APL Holdco Ltd v Apple Properties Ltd (incorporated in the Isle of Man)

Hearing dates: 3 and 4 June 2026

Mr Philip Rainey KC:

Introduction

Apple Properties Limited (“the Company” or “ Apple” or “ APL”) was incorporated in the Isle of Man (company number 07842C) on 4 August 1995. It acquired over the years a portfolio of some 11 properties in London which are rented out (“the Properties”). By a contributory's petition presented to this court on 14 July 2025 (the “ Petition”), APL Holdco Limited (“Holdco”) seeks an order for the winding up of the Company by this court as an unregistered company on just and equitable grounds under s.221(5)(c) of the Insolvency Act 1986.

It is regrettably somewhat emblematic of this matter that the evidence as to the basis on which Holdco holds one of the two issued shares in the Company was unsatisfactory; for the purposes of introduction it suffices to say that in nontechnical terms Holdco is controlled by a Mr Habib Bush (“ Habib”). The other share in the Company is held by an Isle of Man company, Lake Limited (“ Lake”), as nominee for Mr Shafe Buksh (“ Shafe”). Despite the difference in the spelling of their surname, they are brothers. Various other members of their families play roles in this saga, most notably in the context of the present Petition, one of Habib's sons, Omar Bush (“ Omar”). With the agreement of the parties and without discourtesy I shall refer to Habib, Omar, Shafe and other family members by their first names in this judgment.

This is the third set of proceedings concerning the Company or its assets. It was previously Habib's position that Shafe had no interest in the Company, whether through Lake or at all. That was a central issue in a claim brought on 10 December 2020 by Shafe against Habib, Omar, Harbour Ltd (previous holder of the share now held by Holdco), Lake Ltd and the Company. This claim was brought in the High Court of the Isle of Man, Civil Division, claim number ORD 21/0010 (“the IOM Claim”). Shafe, Habib, Omar, and a number of other members of their families gave evidence at a 5 day trial in February 2024. In a judgment handed down on 29 May 2024 (“the IOM Judgment”), His Honour Acting Deemster Gough gave judgment in favour of Shafe and declared that the share in the Company owned by Lake was held on trust for Shafe. The judgment of the Deemster is unstinting in its criticism of Habib and Omar and other members of Habib's side of the family. In short, Deemster Gough concluded (paragraph [277]) that the defence of Habib and Omar, and their denial that Shafe (through Lake) had any beneficial interest in the Company was:

“…totally manufactured by Habib and supported by his two sons Adam and Omar with untrue evidence…”

and the Deemster stated that he would be referring the IOM Judgment to HM Attorney General.

I shall return to the IOM Judgment in more detail later but in broad terms the result of the IOM Judgment and the order made by Deemster Gough on the same date (“ the IOM Order”) was a that there are two duly appointed directors of the Company, namely Shafe and Omar, and two shareholders holding one share each: Lake Ltd holding on trust for Shafe and Harbour Ltd (who's share has since been transferred to Holdco) holding on trust for Habib. Injunctive relief was also granted in the IOM Order against Habib and Omar. A subsequent order dated 3 July 2024 (“ the IOM Costs Order”) included an order that Habib and Omar pay £250,000 on account of Shafe's costs on the indemnity basis, a judgment which remains entirely unsatisfied.

It is against that background that Holdco brings this Petition in the jurisdiction of England & Wales and seeks to rely on the just and equitable ground for winding up. It relies upon a breakdown of a relationship of mutual trust and confidence between Habib and Shafe and also functional deadlock.

At the trial, Mr Karl Anderson appeared for Holdco and Mr Mark Hubbard for Lake. In substance, Mr Anderson was representing Habib and Mr Hubbard was representing Shafe, and at points in this judgment I may refer to them as doing so; in expressing passages in this judgment in this way I do not lose sight of who the actual parties are. I am grateful to them both for their written and oral submissions.

Grounds for the Petition, grounds of opposition and procedural history

Holdco contends that it is just and equitable for the Company to be wound up by the High Court in this jurisdiction for the following reasons set out in the Petition:

“7. Since the handing down of the IOM Judgment (at the latest) Shafe has refused to discuss the affairs of the Company with Omar and/or Habib who have reached out repeatedly with a view to discussing the future conduct of the affairs of the Company and its voluntary liquidation in circumstances where no decisions can be taken in the absence of a voting majority;

7.1 No board or shareholder meetings have been held since (at least) 29 May 2024;

7.2 The Company's only bank account was frozen in August 2024 and remains frozen, with the result that the Company is unable to access or spend any funds and cannot conduct the business of collecting rental proceeds from the Properties;

8. By reason of the matters above it is impossible for the Company to conduct business or take any decisions at all because the relationship between Lake and Shafe on the one hand and [Holdco], Habib and Omar on the other has irretrievably broken down as a result of which there is a functional deadlock in the management of the Company;

9. The Company currently holds a substantial property portfolio of 11 properties each located in London, whose combined value is over £4 million. The liquidation of the Company would therefore result in a substantial surplus being distributed to [Holdco] and to Lake, and as such [Holdco] has a tangible interest in the winding-up of the Company”

The Petition addresses the issue of winding up an Isle of Man company separately, contending that in the circumstances (including the domicile of Shafe and Omar and the exclusively English portfolio of Properties):

“10.1. There is a sufficiently close connection between the Company and England and Wales;

10.2. There is (at a minimum) a reasonable possibility of benefit accruing to the Company's creditors from the making of a winding up order; and

10.3. The Court is able to exercise jurisdiction over (at least) one person interested in the distribution of the Company's assets (including [Holdco] and the Company's ultimate beneficial owners, Habib and Shafe, who are both domiciled in England).”

As I have said, the Petition was presented on 14 July 2025. It was supported by a short formal witness statement of Mr Rory Partridge, an associate at Charles Russell Speechlys, who act for Holdco. The Petition was endorsed with a first hearing date of 18 August 2025.

Lake served notice on 13 August 2025 that it intended to oppose the Petition. Lake's case, as set out in a letter in response to service of the Petition from Ronald Fletcher Baker, Solicitors for Lake and Shafe, also dated 13 August 2025 and in Shafe's witness statement dated 8 April 2026, can be summarised under a number of headings:

(1) Deadlock or breakdown in trust and confidence was the fault of Habib, to be attributed to Holdco;

(2) Shafe had been put in a position where he could not discharge his duties as director by the actions of Habib and Omar in withholding information and their breach of injunctions granted in the IOM Order;

(3) Relief should be denied for lack of clean hands;

(4) The Petition was brought for improper collateral purposes:

(a) To put further financial pressure on Shafe while Habib and Omar starve him of funds by not discharging the IOM Costs Order

(b) Liquidation to realise Company assets to be used to discharge costs orders made against Habib and Omar personally instead of discharging them through other means;

(c) Liquidation to put assets beyond reach and/or stifle attempts to recover assets (rental income and moneys dissipated from the Company's bank account) extinguish or materially prejudice claims which Shafe intends, such as derivative actions or an unfair prejudice petition in the Isle of Man.

To that list may be added a contention that Holdco had unreasonably failed to pursue alternative remedies.

At the first hearing date Chief ICC Judge Briggs gave a simple and swift set of directions permitting service out of the jurisdiction, for witness statements on behalf of Lake in response by 22 September 2025 and witness statements in reply by 13 October 2025, and for skeleton arguments etc. with a trial date on the first open date after 13 October 2025, time estimate 2 days with half a day's pre-reading. Witnesses were required to attend for cross examination.

In the event, a listing order made on 26 August 2025 listed the trial for 2–3 June 2026 (later moved by a day to 3–4 June 2026). There was then a series of orders staying the Petition for settlement and extending time for witness statements, ultimately to 9 April 2026 for evidence in response and 30 April 2026 for evidence in reply. Neither party however sought any substantive variation to the directions, with consequences which have made my task of adjudicating upon the Petition more difficult than it might otherwise have been:

(1) There are no points of claim or defence, so that...