The Inc & Co contempt case - the director’s cut

The role of the mysterious Rea Barreau from the Seychelles and the legal department no-one could name

Hello Rainmakers,

This week, we’re able to bring you more details from a dramatic case involving an investment business, a private equity disruptor, of which two of its directors have been found to have been in contempt of court, and a third associate has admitted to contempt too.

The Judge produced a 27 page judgement, which covered the breadth of the case, which we summarised the main conclusions of on TheBusinessDesk.com, and described in broad terms how the conclusions were reached.

But for readers of Rainmakers we cover more details of the judgement, in particular the supposed roles of a legal team inside the business, and the existence of a director from the Seychelles by the name of “Rea Barreau”.

Yesterday in the High Court in London, two Manchester-based entrepreneurs behind a complex ‘turnaround investor’ called Inc & Co were found to be in contempt of court by breaching three freezing orders.

Barclays Bank had brought a civil case against Jack Mason and David Antrobus claiming they conspired to move assets offshore in breach of various freezing orders brought against them and their business associate Scott Dylan.

They face a further challenge from Barclays that £13.7m was taken from the bank without authorisation. Both Mason, the chief executive, and Antrobus, the chief technology officer of Inc & Co, claimed the asset transfers were done without their knowledge or consent.

In the Rolls Building at the Royal Courts of Justice Mr Justice Rajah said he found their evidence at different times to be “inherently incredible”, “strained credulity”, and contained “deliberate falsehoods”.

The Judge produced a 27 page judgement, which covered the breadth of the case, which we summarised the main conclusions on TheBusinessDesk.com, and described in broad terms how the conclusions were reached.

But for readers of Rainmakers we cover more details of the judgement, in particular the supposed roles of a legal team inside the business, and the existence of a director from the Seychelles by the name of “Rea Barreau”.

Mr Justice Rajah said he was “satisfied, beyond reasonable doubt, that Mr Antrobus and Mr Mason breached..(various freezing orders) … by knowingly assisting or permitting” transfers of shares.

Barclays’ wider claim is that Dylan, Mason and Antrobus, and others, conspired to take assets to the value of £13.7m, for which they are subject to freezing orders. In defiance of those orders they transferred shares linked to Fresh Thinking Group, an independent capital investment group, now in liquidation, to two new entities set up in the offshore British Virgin Islands. 

MR JUSTICE RAJAH’S BACKGROUND TO THE CASE 

Barclays’ primary case is that this was a joint enterprise by all three respondents - Dylan, Mason, and Antrobus - to move the companies out of the jurisdiction. 

He described how he required Barclays to “prove each of the elements of each charge of contempt against each of Mr Mason and Mr Antrobus to the criminal standard.” 

He described Fresh Thinking Group as “an independent capital investment group which invests in distressed companies and companies looking to grow”. He described how they did this by acquiring them and integrating them as subsidiaries of a holding company called Inc & Co.

Funding was channelled through a wholly owned subsidiary of FTG called FT (Ops) Limited. It was also pointed out that Fresh Thinking Group’s last filed accounts (for the year ending 30 June 2020) disclosed shareholder funds of over £2.7 million, with assets including investments valued at over £3.8 million. 

An illustration of the group structure showed how the parties were interconnected, with Jack Mason owning 50% of Inc & Co, which was incorporated in 2019. 

By March 2022 the whole structure had approximately 60 companies in a complex structure of interconnected companies and shareholdings.