S ECI 2021 01835 - IPO Wealth Holdings No 3 Pty Ltd (in liquidation) & Ors v Mayfair 101 Ltd & Ors

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Commenced

2 June 2021, Supreme Court of Victoria

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Judge

The Honourable Justice Attiwill

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Relief sought

• Freezing of Accloud share sale proceeds

• Declaration that the second defendant holds the Shares (or any sale proceeds thereof) on constructive or alternatively resulting trust for the first defendant.

• A order that the first defendant pay to the first plaintiff the sum of $3,266,204.13 or $2,889,502.

• Declaration that the share sale agreement was an insolvent transaction

• Declaration that the share sale agreement was an unreasonable director-related transaction

• Declaration that the share sale agreement is a voidable transaction

• Declaration of breach of fiduciary duties

• Declarations of breach of various director duties

• Compensation and costs

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Mayfair 101 is defending the proceeding in full.

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Timeline

• May 2021 - 101 Investments Ltd sells a portion of its Accloud shareholding to fund legal and operating expenses.

• 2 June 2021 - Liquidators make ex parte application to obtain freezing orders over Accloud share sale proceeds. Application granted.

• 4 June 2021 - Mayfair 101 makes interlocutory application to set aside the orders.  Application rejected.

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Court Documents

• Orders - 2 June 2021

• Orders - 21 June 2021

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Mayfair 101 Documents

• Accloud Convertible Note Agreement

• Financial Accounts (unaudited) - Mayfair 101 Ltd, 30 June 2020​

• Facility Agreement - Mayfair 101 Ltd and 101 Investments Ltd

• Accloud Confirmation Statement - Accloud's share register as at 15 March 2021. 101 Investments Ltd holds 3,048,000 shares.

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Latest updates

Update to Investors

The Mayfair 101 Group of companies reminds investors prior to investing in the products offered by the Mayfair 101 Group that:

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1. Mayfair 101 is not a bank, and nor are any of the companies in the Mayfair 101 Group. Therefore, the Mayfair 101 Group is not regulated by the Australian Prudential Regulation Authority (APRA) and investment in its products is not covered by the Australian Government’s Financial Claims Scheme (colloquially known as the ‘Government Bank Guarantee’ which covers deposits up to A$250,000 per depositor, per bank).
    

2. As with all investment products, there are risks in investing in the Mayfair 101 Group’s products.
    

3. Investing in the products offered by the Mayfair 101 Group is not the same as depositing money in a term deposit offered by a bank. Investing in Mayfair 101 Group products has a higher level of risk compared to investing in a bank term deposit.
    

4. In certain circumstances, the Mayfair 101 Group can exercise the right to suspend some or all redemptions at the end of the fixed term. The Mayfair 101 Group exercised this right on 11 March 2020. As such, all redemptions are currently suspended until such time as management agrees to lift the suspension and process redemptions. Your investment in the products offered by the Mayfair 101 Group may also be subject to suspension of some or all redemptions at the end of the fixed term. This is a risk that you should take into account