Wine Investment Fund To Be Wound Up

March 7, 2023

The Bermuda Monetary Authority [BMA] has successfully petitioned the Supreme Court of Bermuda to wind up The Wine Investment Fund Limited [Fund] pursuant to Section 36[1][b] of the Investment Funds Act 2006 [IF Act] and the Companies Act 1981.

A spokesperson said, “The Fund was authorised as a Standard Fund on 2 June 2008 by the Authority. On 31 January 2023, the Authority made an application to the Supreme Court of Bermuda seeking the appointment of joint provisional liquidators [JPLs] to the Fund.

“By Order of the Supreme Court dated 9 February 2023, Michael Morrison and Charles Thresh of Teneo [Bermuda] Limited, 19 Par-la-Ville Road, 3rd Floor, Hamilton, HM 11, Bermuda, were appointed as the JPLs of the Fund with immediate effect. A winding-up petition was presented by the Authority and thereafter heard by the Supreme Court on 3 March 2023, wherein a winding-up order of the Fund was issued and the JPLs appointment was continued.

“The director of the Fund, at all material times, was Mr. Rodney Birrell [Birrell]. The fund adviser was Anpero Capital Management [ACL], a related company operating out of the United Kingdom [UK], the directors of which are Birrell and Mr. Andrew della Casa [della Casa]. Birrell and della Casa are located in the UK.

The Authority deemed it appropriate to petition the Supreme Court to wind up the Fund for several breaches of the IF Act and related rules:

  • [i] Section 14[1][a] – the Fund failed to prepare and file audited financial statements within six [6] months of its year-ends for the fiscal years ending 31 December 2016 – 2022;
  • [ii] Section 14[1][c] – the Fund failed to appoint a custodian that was independent of its other service providers to safeguard its unallocated cash as directed by the Authority;
  • [iii] Section 4A[2] and paragraph 2 of the Minimum Criteria for Licensing as contained in the Schedule – the Fund failed to conduct its business in a prudent manner resulting in the assets of the Fund becoming impaired. In this regard, the Fund through ACL, made a loan to a related party, Lilliput Holdings Limited, a company incorporated in Bermuda. Loans were not permissible under the offering documents and, as at the date of the presentation of the Authority’s petition, had not been repaid in full; and
  • [iv] Sections 4 and 8 of the Investment Fund Offering Document Rules 2019 -the Fund failed to update the Offering Document as instructed by the Authority to include language that expressly prohibited loans to affiliates. Additionally, the Fund failed to update the Offering Document to reflect various other material changes [i.e. replacement of administrators and fund managers and the resignation of former directors].

“The Authority viewed the above breaches as serious because of their extent and duration, and no longer had confidence in the Fund’s ability to manage its affairs. The Authority’s actions highlight the importance of its role in protecting the reputation of the jurisdiction and the interests of investors.”

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