubled up as advisers to me on the approach.

The extract by Charles Phipps is below.

Simmons & Simmons are on the record for me with leading counsel (part time judge, Bernard Livesey QC) and senior junior team including Charles Phipps.

Charles is co-author with Toulson J of CONFIDENTIALITY published by Sweet & Maxwell (2006, ISBN 10 0 421 87630 1 and ISBN 13 978 0 421 87630 9).

hxxps://www.amazon.co.uk/Confidentiality-Charles-Phipps/dp/0421876301

This book would be pre-requisite reading before any venture into court by Dean, with an estimate of time, so a judge could plan whether he needed a week, a month, or longer to prepare.

1 Q. Thank you. One point made by you in cross-examination

2 was that the expert witnesses were to operate on the

3 basis of concessions made by Triad in order to reduce

4 the scope of the expert issues?

5 A. Correct.

6 Q. You remember that?

7 A. Correct.

8 Q. Do you remember that an issue arose as to the date on

9 which concessions may or may not have been made by. Can

10 I ask you to look at bundle D3 and turn to page 1012.

11 Tab 5.

12 A. Is this file 3?

13 Q. Yes, D3 it should be; 3 out of 4.

14 A. Got it.

15 Q. If you could open that, please. I think you also said,

16 didn't you, that concessions were an ongoing process.

17 Can I ask you what this document is, if you look through

18 it.

19 The document ends at page 1021.

20 A. Yes, I recognise this document. What was the question,

21 please?

22 Q. First of all, could you just say very briefly what the

23 document is?

24 A. This is Allen & Overy's responses, my Lord, in the

25 right-hand column, to what it was they were going to

51

1 concede and what it was they weren't going to concede.

2 Q. Thank you. If you turn to page 1021, please, and look

3 at the bottom of that page.

4 A. Yes.

5 Q. Can you tell when the date of this document was?

6 A. 8 August 2006.

7 Q. If you could put bundle 3 away. In cross-examination

8 you referred to the meeting of 17 March 2006 and could

9 I ask you, please, to turn to page 160A of bundle D1?

10 A. Found it.

11 Q. You have that. It is a typescript of notes made at the

12 meeting on 17 March 2006. Now I think you said

13 something about there being confidential information

14 relating, in particular, to a memorandum of

15 2 February 2005?

16 A. Yes.

17 Q. Is that what is referred to halfway down the page?

18 A. Yes. That is the memorandum which was the memorandum

19 which was crucial to preventing the information of

20 financial uncertainty from arriving at the market.

21 Q. Was that in the public domain?

22 A. That letter was not in the public domain and it

23 constitutes prima facie confidential information which

24 clearly is price sensitive. This is the document that

25 was created by David Wootton which stated that there was

52

1 a 5 million trading loss in the company and that was the

2 explanation for the cash drain.

3 Q. Are there other breaches of confidence, as you see it,

4 appearing from this page?

5 A. Yes, there are a series of breaches of confidence.

6 There is a breach that Allen & Overy -- it says here

7 Alan Wootton, it is David Wootton -- were involved and

8 responsible for the events that occurred, and there are

9 a number of referencable documents supporting the

10 involvement of Allen & Overy.

11 And they were the party who had created what was

12 stated to be the independent investigation, which is

13 recorded in the agenda for the meeting.

14 Q. If you could just identify in the first place what you

15 say is confidential, in particular the most significant

16 pieces of information?

17 A. The piece of information is the Allen & Overy report.

18 That report --

19 Q. So that is one of them?

20 A. Yes.

21 Q. What else on this page?

22 A. Evolution Securities being relaxed. That is a document

23 created by Evolution Securities by Jeremy Ellis on

24 4 February 2005. In that document, Jeremy Ellis records

25 that David Wootton alleges that Mira Makar has been

53

1 suspended as a director and that there is no material

2 financial uncertainty in the company.

3 Q. Anything else on this page that is important?

4 A. The resignation of PWC. This item was not in the public

5 domain. Subsequent to this meeting, it is said that

6 Baker Tilly contacted PWC and established that they were

7 not --

8 Q. I'm just asking you about what is on this page at the

9 moment. Was there anything else on this page important?

10 A. No accounting frauds. There are documentation relating

11 to this matter which was confidential. "Got to the

12 bottom of the issue"; that there is documentation

13 recording the investigation, such as it was. "Peak cash

14 2.5 million"; there is documentation ...

15 Q. Do you know what "Peak cash 2.5 million" means?

16 A. That means that there is positive cash and not that

17 there is a debenture and that the financial risk had

18 effectively been transferred to the bank under

19 a debenture and that debenture, going back to the

20 Allen & Overy comment, had been negotiated with the

21 Bank of Scotland by Allen & Overy.

22 Q. Was that in the public domain?

23 A. That most certainly was not.

24 Q. Thank you. Can I ask you, please, to turn to bundle D2,

25 page 614, which is in the middle of the note made by

54

1 Mr White of the meeting you attended on 20 November.

2 I appreciate you challenge the note. Could I ask you,

3 please, to look at page 614.

4 A. Yes.

5 Q. You see just by the first hole-punch, there is an

6 interjection by "NT":

7 "We could review the corporate governance and

8 conduct v code and best practice. Makes more sense to

9 me.

10 "MM"; that is you:

11 "David Wootton, Rigg, two directors, Fiona Kelsey."

12 "IM"; that's your brother:

13 "You can only opine on the directors. This

14 corresponds with original questions in your

15 instructions.

16 "PS [Mr Souster] The basic structure of the board is

17 where it went wrong.

18 "MM The conduct of people does matter -- it is

19 people acting outside the board structure.

20 "NT Will you provide further instructions to us?

21 "MM We want it the narrow way.

22 "NT We can give answers in that context. This

23 demonstrates the impact when it does not work."

24 Having looked at that, are you able to help with

25 what, "We want it the narrow way" means?

55

1 A. It is not my language but it basically means I don't

2 want to widen the scope of the project.

3 Q. Finally it was suggested to you that it was strange

4 behaviour on your part not to show particular interest

5 in the accounts of Triad that were released

6 in December 2006 because you were a 30 per cent

7 shareholder in Triad.

8 Can I ask you, if you don't mind answering this

9 question, what your shareholding in Triad was worth,

10 first of all in about December 2002, four years before

11 this, these events; are you able to hazard a figure?

12 A. I know that its value when it was doing well was

13 178 million.

14 Q. Right.

15 A. And I know that before these events took place the price

16 per share was about 70p and after these events it was

17 22p, so I have four and a quarter million shares, so ...

18 Q. Perhaps I can make the question shorter.

19 A. So it is one-third. It went down one-third in the

20 relevant period.

21 Q. The question was this, at December 2006 when the reports

22 came out, do you know what the value per share was at

23 that stage?

24 A. The figure is 22p on and around that time.

25 Q. 22p?

56

1 A. And before these events it was 70p.

2 Q. In December 2006 how many shares did you have?

3 A. It is the same throughout; it is four and a quarter

4 million.

5 MR PHIPPS: My Lord, I have no further questions.

6 JUDGE SEYMOUR: Thank you, Ms Makar.