Langbar International
Encyclopedia
Langbar International is a limited company
Limited company
A limited company is a company in which the liability of the members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. And the former of these, a limited company limited by shares, may be...

 that was listed on the Alternative Investment Market
Alternative Investment Market
AIM is a sub-market of the London Stock Exchange, allowing smaller companies to float shares with a more flexible regulatory system than is applicable to the main market....

 of the London Stock Exchange
London Stock Exchange
The London Stock Exchange is a stock exchange located in the City of London within the United Kingdom. , the Exchange had a market capitalisation of US$3.7495 trillion, making it the fourth-largest stock exchange in the world by this measurement...

 as Crown Corporation Limited in 2003 and was the biggest share
Share
Share may refer to:to some dume life* To share a resource is to make joint use of it; see sharing.* Share , a man who writes Urdu poetry* Share , a stock or other security such as a mutual fund...

 fraud
Fraud
In criminal law, a fraud is an intentional deception made for personal gain or to damage another individual; the related adjective is fraudulent. The specific legal definition varies by legal jurisdiction. Fraud is a crime, and also a civil law violation...

 on the Exchange to date. It was investigated by the Serious Fraud Office
Serious Fraud Office (UK)
The Serious Fraud Office is an independent UK Government department that investigates and prosecutes serious or complex fraud and corruption...

, the City of London Police
City of London Police
The City of London Police is the territorial police force responsible for law enforcement within the City of London, England, including the Middle and Inner Temple. The service responsible for law enforcement within the rest of Greater London is the Metropolitan Police Service, a separate...

, the Accountancy Investigation and Disciplinary Board and the subject of many civil legal actions in the High Court
High Court of Justice
The High Court of Justice is, together with the Court of Appeal and the Crown Court, one of the Senior Courts of England and Wales...

.

Crown Corporation, which changed its name to Langbar International Limited in 2005, was a pump and dump fraud, in that the company did not possess the assets that it declared at listing.

Formation and listing on AIM

The Company was established by Mr Mariusz Rybak in Bermuda
Bermuda
Bermuda is a British overseas territory in the North Atlantic Ocean. Located off the east coast of the United States, its nearest landmass is Cape Hatteras, North Carolina, about to the west-northwest. It is about south of Halifax, Nova Scotia, Canada, and northeast of Miami, Florida...

 on 4 June 2003 under the name of Crown Corporation Limited. Mr Jean-Pierre Regli, Mr Wolfgang Menzel, and Mr Rybak were each appointed as a director of the Company on 6 August 2003. Mr Menzel resigned as a director on 18 December 2003. Mr Friedrich Kramer was appointed as a non-executive director in October 2003 (and resigned on 6 June 2005). Some controversy exists as to the circumstances of Mr Menzel’s resignation.

The Company was listed on the Alternative Investment Market
Alternative Investment Market
AIM is a sub-market of the London Stock Exchange, allowing smaller companies to float shares with a more flexible regulatory system than is applicable to the main market....

 (AIM) in London on 31 October 2003. The main subscribers for Common Shares in the Company on its floatation were a German company Allgemeine Vermogensverwaltung Frankfurt AG and a Delaware incorporated company, Lambert Financial Investments Limited. Abraham ‘‘Avi’’ Arad Hochman was the principal director of Lambert. Lambert did not pay for its Common Shares with cash, but instead provided an ‘‘international certificate of deposit
Certificate of deposit
A certificate of Deposit is a time deposit, a financial product commonly offered to consumers in the United States by banks, thrift institutions, and credit unions....

’’ purportedly issued by Banco do Brasil
Banco do Brasil
Banco do Brasil S.A. is the largest Brazilian and Latin American bank by assets, and the third by market value. The bank, headquartered in Brasília, was founded in 1808 and is the oldest active bank in Brazil — and one of the oldest financial institutions in the world.Banco do Brasil is controlled...

 certifying that US$275,000,000 had been deposited at the bank payable to the order of the Company (the ‘‘2003 CD’’). Common Shares were also held by the other persons named below and in particular by Mr Rybak and a company admitted by Mr Rybak to be controlled by him, namely CMC Crown Management Corporation Limited (‘‘CMC’’). Following the admission onto AIM (and taking account of the subscription agreements entered into with AVF and Lambert), the total number of issued Common Shares in the Company was 70,000,000.

The Company’s AIM admission document stated that the Company intended to establish itself as a diversified holding company providing management and other services to companies in which it would hold substantial interests. The Company’s primary objective was said to be to create value for its shareholders by making investments in publicly traded companies in which, via its directors, managers and external advisers it could assume an active role and have significant influence over the management and direction. The Company has now stated that it believes these statements to be inaccurate. A copy of the Company’s AIM admission document is on the Company’s website:

In November and December 2003, the Company announced that it had exchanged contracts with various Argentinian entities in respect of the installation of waste management, water treatment infrastructure and security products and services. The benefit of these contracts was subsequently assigned to Lambert in May 2004 in exchange for a promissory note in the sum of US$350,000,000 payable on 31 May 2005 or earlier on demand. On 1 June 2005, the Company announced that Lambert had met its obligations to the Company pursuant to the promissory note by way of issue of a further certificate of deposit
Certificate of deposit
A certificate of Deposit is a time deposit, a financial product commonly offered to consumers in the United States by banks, thrift institutions, and credit unions....

 issued by Banco do Brasil
Banco do Brasil
Banco do Brasil S.A. is the largest Brazilian and Latin American bank by assets, and the third by market value. The bank, headquartered in Brasília, was founded in 1808 and is the oldest active bank in Brazil — and one of the oldest financial institutions in the world.Banco do Brasil is controlled...

 in favour of the Company. This further certificate (the ‘‘2005 CD’’) was stated to be for the sum of US$367,500,000 and was purported to mature on 13 December 2009. Since the 2005 CD is known to be false, Lambert remains liable for the outstanding monies owed under the promissory note
Promissory note
A promissory note is a negotiable instrument, wherein one party makes an unconditional promise in writing to pay a determinate sum of money to the other , either at a fixed or determinable future time or on demand of the payee, under specific terms.Referred to as a note payable in accounting, or...

. Save for these purported contracts, the Company appears to have been involved in a series of abortive transactions throughout its history, none of which appear to have resulted in any substantial purchase or investment by the Company.

Events leading up to suspension

On 6 June 2005, Mr Rybak resigned as a director of the Company and Mr Stuart Pearson was appointed as Chief Executive of the Company. Mr Philip Wood was appointed as a non-executive director of the Company on 13 June 2005. In July 2005, Mr Pearson, Mr Wood and Mr Hochman travelled to Brazil in order to investigate the status of assets of the Company which were believed at that time to be held by Banco do Brasil, and to discuss the possibility of transferring these assets outside of Brazil. Subsequent to that trip, the Company announced on 19 July 2005 that it had received confirmation from Banco do Brasil as to the Company’s ownership of dollar term deposits in the total sum of US$659,600,000.

On 16 December 2004, the Company approved a transaction whereby it would contribute the 2003 CD to Crown Pharmaceuticals Ltd (‘‘Pharma’’), a wholly owned subsidiary of the Company, and would thereafter distribute its shares in Pharma to its shareholders as a dividend in specie so that each shareholder would receive one Pharma share for each Common Share and, under Bye-law 12.3.3 of the Company’s Bye-laws, CMC would receive the same number of shares as the total number received by the holders of the Common Shares. This transaction was subsequently unwound and, on 6 June 2005, the Company repurchased the 2003 CD from Pharma in consideration for the issue to Pharma of 71,000,000 Common Shares. These shares were allotted to Pharma on 25 July 2005 and thereafter distributed pro rata to its own shareholders. As a result of this transaction, Mr Rybak and/or CMC are believed to have received a tranche of approximately 40 million Common Shares. This is in addition to the further total of 25,127,525 Common Shares issued to Mr Rybak/CMC during 2005 by way of purported satisfaction of unpaid debts and dividends.

On 18 August 2005, the Company announced that its brokers, Arden Partners Limited, had placed 9,100,000 new Common Shares of 0.001 Euros each in the capital of the Company and placed a further 9,100,000 existing Common Shares on behalf of Lambert.

On or about 31 August 2005, Mr Hochman informed Mr Pearson that ABN AMRO
ABN AMRO
ABN AMRO Bank N.V. is a Dutch state-owned bank with headquarters in Amsterdam. It was re-established, in its current form, in 2009 following the acquisition and break up of ABN AMRO Group by a banking consortium consisting of Royal Bank of Scotland Group, Santander and Fortis...

 Bank in the Netherlands had agreed to a transfer of the 2003 CD from Banco do Brasil and, on 1 September 2005, Mr Pearson received a copy of a certificate of deposit purportedly issued by ABN AMRO dated 30 August 2005 in the sum of US$294,000,000. The Company subsequently made an announcement to this effect on 6 September 2005.

However, on 11 October 2005, and as a result of a request made by Mr Pearson to verify the ABN AMRO CD, Arden reported to the Company that ABN AMRO had confirmed that it did not recognise the ABN AMRO CD, that the Company did not have an account with ABN AMRO and that ABN AMRO no longer issued paper certificates of deposit. On 12 October 2005, trading in the Securities in the Company on AIM was suspended.

It appears that before June 2005, there had been relatively little trading on AIM in the Securities of the Company. Between June and October 2005, a number of private and institutional investors acquired shares. The Company understands that Mr Rybak/CMC and Lambert sold in excess of 45 million Common Shares during this period.

Events post suspension

On 25 November 2005, the Company announced that, following the suspension of trading in the Company’s Securities, Kroll
Kroll Inc.
Kroll is a risk consultancy firm based in Midtown Manhattan, New York City. and established in 1972.- History:Kroll was founded in 1972 by Jules B. Kroll as a consultant to corporate purchasing departments...

 Associates UK Limited (‘‘Kroll’’) had been appointed by the Company to undertake verification of the Company’s cash deposits with Banco do Brasil and ABN AMRO. The Company also announced that, following its initial investigations, Kroll had reported to the Company that it appeared likely that the Company had been subject to a serious fraud affecting the cash deposits. The announcement stated that Kroll had not been able to establish the existence of, nor verify the Company’s entitlement to, any such cash deposits at any time in the Company’s history.

On 29 November 2005, the Serious Fraud Office
Serious Fraud Office
The Serious Fraud Office may refer to:*Serious Fraud Office *Serious Fraud Office...

 announced that following a preliminary assessment of information referred by the City of London Police
City of London Police
The City of London Police is the territorial police force responsible for law enforcement within the City of London, England, including the Middle and Inner Temple. The service responsible for law enforcement within the rest of Greater London is the Metropolitan Police Service, a separate...

, authorised the commencement of an investigation in relation to Langbar International Limited.

On 16 December 2005, David Buchler was appointed as Executive Chairman of the Company and Christopher Wallis was appointed as Finance Director of the Company. On the same date, Mr Wood and Mr Regli resigned as Directors. On 10 February 2006, Mr Pearson resigned as a Director.

On their appointment, Mr Buchler and Mr Wallis commenced a detailed investigation into the Company and the frauds that appeared to have been committed on the Company and the Scheme Creditors.

On 14 February 2006, an informal meeting of the Company’s shareholders took place. At this meeting Mr Buchler and the Company’s legal advisers (Sion Richards of the law firm Jones Day and Robin Spencer of the law firm Lovells) addressed the meeting. It was explained that the investigations into the frauds were continuing and that the Company would pursue claims against appropriate individuals and companies in order to make recoveries for the benefit of the Company and its shareholders.

On 4 April 2006, the Rt Hon Sir Jeremy Hanley
Jeremy Hanley
Sir Jeremy James Hanley, KCMG , is a politician and chartered accountant from the United Kingdom. He served as the Chairman of the Conservative Party from 1994-95, and as a Member of Parliament representing the constituency of Richmond and Barnes from 1983-97.Hanley was educated at Rugby School,...

 KCMG, Chartered Accountant, was appointed as an independent non-executive director of the Company and on 11 May 2006 appointed deputy chairman of the Company.

On 12 April 2006, the Company’s AIM listing was automatically cancelled (pursuant to AIM Rule 41 which provides for the cancellation of a company’s listing six months after trading in its securities has been suspended). Since that date, further announcements regarding the Company have been made on the Company’s website (see Website References below). The website also includes further information on the professional qualifications and experience of Mr Buchler, Mr Wallis and Mr Hanley and the statements made at the informal shareholders meeting on 14 February.

Langbar International v Mariusz Rybak and Others

On 28 February 2006, the Company issued claims in the High Court
High Court of Justice
The High Court of Justice is, together with the Court of Appeal and the Crown Court, one of the Senior Courts of England and Wales...

 against certain persons and companies who it believed were primarily responsible for the fraud that had been committed. These were Mr Rybak, Mr Regli, Mr Hochman, Lambert, and CMC. The claim was extended to include Mr Rybak’s wife, Izabela Rybak, and a company incorporated in Monaco, SCI Atol (a company allegedly owned and controlled by Mrs Rybak and her daughter), as defendants.

The Named Persons include not only Lambert but also two other entities, incorporated in Delaware and England, respectively, with an almost identical name (Lambert Financial Investment Limited). Following discussions with Mr Hochman, the Company had reason to believe that a substantial number of Securities originally held by Lambert were transferred to or through these other entities in connection with a proposed transaction in which the Securities would be used as security for the provision of a loan.

In the case of the three individual defendants, the proceedings include claims for damages for deceit and conspiracy to defraud and, in so far as the two former Directors are concerned, claims for damages for breach of their fiduciary duties owed to the Company. The proceedings also include claims for a constructive trust over the proceeds received by Mr Rybak and Lambert resulting from the sale of Securities in the Company, together with a claim against Lambert for payment of US$350 million due under the terms of a promissory note dated 31 May 2004.

A worldwide asset freezing injunction
Injunction
An injunction is an equitable remedy in the form of a court order that requires a party to do or refrain from doing certain acts. A party that fails to comply with an injunction faces criminal or civil penalties and may have to pay damages or accept sanctions...

 was made by the English High Court on 24 February 2006 and served upon the defendants during the week commencing 7 March 2006. There were various amendments made to the freezing injunction including those made on 3 April 2006 whereby the level of the worldwide asset freezing injunction was increased, in so far as it related to Mr Rybak, from 29 million Euros to 49.5 million Euros. A separate claim was issued on 12 April 2006 against Mr Rybak and Mrs Rybak in the High Court of the Republic of Singapore and an injunction was granted on 13 April 2006 freezing assets within that jurisdiction.

The Company has also made a criminal complaint against certain of the Named Persons in Switzerland, and it is understood that an order freezing certain assets and requiring the disclosure of relevant documentation has been made as a result. The complaint is currently being handled by an investigating magistrate and the Company will be providing assistance to the magistrate in respect of those investigations.

On 14 June 2006, Mr Regli was sentenced to 6 months in prison by the Hon. Mr Justice Kitchen, for failing to comply with each of his obligations under the freezing order/injunction dated 24 February 2006.

On 1 December 2006, Mr Hochman was sentenced twice to 6 months in prison by the Hon. Mr Justice Blackburne for both contempt of court, failing to comply with the disclosure requirements of a court order made in March 2006 and also for the wilful defiance of the worldwide freezing order/injunction on the assets of Lambert Financial Investments and IMI, of whom Mr Hochman is a director, when Mr Hochman moved two sets of 3 million Euros (6 million total) whilst the injunction/Mareva was already in place.

On 19 October 2007, Nabarro Wells, Langbar's Nominated Advisor at listing, was fined £250,000 by the London Stock Exchange
London Stock Exchange
The London Stock Exchange is a stock exchange located in the City of London within the United Kingdom. , the Exchange had a market capitalisation of US$3.7495 trillion, making it the fourth-largest stock exchange in the world by this measurement...

 and publicly censured for breaching the rules of the AIM.

On 12 November 2007, the proceedings of Langbar International Limited v Mariusz Rybak and others was opened by the Hon. Mr Justice Blackburne in Court 56 of the Chancery Division of the High Court. After 56 days of trial, a settlement was agreed under which the Rybak Defendants agreed to pay to the Company a sum amounting to about £30 million in settlement of the Companyʼs claims.

Arrest and Conviction of Stuart Pearson

Stuart Pearson was arrested and pleaded not guilty to 13 counts of making misleading statements to the financial markets between June and October 2005 while he was CEO of Langbar International Ltd. He was convicted and sentenced to a year in jail. The Serious Fraud Office
Serious Fraud Office (UK)
The Serious Fraud Office is an independent UK Government department that investigates and prosecutes serious or complex fraud and corruption...

now regard the case as closed. However, the fraudsters that originated the crime remain free even though their location is known.

External links

The source of this article is wikipedia, the free encyclopedia.  The text of this article is licensed under the GFDL.
 
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