The Companies Act (2021 Revision) and Principal Investing Fund I Ltd and Long View II Ltd and Global Fixed Income Funds I Ltd Credit Suisse London Nominees Ltd Petitioner v Principal Investing Fund I Ltd Long View II Ltd Global Fixed Income Fund I Ltd First Respondents and Floreat Principal Investment Management Ltd LV II Investment Management Ltd Floreat Investment Management Ltd Second Respondents

• Jurisdiction: Cayman Islands
• Judge: Justice Kawaley
• Judgment Date: 17 April 2023
• Docket Number: FSD CAUSE NO. 268, 269, 270 OF 2021 (IKJ)
• Court: Grand Court (Cayman Islands)

In the Matter of the Companies Act (2021 Revision)

And in the Matter of Principal Investing Fund I Limited

And in the Matter of Long View II Limited

And in the Matter of Global Fixed Income Funds I Limited

Credit Suisse London Nominees Limited

Petitioner

and

Principal Investing Fund I Limited

Long View II Limited

Global Fixed Income Fund I Limited

First Respondents

and

Floreat Principal Investment Management Limited

LV II Investment Management Limited

Floreat Investment Management Limited

Second Respondents

Before:

The Hon. Justice Kawaley

FSD CAUSE NO. 268, 269, 270 OF 2021 (IKJ)

IN THE GRAND COURT OF THE CAYMAN ISLANDS

FINANCIAL SERVICES DIVISION

HEADNOTE

Application to further particularise Amended Defence to just and equitable winding-up petition in support of collateral purpose defence-late application-allegation that Petitioners' beneficial owner conspired with a provisional liquidator prior to his appointment to “bring down” the Fund Managers' principals-public interest in airing

Appearances:

Mr James Collins KC instructed by Mr David Lee and Mr David Lewis-Hall of Appleby (Cayman) Limited for the Petitioner and the Non-Party Applicants

Mr Michael Bloch KC instructed by Mr Ben Hobden and Mr Alan Quigley of Forbes Hare for the Second Respondents

Mr Ben Valentin KC instructed by Mr Jason Mbakwe of Carey Olsen for the Joint Provisional Liquidators

In Chambers 1

RULING ON SECOND RESPONDENTS' AMENDMENT SUMMONSES

The application

1 This is a Summons filed by the 2 ^nd Respondent in each of the three Petitions dated 15 April 2023 which seeks the following principal relief:

• (1) an Order permitting the Second Respondent to further particularise its Amended Defence dated 21 June 2022 by the serving and filing if necessary of the Further and Better Particulars of Defence as shown in Schedule 1 to this Summons;

• (2) Secondly, an Order requiring the Petitioner to give discovery and simultaneous inspection of the documents referred to in paragraph 11 of the First Affidavit of David Lee and electronic communications and electronic records of communications between 6 July 2020 and 5 July 2021 in relation to the identification, selection and engagement of the following persons to act court appointed joint provisional liquidators: (a) personnel of Ernst & Young and (b) personnel of Kroll and its predecessor firms, Mr Cosimo Borrelli;

• (3) Thirdly, an Order requiring the Joint Provisional Liquidators to give discovery and inspection in relation to the identification, selection and engagement of Mr Cosimo Borrelli to act as a court appointed joint provisional liquidator;

• (4) Fourthly, an Order that the Second Respondent has permission to adduce two further affidavits sworn on 6 April 2023 as evidence in chief of the deponents at the hearing of the Petition in these proceedings.

2 The new particulars which it is sought to file in substance but not in form by way of amendment to an existing collateral purpose plea essentially rely on the evidence said to have been collected by private investigators through covert observations of Mr Wang, the Petitioner's beneficial owner, and also one of the Receivers, Mr Pearson. I do not think the observations actually mention Mr Pearson other than as being part of the conversations; but more significantly it is suggested that conversations involving Mr Borrelli were overheard and recorded by the private investigators.

3 In essence, the allegations are that Mr Wang conspired with Mr Borrelli, in particular, before his appointment as one of the joint provisional liquidators to, in the words of one of the notes, “ bring them down”, the “them” being Floreat whose principals are behind the 2 ^nd Respondents.

The respective arguments

4 The application was vigorously opposed by the Petitioners and Mr Collins KC submitted that the applications should be dismissed applying the following legal principles. Firstly, he referred to the 1999 White Book, paragraph 20/0/2, which says this:

“ The overriding principle with regard to amendments is that contained in rule 8, namely that generally speaking all amendments will be allowed at any stage of the proceedings and of any document in the proceedings other than a judgment or order on such terms as to costs or otherwise as the court thinks just. This principle is subject to the countervailing rule of practice that an amendment will be refused or disallowed when, if it were made, it would result in prejudice or injury which cannot be properly compensated for by costs. Accordingly, as a general rule, either party is allowed to make any amendment in his own pleadings or other proceedings which is reasonably necessary for the due presentation of his case on payment of the costs of and occasioned by the amendment, provided there has been no undue delay on his part and provided also that the...