A former director of Baldwins Travel and chief executive of the company’s parent group has been found guilty of contempt of court for breaching three freezing orders.
Jack Mason, chief executive of Inc & Co Group which acquired Baldwins Travel in September 2021 and a director of Baldwins until he resigned last December, was found guilty in the High Court last week following a nine-day trial.
Inc and Co Group chief technology officer and director David Antrobus was also found guilty. A third respondent Scott Dylan, described as a “person of significant control” at the group, pleaded guilty mid-way through the trial to breaching two freezing orders, leading Barclays not to pursue further changes against him.
All three face sentencing in October.
The charges, brought by Barclays Bank, were that the three engaged in “a joint enterprise” to move two UK holding companies they owned – and the businesses these held – to companies registered in the British Virgin Islands (BVIs), beyond the jurisdiction of UK courts despite the companies and their assets being subject to freezing orders.
One of the companies was Baldwins Travel parent Inc Travel Group, a subsidiary of Inc & Co, and the transfer of £350,000 to Baldwins was identified as an aspect of the breach of these orders.
Barclays had obtained the orders after launching proceedings against the three men and other parties, including Inc & Co, alleging a conspiracy “to make unauthorised borrowings” of £13.7 million from the bank.
Inc & Co subsidiary Inc Travel acquired Baldwins Travel in September 2021. Barclays launched its proceedings alleging unauthorised borrowing in November 2021.
Mason owned 50% of Inc & Co and a company cofounded by Antrobus and Dylan, Fresh Thinking Group, owned the other 50%.
The three freezing orders – against Fresh Thinking Group, Inc Travel Group and Mason – prohibited the disposal of any assets up to the value of the £13.7 million in dispute. The order against Inc Travel specifically identified its shares in Baldwins “as assets to which the order applied”.
Yet in March 2022, Inc Travel’s 100% shareholding in Baldwins was transferred to BVI-registered International Travel Holdings and Mason’s and Fresh Thinking’s holdings in Inc & Co were transferred to BVI-registered Investment Holdings.
A day earlier, Mason and Antrobus had resigned as directors of the companies and notice of the appointment of administrators for Inc Travel and Fresh Thinking Group filed at Companies House.
Days later, “a series of debentures” – loan agreements – were taken by the BVI companies against assets of the transferred companies and subsidiaries, including a debenture (loan) against Baldwins Travel. The signatures on the debenture documents filed at Companies House were redacted, concealing who signed them.
Barclays sought an explanation and was told the transfers had been made “by new but unidentified directors” after Mason and Antrobus resigned.
In April 2022, the companies were transferred again to a newly incorporated company in the US state of Delaware, Global Investment Management Holdings.
Barclays was not alone in seeking information on what had happened – the administrator of Inc Travel Group and Fresh Thinking Group was also investigating.
In October 2022, the administrator informed Barclays there had been “no cooperation whatsoever from any of the respondents in providing information in relation to the sale, the location of assets or the production of books and records for the companies”.
Barclays issued proceedings for breach of the freezing orders in February 2023 and subsequently secured documents which indicated Mason, Antrobus and Dylan “were the three directors” of Global Investment Management Holdings, in which they owned equal shares.
The three denied breaching the freezing orders and the Judge noted they “presented a united front” in their first affidavits. But when the case finally came to court, Dylan admitted breaching the orders on Fresh Thinking and Inc Travel, although he claimed his role was limited and the transfers made by “unnamed others”.
Mason and Antrobus sought to distance themselves from the breach of the orders despite disavowing their earlier affidavits in what the Judge described as “a significant blow to their credibility” and changing their evidence during the proceedings.
However, Justice Rajah noted “a dearth of contemporaneous documentation” to support their accounts which he judged “inherently incredible”, finding: “The court has been lied to on a prolific scale.”
The judge described Mason’s “various explanations” of the transfer of shares to be “deliberate falsehoods” and “deliberately false evidence intended to deceive the Court”.
Justice Rajah concluded he was satisfied Mason and Antrobus “resigned in anticipation of the transfers . . . to assist the plan to move the companies”, saying: “This was a plan . . . to transfer assets out of the jurisdiction to new vehicles . . . in breach of the freezing orders.”
He found Mason and Antrobus breached the freezing orders on Inc Travel and Fresh Thinking Group by “knowingly assisting or permitting” the transfers, that Mason breached the freezing order on his shares in Inc Travel, and Antrobus committed contempt by “knowingly assisting or permitting” Mason’s breach.
Mason, who lives in Barcelona, was ordered to surrender his passport until the sentencing hearing.
The main proceedings on Barclay’s claim of unauthorised borrowing are scheduled for January 2025.
Both the main proceedings and the contempt hearing were brought in the Civil Court. However, Justice Rajah noted “civil contempt proceedings are quasi-criminal in nature” and contempt must be proved “to the criminal standard”.
He ruled he was satisfied “beyond reasonable doubt” that Mason and Antrobus had breached the freezing orders.
In a brief statement, Baldwins Travel directors Nick Marks, Chris Hatfield and Dan Shaw said: “We are aware of this Civil Court case. Fortunately, this does not affect the day to day running of Baldwins Travel.
“Since November-December 2023 Jack Mason, Dave Antrobus and/or Scott Dylan are not involved or have any dealings with Baldwins Travel.”