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29-12-2016, 17:08   #1
Forbearance
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Did Ulster Bank actual sell their mortgages to Promontoria ( Aran ) Ltd ?

It appears, with a bit of investigation, that on the 16/12/2014, Ulster Bank Ireland Limited actually assigned all it' rights, title, interest and benefit to a tranche of it's mortgages to Promontoria Holding 128 B.V. and not Promontoria Aran Ltd as alleged by the bank. Is this fraudulent misrepresentation on behalf of Ulster Bank ? Just what is actually going on ?

Last edited by Forbearance; 29-12-2016 at 17:22.
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29-12-2016, 17:34   #2
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http://courts.ie/Judgments.nsf/09859...9?OpenDocument

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27. The factual position in respect of the purported transfer is unclear. According to the evidence on 16th December, 2014 UBIL sold to Promontoria Holding 128 B.V. all its rights, title, interest and benefit in its mortgage over the plaintiff’s lands. The sale was effected by way of a mortgage sale deed. On 12th February, 2015, UBIL together with the other named Ulster Bank entities purported to sell to Promontoria (Aran) Limited the same mortgage which UBIL had already sold to Promontoria Holding 128 B.V. two months earlier. There is reference in the evidence to a deed of novation also dated 12th February, 2015 between unnamed parties which deed may explain how UBIL, having sold its interest in the plaintiff’s mortgage to Promontoria Holding 128 B.V. in December, 2014, was able to sell the same mortgage to Promontoria (Aran) Limited two months later. Without sight of the mortgage sale deed of 16th December, 2014 and the deed of novation of 12th February, 2015 it is not possible to assess the validity of the purported transfer by UBIL and associated entities to Promontoria (Aran) Limited on 12th February, 2015.

28. A further element of confusion and uncertainty arises from the contents of the instrument of appointment of the receiver dated 6th November, 2015. The recital in the deed detailing the basis of the entitlement of Promontoria (Aran) Limited to appoint a receiver (which is clumsily drafted and as a minimum contains an unnecessary and confusing “were” after the words “Security Document” on the third last line) indicates that the alleged right to appoint a receiver derives from a transfer by Promontoria Holding 128 B.V. of its interest to Promontoria (Aran) Limited. It is not at all clear how that transfer arises particularly when the only documents that have been produced to the Court and to the plaintiff suggest that Promontoria (Aran) Limited’s rights (if any) derive from a direct transfer from UBIL and associated Ulster Bank entities, to Promontoria (Aran) Limited.

29. In considering the basis of the purported instrument of appointment, it is interesting to note that the registration of the transfer of the plaintiff’s mortgage in the Registry of Deeds does not refer to a transfer between Promontoria Holding 128 B.V. and Promontoria (Aran) Limited, as does the instrument of appointment of the receiver, but rather to a transfer between UBIL and the other Ulster Bank entities and Promontoria (Aran) Limited. The details of the transfer were registered on 30th November, 2015, some weeks following the execution of the instrument of appointment of the receiver.

30. There may well be a perfectly good explanation for the apparent uncertainty and potential confusion as to the manner in which Promontoria (Aran) Limited acquired its claimed entitlement to appoint a receiver to the plaintiff’s property. If so, that explanation with appropriate supporting documents should be proffered to the plaintiff. It is for Promontoria (Aran) Limited to demonstrate to the plaintiff that it is in fact entitled to appoint a receiver to his property before it can require him to cede possession of his property to its receiver. To date, in the Court’s view, it has not done so. Insofar as reliance appears to be placed on the mortgage sale deed of 16th December, 2014 and a deed of novation of 12th February, 2015, those documents should be disclosed.
Decent summary here:-

http://www.lexology.com/library/deta...6-978e1a470767

Last edited by GM228; 29-12-2016 at 17:40.
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29-12-2016, 19:07   #3
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On top of that there is a charge over shares dated 12th February 2015 between Promontoria Holding 128 B.V. ( the chargor ) and Capita Trust Company Limited ( the security company ) in guess who - Promontoria Aran Limited. The plot thickens, and yes, Capita Trust Company Limited is a subsidiary of Capita Services, the company that is the credit servicing firm for Promontoria Aran.
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29-12-2016, 19:34   #4
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Originally Posted by Forbearance View Post
On top of that there is a charge over shares dated 12th February 2015 between Promontoria Holding 128 B.V. ( the chargor ) and Capita Trust Company Limited ( the security company ) in guess who - Promontoria Aran Limited. The plot thickens, and yes, Capita Trust Company Limited is a subsidiary of Capita Services, the company that is the credit servicing firm for Promontoria Aran.
What plot?
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29-12-2016, 20:48   #5
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The plot by vulture funds to extract monies ( tax free ) from the State by deleveraging distressed Irish property debt by using loan participating notes issued through Dutch owned subsidiaries. It's illegal state aid in tax avoidance, plain and simple. I hope the European Commission investigate. Michael Noonan the patriot !
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29-12-2016, 21:45   #6
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Distressed loans are hardly profit making, in fact, UBDAC will probably be paying more tax with the liabilities off the books. The net benefit being the cost of insuring those liabilities go down. Anyways you wont believe anyone telling you different so why am I typing....
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29-12-2016, 22:01   #7
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Distressed loan are very profitable, especially when buy them at a steep discount. In Ireland, if I acquire an investment property, I have to pay tax on any rents received. I have to pay tax on any capital appreciation, not so if I am a vulture fund. Why on God's earth would a vulture fund buy Irish distressed assets- to make a loss. You need to cop yourself on and look at the reality of the situation. It's win win for the vulture funds. I must add that I am looking at this from the vulture funds perspective and not UBDAC's.

Last edited by Forbearance; 29-12-2016 at 22:08.
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29-12-2016, 22:02   #8
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Sheeple right?

Mod
How does this remark advance the debate?
Pls keep it civil

Last edited by nuac; 14-01-2017 at 12:41.
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29-12-2016, 22:10   #9
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Huh?
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08-01-2017, 23:23   #10
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Where do we see this going?
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10-01-2017, 15:20   #11
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Into a legal quagmire
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10-01-2017, 16:31   #12
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I don't really understand why the deed of 16 December 2014 and 12 February 2015 weren't just disclosed. Laziness?

That sounds like a very normal transaction to me whereby one company who purchased the UBIL debt and then moved it into another related company responsible for enforcement.

Promontoria Holding 128 BV doesn't appear to be an Irish company, so they novated to an Irish company.

I don't see the grand conspiracy - surely they disclose the deed and novation and problem solved?
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10-01-2017, 16:42   #13
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Promontoria 128 b.v are on the Slavenburg register, does that not have any effect?
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14-01-2017, 10:48   #14
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Quote:
Originally Posted by FreudianSlippers View Post
I don't really understand why the deed of 16 December 2014 and 12 February 2015 weren't just disclosed. Laziness?

That sounds like a very normal transaction to me whereby one company who purchased the UBIL debt and then moved it into another related company responsible for enforcement.

Promontoria Holding 128 BV doesn't appear to be an Irish company, so they novated to an Irish company.

I don't see the grand conspiracy - surely they disclose the deed and novation and problem solved?
Problem far from solved. The ultimate owner of these loans is Cerberus Capital Management, they are an American company, based in New York. In the good auld USA, like Ireland, there are tax evasion and tax avoidance rules. However, unlike Ireland, aggressive tax avoidance is classed as a federal crime. Aggressive tax avoidance, includes the setting up of company structures solely set up for the purpose of avoiding paying U.S. taxes.

Now let us look at what happened with the purchase of Ulster bank distressed debt, by a company called Promontoria Holdings b.v. a special purchase vehicle company structure set up by Cerberus. Let us look at the time line of events:

Time – Line of events for Mr English in English V Promontoria Aran Ltd.

8 November 2007 – the borrower, Mr English, entered into a mortgage agreement with Ulster Bank Ireland Limited in respect of unregistered lands in County Tipperary.

August 2008 – March 2011 – Mr English entered into a series of facility agreements with UBIL.

16 December 2014 – UBIL entered into a mortgage sale deed in respect of Mr English’s lands with Promontoria Holding 128 BV (PH). This deed was apparently the subject of a deed of novation on 12 February 2015.

12 February 2015 – UBIL and three related entities executed a global deed of transfer and a deed of conveyance and assignment transferring to PAL all rights, title, interest and benefits in the facility letters and mortgage relating to Mr English.

22 September 2015 and 16 October 2015 – PAL issued letters of demand to Mr English.

6 November 2015 – PAL appointed a receiver over Mr English’s lands.

10 November 2015 – Mr English issued a plenary summons claiming that PAL was not legally entitled to hold itself out as being entitled to UBIL’s interest in the facility letters or the underlying security.

16 November 2015 – PAL provided Mr English with a redacted copy of the global deed of transfer and a redacted copy of the conveyance and assignment. Copies of the mortgage sale deed and deed of novation were not provided.

30 November 2015 – the transfer of mortgage from UBIL to PAL was registered in the Registry of Deeds.

Now back to Promontoria Holding B.V and Promontoria Aran Ltd. Cerberus lent money to Promontoria Holding B.V. who in turn lent this money to Promontoria Aran Ltd ( PAL ) utilising profit participating loan notes. In other words, if PAL make 31% profit in 2016 Promontoria Holding B.v. 128 (PH) will charge them 31% interest on the loan. If in 2017, PAL only make 17% profit, PH will charge them 17% and so forth and so on. So PAL never makes a profit, so it never has any substantial tax liability to the Irish State ( the Irish State has facilitated this with section 110 company structures, Qifs, ICAV's etc )

So now all the lolly is with Promontoria Holding B.V. 128 ( PH ) in Holland. Due to Dutch law, as the profits where made in another E.U. company and all appropriate taxes have been paid ( not ), PH is not liable for Dutch tax ( protected by double tax treaty as well ). What happens to the money now ? Well if it is repatriated to the U.S.A. the monies will be liable for the appropriate US taxes and Cerberus would certainly not want that, seeing that they went to all the bother of setting up these company structures to avoid paying tax in the first place.

So the monies are sent to the Caribbean, to an Island like the Cayman islands, where it sits tax free. If a US investor in Cerberus global wants to extract a million or two ( for living expenses ), the Caribbean company or it's affiliate sends them a preloaded Credit Card to the value of whatever is sought. U.S. treasury are still in the blind and still no US tax has been paid.

Now comes the big question ? Did Cerberus set up these company structures ( PAL, PH, etc ) solely for the purpose to avoid paying US tax ? I will let readers answer this question themselves. Is it a so called sham structure to avoid paying tax ? If PAL show too much of how they set up these company structures to the Irish Courts, U.S. Treasury will be alerted that the structure is indeed a sham structure and has no legitimate commercial reason for existing in this particular configuration. ( save solely to reduce or to eliminate it's tax liabilities )

I have already opened dialogue with the Securities and Exchange Commission about these structures, I will keep readers posted.

Last edited by Forbearance; 15-01-2017 at 21:01.
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14-01-2017, 11:15   #15
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Brilliant good man
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