London Bridging Limited (In Administration), Re

This is the hearing of an application filed yesterday by London Bridging Limited (In Administration) and CLYL SV S.à.r.l (acting in respect of its compartment CL-MFS and which I shall describe as the “Issuer”) as applicants, pursuant to s.135 of the Insolvency Act. The Applicants seek the appointment of provisional liquidators of Twinwin Limited (the “Company”). The application was made urgently and without notice to the Company. For reasons set out in a separate judgment given at the beginning of today’s hearing, and delivered orally following the exclusion of members of the press from the hearing, the application was heard in private.

By the time the application came on for hearing, the Applicants had filed a winding-up petition against the company pursuant to s.122(1)(g), seeking a winding-up order on the basis that it is just and equitable that the Company be wound up.

Section 135 of the Act provides that:

“(1)

Subject to the provisions of this section, the court may, at any time after the presentation of a winding-up petition, appoint a liquidator provisionally.

“(2)

In England and Wales, the appointment of a provisional liquidator may be made at any time before the making of a winding-up order; and either the official receiver or any other fit person may be appointed.”

Subsection (3) deals with Scotland. (4) provides:

“(4)

The provisional liquidator shall carry out such functions as the court may confer on him.

“(5)

When a liquidator is provisionally appointed by the court, his powers may be limited by the order appointing him.”

The Court has a wide and unfettered discretion whether or not to appoint a provisional liquidator. The power to make such an appointment has been described as draconian. It involves a serious intrusion into a company’s affairs. If there are other means of obtaining the net effect of the relief sought, they ought to be considered.

When considering such an application, the Court should first determine whether the applicant is likely to obtain a winding-up order on the hearing of the petition.

Rule 7.33 of the Insolvency (England and Wales) Rules 2016 sets out the parties who may apply for such an appointment and the matters that must be addressed in the evidence in support of the application. Rule 7.33(5) provides that:

“If satisfied that sufficient grounds are shown for the appointment the court may appoint a provisional liquidator on such terms as it thinks just.”

The Applicants bring the application as creditors of the Company. The Issuer claims to be a creditor in respect of claims it has against the Company in knowing receipt. LBC asserts claims against the Company on the basis that the Company appears dishonestly to have assisted in procuring a breach of trust on the part of LBL and for dishonestly assisting a Mr Raja in alleged breaches by him of his statutory and fiduciary duties as a director of LBL. LBL relies, in particular, on the duties of a director set out in s.171(b), the duty to exercise powers for a proper purpose.

It is rare for a petition under s.122 of the Act seeking a winding-up order relying only on just and equitable grounds to be brought by a creditor of the relevant company. Such petitions are usually advanced on behalf of the Secretary of State in public interest proceedings. However, the ability of a creditor to bring such a petition was confirmed in Bell Group Finance (Pty) Ltd v Bell Group (UK) Holdings Ltd [1996] BCC 506.

At the conclusion of this morning’s hearing, I was satisfied that the Applicants have a good arguable case that they are indeed creditors of the Company and that they are likely to obtain a winding-up order on the hearing of the petition.

Having satisfied myself as to the Applicants’ standing, at the conclusion of this morning’s hearing and in light of the urgency with which it was brought to court, I determined that this is an appropriate case in which to exercise my wide discretion in favour of appointing provisional liquidators. The primary reason I gave at the time was that I was satisfied on the evidence before me that there is a serious risk of dissipation of the Company’s assets and that there is no other, immediately available, appropriate method to secure those assets. I stated that I had reached this conclusion by reference, inter alia, to evidence that, on 5 January 2026, monies which should properly have been paid to LBL on trust for the Issuer were instead directed to be paid to the Company. This was done, seemingly at the hand of a Mr Paresh Raja, the owner of the Market Financial Services Group against whom there are serious claims of impropriety and in circumstances where he has recently, and it seems unexpectedly, left the country and gone to Dubai. As I shall explain, the circumstances surrounding the diversion of these funds is of considerable concern to the Court.

This judgment now sets out the full background to the application and provides more detailed reasons for my decision to appoint the provisional liquidators. I record first, however, my gratitude to Mr Geldhill KC for his succinct and helpful skeleton argument and his diligent observation of his duty of full and frank disclosure appearing, as he does, on an ex parte application.

The background is set out in Mr Gledhill’s skeleton argument, from which I extract many of the following paragraphs.

This is the latest application to come before the Court concerning Market Financial Solutions Limited (MFS) and its affiliates, whose collapse has attracted significant media coverage, not least because of the companies’ connection to Saifuzzaman Chowdhury. Mr Chowdhury was Minister of Land in Bangladesh for 5 years until January 2024. He is reported to have amassed a substantial UK property portfolio, part of which was frozen in June 2025 in the context of an ongoing civil investigation by the National Crime Agency.

MFS was a bridging financier. In December 2023, it entered into a securitisation transaction enabling it to raise funds from institutional noteholders. In broad terms, the Issuer advanced funds derived from the noteholders to a segregated account of LBL’s, (“the Seller’s Disbursement Account”) in order that LBL could advance, in turn, those monies to bridge finance borrowers. Those borrowers would give LBL security over the relevant properties.

MFS acted as servicer in the structure and was responsible for remitting redemptions and other collections from borrowers into another LBL account (the “Seller’s Collections Account”). The funds in the Seller’s Collections Account should have been cleared daily by transfer to the Issuer. The Issuer would then make repayments to the noteholders. The securitisation documents provided for the Issuer to be the beneficiary of a trust over sums held in both the Seller’s Distribution Account and the Seller’s Collections Account.

Paresh Raja was, at all material times, a director of both MFS and LBL. As such, he will have been aware of those rights. The information currently available to the administrators of LBL suggests that the rights of the Issuer and the noteholders were systematically disregarded, with the consequence that the noteholders are now facing a substantial shortfall on the approximate £400 million which they advanced.

On 25 February 2026, this Court made an administration order against MFS on a creditor’s application. On 2 March 2026, the Issuer successfully obtained an administration order against LBL. A succinct summary of events that resulted in those orders may assist in order to put the application now before the Court in context:

During the course of the hearing before me, I was taken to evidence filed by the Issuer in support of LBL’s administration. It includes serious allegations of misconduct on the part of Mr Raja, LBL, and MFS, including their failure to co-operate with the receivers to any meaningful extent in the provision of information about the portfolio. Of equal, if not greater, relevance to the application before me, the evidence also explained that funds referable to assets in the portfolio appear to have been mingled across the wider MFS Group and that no mortgage redemption amounts had been credited to the Seller’s Collections Account since 30 January 2026. There was also evidence that properties within the mortgage portfolio have apparently, purportedly been secured to multiple parties. The authenticity of the mortgage portfolio was further called into question by noting that several of the corporate borrowers in the portfolio appear to have the same registered office as MFS.

Finally of very significant concern, mortgages within the portfolio to the value of £300 million do not appear to have been registered at the Land Registry. Given that there are approximately 220 mortgages within the portfolio, each with terms of 12 to 18 months, the evidence states – and the Court has some sympathy with that statement– that it is difficult to understand why no funds have been paid into the Seller’s Collections Account in the months preceding the second witness statement in support of the administration application. The Court was and is invited to infer that the redemption proceeds referable to the portfolio may have been improperly paid elsewhere.

Since 26 February 2026, only £10,000 has been paid into the Seller’s Collections Account. The evidence in support of this application, in the form of Mr Pabst’s third witness statement, provides a reason why this might be the case. On 24 February 2026, LBL’s administrators finally obtained details of the title numbers of the properties comprising the portfolio. Their solicitors, Jones Day, then lodged priority searches in respect of each property at the Land Registry. Almost immediately, on 26 February 2026, Jones Day were contacted by a solicitor acting for a potential purchaser of one of the properties. The purchaser’s solicitor then put the Applicants’ solicitors in touch with Mr Stavros Theophilou, a solicitor at Gunnercooke LLP, who had acted for the Company in respect of a July 2025 refinancing of three properties in London. These were described in the evidence before me, and I shall adopt the definition, as the “Twinwin Properties”.

Documents in LBL administrators’ possession ostensibly show LBL as having entered into a loan agreement with the two underlying owners of the Twinwin Properties on 25 July 2025 for a principal amount of £3,386,498 and at an interest rate of 0.7 per cent per calendar month. However, when Mr Theophilou was shown this agreement on 27 February 2026, he stated that he had never seen it before. Having subsequently reviewed it, he advised Jones Day that it “gave rise to serious concerns” on his part having regard to the format of his firm’s logo on the front sheet and the contents of the various execution pages.

The only loan agreement relating to the Twinwin Properties of which Mr Theophilou appears to have been aware prior to 27 February 2026, was a separate agreement dated 24 July 2025 between: the underlying owners; the Company, as primary lender in respect of 95 per cent of the funding; and an introducer in respect of the remainder. That agreement stipulates for a higher interest rate than that ostensibly provided for under the LBL agreement, namely 1.05 per cent per calendar month. It also includes a £67,730 charge payable to an unidentified “introducing intermediary”.

This is supported by LBL’s records, which show an amount of £3,234,106 being paid on 25 July 2025 to the Company, rather than to the underlying owners of the Twinwin properties, as would have been required under the LBL loan agreement. It appears that the Company then on-lent that money to the underlying owners on the terms of the Twinwin loan agreement, debiting the intermediary fee and charging a higher rate of interest. As far as the current evidence shows, the Company’s involvement was not disclosed to LBL.

Mr Theophilou has explained to LBL’s administrators that the Company took a charge from the borrowers and that LBL was intended to have a sub-charge, i.e. a charge of the Company’s rights as primary charge holder. Neither, however, has been registered at the Land Registry.

Of note is the fact that one of the Twinwin properties was subject to a partial redemption on 5 January 2026. On that occasion, £608,786 was paid to the Company. There is no evidence of any of this money being paid to LBL and, as noted, it has not been paid into the Seller’s Collections Account. This is all in disregard of LBL’s entitlement under the terms of its agreements with the Company.

Mr Pabst’s evidence states that Mr Theophilou has told Jones Day that the source of his instructions was Mr Raja and his associate, a Zeeshan Khan, and that there was little distinction in practice between the Company and MFS. This is the case despite Mr Raja not being a de jure director of the Company. Its sole registered director is a Mr Hurhangee. Mr Hurhangee is also the Company’s sole shareholder and a director of no less than 103 other companies, at least the majority of which, according to Mr Pabst’s evidence, have the same registered office address.

Mr Hurhangee was uncontactable for a while, and Gunnercooke said it was unable to obtain instructions. However, I was informed that he had very recently contacted LBL’s administrators. The Applicants did not, however, consider it appropriate to give him notice of this application until learning more about his role, for fear that to do so might effectively amount to tipping off and lead to a dissipation of the assets which should be secured in favour of LBL and the money which they consider should be paid into the Seller’s Collections Account, and which they seek to secure by the appointment of provisional liquidators of the Company.

Returning to the criteria to be satisfied before the Court will make an order appointing provisional liquidators, I can now perhaps explain more clearly why I am satisfied that the Applicants have a good arguable case that they are creditors with standing to make the application. The Court was taken to a declaration of trust entered into between the Issuer, LBL as seller, and TMF Trustee Ltd as security trustee. The recitals explain, at para.B:

“The Seller wishes to establish the trusts declared in this Deed in respect of the Seller’s Disbursement Account and of The Seller’s Collection Account which relate to the mortgage loans in the Portfolio.”

At cl.4 of that document LBL acknowledges:

“… declares, agrees and gives notice that it shall hold, as trustee, with effect from the date of this Deed and in accordance with the terms of this Deed, all of the Issuer Trust Property upon bare trust for the benefit of the Issuer absolutely.”

“Issuer trust property” is defined as:

“… all of the Seller’s rights, title, interest and benefit, present and future, in and to the Seller’s Collections Account and the Seller’s Disbursement Account and the amounts from time to time standing to the credit of the Seller’s Collections Account and the Seller’s Disbursement Account and: (i) in relation to the Seller’s Collections Account, to the extent that such amounts represent Mortgage Loan Collections received by the Seller into the Seller’s Collections Account derived or resulting from the Mortgage Loans in the Portfolio or their related Collateral Security and Related Rights and (ii) in relation to the Seller’s Disbursement Account, all amounts.”

The execution clause in the declaration of trust over the Seller’s Collections Account and Seller’s Disbursement Account was signed on behalf of LBL in the presence of a witness. During the course of the hearing, the Applicant confirmed to the Court that the signature accords with that of Mr Raja as held on various documents at Companies House. I am satisfied that Mr Raja therefore had notice of the trust when, on behalf of the Company, he purportedly signed documentation with entirely contrary provisions in respect of the Twinwin Properties. This gives rise to a good arguable claim on the part of the Issuer in knowing receipt against the Company. Whilst the Issuer may also have proprietary claims in respect to the security which it holds, that does not affect its right to pursue a personal claim against the Company. The summary of case law on this point is set out in McPherson & Keay’s Law of Company Liquidation, 5th Ed., at para.3-013.

On the evidence before me, the Issuer and LBL both have a good arguable case that they have personal claims against the Company for dishonestly assisting: (1) LBL’s breach of trust by applying the money from the Seller’s Disbursement Account and paying it to the Company rather than directly to the end borrower; and (2) for dishonestly assisting Mr Raja in breaching the duties he owed as a director of LBL by using his powers for an improper purpose, which itself is a breach of his duty to promote the success of LBL.

I turn, then, to the question of whether the Applicants’ petition for a winding-up order is likely to succeed. These are my reasons for having determined that this test is also met:

These worrying and as-yet unexplained circumstances are more than adequate to satisfy me that there is an urgent need to appoint independent insolvency practitioners, as provisional liquidators of the Company before any further mortgages are redeemed or any other assets in which the Applicants’ claim to have an interest may be diverted and/or dissipated. The provisional liquidators’ powers are limited to those which are set out in the order appointment them. They will be able to investigate the circumstances surrounding the Company’s involvement in the Applicants’ affairs and ensure that the interests of the Company’s creditors can be safeguarded.

The order appointing the provisional liquidators shall, in the usual way, give liberty to apply and provide for a return date when the Company will have an opportunity to address the Court. In the meantime, the Issuer has volunteered a cross-undertaking in damages, which, with the provision of some further information which I have said I shall require to be exhibited to a further witness statement, I consider to be acceptable.

It is believed that at least £50 million of secured assets should still be available to the Issuer from the mortgage portfolio, protected by registered charges. Subject to the confirmation received from those who have prior interests in the waterfall of payments, and which are to be set out in the further evidence I have described, I am satisfied that those assets should be available and sufficient to meet any claim made in respect of the cross-undertaking in damages.

This concludes my summary of the reasons for making an order earlier today appointing provisional liquidators of the Company.