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Applicant

G A Popescu

1st Witness Statement

6 February 2015

Exhibit “GAP1”

IN THE HIGH COURT OF JUSTICE No. of 2015

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF BOSTON PRIME LIMITED

AND

IN THE MATTER OF THE INVESTMENT BANK SPECIAL ADMINISTRATION REGULATIONS 2011

WITNESS STATEMENT OF

GEORGE ALEX POPESCU

I, George Alex Popescu, of Boston Prime Limited, Citypoint Suite 1248, 1 Ropemaker Street, London

EC2Y 9HT WILL SAY:

1. I am the sole director of Boston Prime Limited (company no. 07435569) (the “Company”).

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2. In my capacity as the Company’s only director, I make this witness statement in support of an

application for a special administration order in respect of the Company.

3. The facts and matters set out in this statement are within my own knowledge, unless

otherwise stated, and I believe them to be true. Where I refer to information supplied by

others, I identify the source of that information. Facts and matters derived from other sources

are true to the best of my knowledge and belief.

4. There is now produced and shown to me a paginated bundle of true copy documents marked

“GAP1”. All references to documents in this statement are to Exhibit GAP1 unless otherwise

stated.

The Company and related entities

5. The Company provided foreign exchange brokerage services for professional (as opposed to

retail) clients (as explained below, it has now ceased to trade). It is regulated by the Financial

Conduct Authority (“FCA”) to perform the following functions:

a) agreeing to carry on a regulated activity;

b) arranging (bringing about) deals in investments;

c) arranging safeguarding and administration of assets;

d) dealing in investments as agent;

e) dealing in investments as principal; and

f) making arrangements with a view to transactions in investments.

6. An extract from the FCA’s Financial Services Register for the Company is exhibited to this

statement at pages 1 to 3 of GAP1.

7. An extract from the FCA’s Financial Services Register, showing that I am authorised as a “CF1

Director” of the Company is exhibited to this statement at page 4 of GAP1.

8. A copy of the page from the Companies House website showing that I am the sole director of

the Company is exhibited at page 5 of GAP1.

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9. The Company is 100% owned by a Belize entity, BT Trading Limited (“BT Trading”). BT Trading

is a holding company; it carries out no substantive business activity in its own right. BT Trading

is not regulated.

10. BT Trading also has a 100% shareholding in BT Prime Limited (“BT Prime”) which is a company

based in Bermuda. BT Prime is not regulated.

11. Since their incorporation, the Company and BT Prime (the “Prime Companies”) have

outsourced the vast majority of their activities. Originally, this was to a Corporation

incorporated in Delaware, Boston Technologies, Inc. (“Boston Technologies”). Boston

Technologies was not and is not regulated; it provides software, services and trading platforms

to institutional and retail brokerage firms specialising in foreign exchange. I was the Chief

Executive Officer of Boston Technologies until July 2014.

12. When the Company was trading (i.e. until 26 January 2015) it only had two employees of its

own working from its London office: one who dealt with “customer onboarding” (i.e. dealing

with the process of taking on new customers) and one who dealt with sales. This was partly

due to the requirements of the FCA to have employees in the FCA’s jurisdiction. Otherwise,

whilst customers contracted with the Company (and sometimes also with Boston

Technologies), almost all of the Company’s functions were in fact provided by Boston

Technologies (and later on by Forexware, as described in more detail below). In addition to

this, Boston Technologies also dealt with all of the Company’s “back office” functions,

including, for example, its internal accounting processes and human resources.

13. In essence, the Company was the regulated “public face” of the brokerage business, whilst

Boston Technologies (and later Forexware) carried out all the necessary support functions to

enable the Company to trade.

14. A copy of the original licence agreement entered into between the Company and Boston

Technologies on 9 February 2011 in order to effect this arrangement is exhibited to this

statement at pages 6 to 25 of GAP1 (the “Original Licence Agreement”).

The sale to Forexware

15. On 14 June 2014 (although the deal was only finalised on 11 July 2014), a multinational group

of companies including Forexware LLC, a Delaware Limited Liability Company, and Forexware

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Malta Holdings Limited, a Maltese Limited Liability Company (collectively known as

“Forexware”) agreed to purchase all of the assets of Boston Technologies and other related

companies, including the Company (although the Company would only be acquired after the

satisfaction of various pre-conditions, as described further below) (the “Original Purchase”).

16. As a result of this, and given the extent to which the Prime Companies outsourced their

functions to Boston Technologies, Forexware effectively acquired everything that allowed the

Prime Companies to operate, including the employees of Boston Technologies who had

worked for Boston Prime, Boston Technologies’ technology and goodwill. Forexware also took

an assignment of the Original Licence Agreement (as amended). A copy of the assignment

agreement, dated 11 July 2014 is at pages 26 to 43 of GAP1.

17. In effect, therefore, Forexware stepped into the shoes of Boston Technologies.

18. On 11 July 2014, the terms of the Original Purchase were amended and restated. A copy of the

amended and restated purchase agreement is exhibited at pages 44 to 117 of GAP1 (the “Sale

Agreement”).

19. As can be seen from Section 4 of the Sale Agreement, there were certain conditions that

needed to be met before the part of the sale that would have seen the acquisition of the

Company could complete (“Sale Pre-conditions”).

20. It was originally intended that the Sale Pre-conditions would be met within a few months.

However, at the time of writing they remain unresolved and the sale of the Company has

consequently not completed.

21. In the meantime, and pending resolution of the Sale Pre-conditions, Forexware has effectively

taken over the management of the Prime Companies. Given the Sale Agreement, I took the

view that this was a practical way forward, particularly given the fact that Forexware was

effectively standing in the shoes of Boston Technologies, which had originally managed the

day-to-day running of the Company. I therefore allowed Forexware to run the Company’s

business, although I have remained the Company’s sole director.

22. I myself became an employee of Forexware LLC, working as that company’s Head of Strategy,

until my employment was terminated on 5 February 2015.

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23. Since July 2014, pending completion of the sale, I have had very little visibility of the

management / financial position of the Company. The Company’s two employees in London

had roles that were sales-oriented, not to do with the management of the Company. The

former employees of Boston Technologies, who would, in the past, have answered to me in

relation to the Company’s affairs, are now employees of Forexware (although some of them

were dismissed on 5 February 2015). Despite repeated requests (see for example the exchange

of emails between me and Forexware on 1 December 2014, at pages 118 to 119 of Exhibit

GAP1), until very recently I have been shown very little up-to-date financial / management

information for the Company by Forexware.

24. I have notified Forexware of my intention to place the Company into an insolvency process

(see for example, the copy of my email to them of 29 January 2015 exhibited at page 120 of

GAP11). Since then, Mike Rollings, one of the proposed administrators, also sent an email to

Forexware on 4 February 2015 (page 121 of GAP1), explaining that an application to place the

Company into special administration was being prepared. Neither I nor Mr Rollings have heard

anything further from Forexware in this regard; Forexware have raised no objections to the

application of which I am aware. My impression is that they would like to “wash their hands”

of the Company.

Spike in the value of the Swiss Franc

25. On 15 January 2015, the Swiss National Bank announced that it was removing its “cap” on the

value of the Swiss Franc of 1.20 Francs per Euro. As was widely reported at the time, this led to

an immediate surge in the value of the Swiss Franc, by up to more than 30%. A copy of an

article from the BBC news internet site from 15 January 2015 reporting this event is exhibited

to this witness statement at pages 122 to 123 of GAP1.

26. This spike in the Swiss Franc’s value has had a catastrophic effect on many companies involved

in foreign exchange trading. Indeed, on 19 January 2015, the High Court made a Special

Administration Order in relation to Alpari (UK) Limited, which I understand from Alpari’s

website was precipitated by the Swiss National Bank’s change in stance.

1 In that email, I used the term “liquidate”, which I am informed is not the correct term for a special administration, but I hope

that my meaning was clear.

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27. For the reasons set out above, and as described below, my access to financial / management

information in relation to the Company has been limited in recent months. However, it seems

clear to me that the rapid increase in value of the Swiss Franc has significantly destabilised the

Company.

28. As a broker, the Company should be “risk transparent” as between its customers on the one

hand and its liquidity provider (in this case another Forexware company) on the other. The

broker should just act as a “pass through” for trades. Each order placed by a customer ought to

be simply passed through to the liquidity provider. Similarly, any liability to a customer should

be matched by a debt owed to the Company by the liquidity provider and vice versa.

29. I have been unable to ascertain precisely what has happened in the wake of the Swiss National

Bank’s decision. However, it appears that some customers are disputing the rates at which

Forexware is claiming that their trades are carried out. This leaves the Company in a difficult

position between Forexware, who are claiming sums due from the Company, and the

customers who dispute that such sums are in fact due. An example of a customer

communication disputing Forexware’s calculations is exhibited at pages 124 to 129 of GAP1.

The customer in question states “what your firm is claiming is total nonsense” and “I consider

this adjustment criminal”.

30. It seems to me that understanding what has happened will require a forensic analysis of the

Company’s affairs. This cannot be undertaken in the present circumstances, and is one of the

factors that leads me to conclude that the appointment of a special administrator over the

Company is required.

Concerns raised by former employees

31. Former employees of Boston Technologies, who used to work for the Company and answer to

me, but who now work for Forexware (or did work for Forexware until their employment was

terminated on 5 February 2015, as happened to some former employees), began to alert me

to their concerns about the solvency of the Company on or around 22 January 2015. Since

then I have been trying, with varying degrees of success, to obtain financial / management

information about the Company.

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32. By 25 January 2015, the information supplied by these former employees (about customer

liabilities, the Company’s debt and money transferred out of the Company’s accounts) led me

to the conclusion that the Prime Companies’ liabilities, which they had insufficient funds to

cover, amounted to US$15 – 16 million. This was a first estimate and, as set out below, I have

since obtained better information about the Company’s financial position.

33. I would prefer not to go into detail about the information supplied to me by employees as I am

conscious that they were, in a sense, “whistleblowing” on their own employer.

34. I was sufficiently convinced by the information I received from the former employees that I

decided that I had to take immediate action, both as a director of the Company and as an

individual authorised by the FCA.

Contacting the FCA, announcement on website, termination of employee contracts, vacation of

premises

35. On the evening of Sunday 25 January 2015, I sent an email to the Company’s contact at the

FCA, Chris Barrington, setting out my concerns. A copy of the text of my email is exhibited to

this statement at pages 130 to 133 of GAP 1.

36. I also asked an employee of Forexware (who used to work for Boston Technologies and was

therefore prepared to follow my instructions) to change the Company’s website so that it

would display the following message (a “screenshot” of the website is exhibited at page 134 of

GAP1):

“This morning, January 26 2015, Boston Prime Ltd., a UK FCA regulated firm, has

disabled all trading services as a result of negative balances following SNB

announcement on January 15, 2015.

Boston Prime has reported the current financial insolvency to the FCA.

More information will be provided as it becomes available.”

37. Partly as a result of this announcement, the Company has received a large number of queries

from extremely concerned customers.

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38. On 26 January 2015, I also took the decision to terminate the employment contracts of the

Company’s two employees. I believe that their pay is fully up-to-date, although, as with most

other matters, the Company is entirely reliant on Forexware to carry out all Human Resources

functions. As set out further below, I believe that the Company has outstanding liabilities to

HMRC in respect of the employees’ tax.

39. Also on 26 January 2015, I took the decision to vacate the Company’s London offices. The

landlord has indicated to me that he will retain the Company’s security deposit, but I felt that it

was important not to incur any further liabilities in this regard.

The FCA’s response and the variation of the Company’s permissions under FSMA

40. On or around 28 January 2015, I engaged Rollings Oliver LLP (“Rollings Oliver”) to advise the

Company. Rollings Oliver, in turn, instructed CMS Cameron McKenna LLP (“CMS”) to assist

them.

41. Rollings Oliver and CMS entered into discussions with the FCA about the Company. One of the

outcomes of this process was that the FCA asked the Company to take steps to protect its

clients. One suggestion from the FCA was that the Company should voluntarily apply to the

FCA for a variation of its permissions under Part 4A of the Financial Services and Markets Act

2000 (“FSMA”), pursuant to section 55(L)(5) of FSMA (the “VREQ”). I made this application on

behalf of the Company on 30 January 2015. It was accepted on the same day by the FCA.

42. A copy of the VREQ is exhibited to this statement at pages 135 to 136 of GAP1. As can be seen,

the effect on the Company’s business of the VREQ (which is primarily designed to protect

customer interests) is dramatic. In broad summary terms, the Company is now:

a) effectively prohibited from carrying on regulated activities;

b) effectively prohibited from dealing with client money (without the consent of the FCA);

and

c) required not to dispose of, deal with or act in any way that would diminish the value of

any of its assets without the prior written consent of the FCA.

43. On the evening of 30 January 2015, I sent copies of the VREQ to all of the Company’s banks,

with the following covering email:

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“Please find attached a voluntary application which the Company, Boston Prime

Limited, has made for its current permissions under Part 4Aof the Financial Services

and Markets Act 2000 to be varied. The terms of the letter are self-explanatory but in

particular we would ask you to note Requirement 3 of the attached letter

which(amongst other things) means that no payments can be made out of the

Company’s account without the permission of the FCA.

The only payment we currently have asked the FCA to consent to the Company

paying is a payment for £100,000 to be made to Rollings Oliver LLP. We will revert to

you as soon as we have received that consent.

Please do contact me if you would like to discuss.”

44. It can therefore be seen that, as a result of the Company’s interactions with the FCA:

a) the Company is no longer in a position to trade; and

b) the Company’s bank accounts are, in effect, frozen.

The Company’s current financial position

45. As set out above, since the Sale Agreement was entered into, I have been given very little

financial / management information in relation to the Company by Forexware.

46. On 14 September 2014, I received the Company’s accounts for the period ending 31 July 2014.

The balance sheet is at pages 137 to 139 of GAP1 and shows total assets after the deduction of

total liabilities of £453,902.93 (i.e. that the Company was solvent at that stage).

47. I believe that in the same month (in any event, I have subsequently received a copy), I also

received the spreadsheet exhibited at pages 140 to 144 of GAP1, which shows that, at the end

of August 2014, the Company had total assets of US$17,296,519.12 and total current liabilities

of US$16,435,942.10 (i.e. net assets of US$860,577.02) (N.B. the numbers in this spreadsheet

are given in US dollars, rather than sterling). From this it appears that the company was still

solvent at this stage.

48. On 30 January 2015, I received the most up-to-date, formally prepared accounts for the

Company that I have, which are for the period ending 30 September 2014 (the balance sheet is

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exhibited at pages 145 to 147 of GAP1). Again, these accounts indicate that the Company was

still solvent at the end of September last year, with total assets less current liabilities of

£1,025,189.86 (or US$1,665,010.85).

49. I do not know what has happened to the Company’s financial affairs since September 2014 and

I anticipate that it will take some forensic accountancy work to establish what has gone wrong.

However, for the reasons set out below, I consider that something has gone seriously wrong

and that the Company is now insolvent.

50. In the last week or so, and given the involvement of the FCA, I have received slightly more co-

operation from Forexware (or at least from certain of its employees), which has day-to-day

control of the Company’s affairs. (Although, as an aside, and as the notice exhibited at page

148 of GAP1 (circulated to Forexware staff on 3 February 2015) demonstrates, Forexware is

also now tightly controlling any communications regarding the Company).

51. In anticipation of making this application, I asked Forexware for up-to-date management

accounts to be prepared, but I have been informed that this will not be possible for a number

of weeks.

52. Given that amongst other things: (i) the Company is currently unable to trade; (ii) the

Company’s bank accounts are effectively frozen; (iii) it appears, and has been announced on

the Company’s website, that the Company is insolvent (a fact that seems to have been picked

up by most if not all of the Company’s customers); and (iv) the Company has vacated its

London premises and its employees’ employment contracts have been terminated, I did not

think that it would be appropriate to wait a matter of weeks for management accounts to be

produced.

53. In the circumstances, I have worked with Rollings Oliver, using information that has been

supplied by Forexware (or at least by its employees), to produce the estimated statement of

financial position as at 2 February 2015 (although I have no reason to believe that the position

will have changed since), a copy of which is exhibited at page 149 of GAP1. As can be seen, I

estimate that the Company has a current deficit of in the region of £7.4 million or US$11.1

million.

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54. The estimated statement of financial position was put together using the following financial

information, which was supplied to me by employees of Forexware:

a) The spreadsheet showing cash balances of the Company’s bank accounts (as well as

those of BT Prime) exhibited at page 150 of GAP1. As can be seen, these show a balance

in the Company’s accounts (including client monies (described as “Trustee Money”) of

US$900,344.49) as at 30 January 2015 of US$6,850,359.22. Taking into account the

client money balance, therefore, this leaves the Company with US$5,950,014.72 of non-

client money.

b) The “snapshots” of the Company’s bank accounts exhibited at pages 151 to 156 of

GAP1, which corroborate the information in the spreadsheet in subparagraph (a) above.

c) The spreadsheet exhibited to this statement at pages 157 to 160 of GAP1, which shows

debts owed to the Company by its customers of US$3,343,360.73 (which it is far from

clear will be recoverable), but, more importantly, debts owed by Company to its

customers of US$17,768,318.93.

d) The spreadsheet exhibited to this statement at page 161 of GAP1, which shows a debt

owing from a Forexware company to the Company of US$22,772.27 and a debt due to

another Forexware company by the Company of US$278,614.69.

e) The statement from Boston Technologies exhibited to this statement at pages 162 to

163 of GAP1, which shows a liability of the Company to Forexware of US$149,157. This

should relate to the same liability as that dealt with at subparagraph (d) above. The two

numbers are different, so for the purposes of the estimated statement of financial

position, the larger liability described in subparagraph (d) above was used. In any event,

it seems to me that the difference between the numbers is immaterial given the

US$17.7 million dollar liability to the Company’s customers.

55. From this estimated statement of financial positon, which is, I believe, the most accurate

picture that can be given of the Company’s financial affairs at this time, as well as the situation

in which the Company currently finds itself, it seems clear to me that the Company’s liabilities

exceed its assets.

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56. I am also firmly of the view that, if it is not yet already in this position, the Company will shortly

become unable to pay its debts as they fall due. This is partly a practical function of the de

facto freezing of the Company’s accounts.

57. As an illustration of this point, on 2 February 2015, I received a copy of an email from ADP, the

company that deals with paying the Company’s UK payroll. This email informed me that the

Company has a liability to HMRC of £3,728.57 as well as a liability to ADP itself of £144. Whilst

these sums are relatively trivial, I cannot see that there is any prospect of the Company being

in a position to pay them. The Company cannot diminish its assets in any way without the

consent of the FCA. Given the uncertainty surrounding the Company’s finances, the Company’s

position more generally and the FCA’s desire to protect client assets held by the Company, I

cannot see how the FCA would agree to the Company making such payments.

58. As a further illustration of the immediate financial difficulties faced by the Company, copies of

communications Rollings Oliver have received from the Company’s customers demanding the

return of their funds are exhibited to this statement at pages 164 to 206 of GAP1. Given the

VREQ, and the Company’s financial position more generally, the Company is currently unable

to comply with these demands, despite the fact that they are made in connection with the

Company’s regulated activities. I am informed that, for the purposes of the Investment Bank

Special Administration Regulations 2011 (the “Regulations”) (regulation 2(4)(a)), this is

evidence of the Company’s inability to pay its debts.

The grounds for this application

59. I am informed by CMS that, under the Regulations, there are two possible grounds on which it

is possible for the director(s) of a company to apply for a special administration order:

a) Ground A is that the investment bank is, or is likely to become, unable to pay its debts;

and

b) Ground B is that it would be fair to put the investment bank into special administration.

60. As I have set out above, I believe that the Company is insolvent both because its liabilities

exceed its assets and because it is unable to pay its debts as they fall due. It would appear that

the Company is also considered to be “unable to pay its debts” pursuant to regulation 2(4)(a)

of the Regulations. I therefore consider that Ground A is met.

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61. As to Ground B, I cannot see any realistic option for the Company other than to go into special

administration (or another insolvency process). The Company is or will inevitably become

unable to pay its debts (a fact which has been announced to the world at large), it has vacated

its London premises and sent its employees home, its business and its bank accounts have

been frozen as a result of the VREQ, and it would seem that the Company must now go into an

insolvency process. As I understand it, the special administration regime has been specifically

designed to deal with the insolvencies of companies such as the Company, and in particular, to

ensure that client assets are returned as quickly as possible.

Proposed special administrators

62. It is proposed that Michael David Rollings and Steven Edward Butt of Rollings Oliver LLP should

be appointed special administrators of the Company.

63. For the purposes of Rule 8(3)(e) of the Investment Bank Special Administration (England and

Wales) Rules 2011 (the “Rules”), it is intended that the functions of a special administrator in

relation to the Company shall be exercisable by either or both of them, whether acting jointly

or severally.

Security

64. I do not believe that there are any charges or other security over the Company’s assets. Page

207 of GAP1 is a print-off from the Companies House website, showing that no security has

been registered against the Company’s assets.

Client assets held by the Company

65. As matters stand, on the information that I have received from Forexware, I believe that the

Company holds US$900,344.49 of “client assets”, as such term is used by the FCA. All of those

assets are, in fact, client money. However, the client asset situation will require further

investigation following the appointment of any special administrators.

Urgency

66. As set out above, a notice has been on the Company’s website since 26 January 2015,

announcing that the Company is insolvent.

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67. Since 30 January 2015, the VREQ has been in place, which has frozen the Company’s business

and assets.

68. The communications exhibited to this statement at pages 164 to 206 of GAP1 are testament to

the extreme concern of the customers of the Company.

69. I have tried in this statement to set out the Company’s position to the best of my knowledge

and ability. However, due to the fact that since July 2014 the day-to-day running of the

Company has been handled by Forexware, I am acutely aware that there are gaps in my

knowledge of the Company’s affairs and real practical obstacles that prevent me from

understanding (let alone controlling) the Company’s situation.

70. In my view, and for the reasons set out above, a crisis point has been reached. In order to

protect client assets, customers and creditors, the Company’s affairs need to be taken over as

soon as is practicable by a special administrator.

Notice / service of the application

71. I have been informed by CMS that it is necessary to give notice of this application to and / or to

serve copies of this application on:

a) the proposed special administrators; and

b) the FCA.

72. Exhibited at page 208 of GAP1 is a copy of a letter sent to the Company by the proposed

special administrators. The court will note that the proposed special administrators have

waived their right to be served with the application.

73. Exhibited at page 209 of GAP1 is a copy of an email sent by the FCA to CMS, acknowledging the

notice given to it of the application to appoint special administrators. It is to be noted that the

FCA:

a) “raise no objection to the application being heard as soon as reasonably practicable”;

and

b) “do not propose to exercise our right to be heard at the hearing pursuant to regulation

5(2) of the 2011 regulations”.

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74. As far as I am aware, no persons other than the proposed special administrators are entitled to

be served with a copy of the Application under Rule 10(1) of the Investment Bank Special

Administration (England and Wales) Rules 2011. I am not aware of anyone having given notice

to the FCA under Regulation 8 or of there being a voluntary arrangement in force for the

Company under Part 1 of the Insolvency Act 1986.

Centre of Main Interests

75. The Company’s registered office is, and always has been, in England. Whilst, the Company’s

business is, by its very nature, international, one of the key attractions for the Company’s

customers has historically been that it is regulated by the FCA. This was (and is) made clear on

the Company’s website, which states that it is a “UK FCA regulated firm”.

76. A copy of the Company’s Prime Brokerage standard terms and conditions is exhibited at pages

210 to 230 of GAP1. As can be seen, at the top of the first page, it is stated that the Company:

“is a company organized under the laws of the United Kingdom and Wales (“UK”)

with an office at 1 Ropemaker ST, Citypoint Suite 1248, UK EC2Y 9HT”.

77. The governing law and jurisdiction clause of the standard terms and conditions is stated to be

that of “THE UNITED KINGDOM AND WALES (the “UK”)”.

78. Whilst the management functions of the Company have not been exercised within this

jurisdiction, its clients and other third parties would not have been aware of that. So far as

they will have been concerned, the Company is an English incorporated, FCA regulated

company operating from its address in London.

79. For those reasons I believe that the Company’s Centre of Main Interests is in England.

Litigation relating to Boston Technologies

80. For the sake of completeness, I inform the Court that I have been involved in litigation in

relation to shareholdings in both Boston Technologies and BT Trading (in New York and Belize).

In both instances, claims have been brought against me by a fellow shareholder, Kevin Millien.

Copies of the claims that were brought are appended to this statement at pages 231 to 286 of

GAP1.

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81. The claim in New York, in relation to Boston Technologies, has been resolved.

82. The claim in Belize, in relation to BT Trading is ongoing.

83. The Company is not a party to Mr Millien’s claims.

84. I do not consider that this litigation is relevant to the question of what should now happen to

the Company. As set out above, the Company, which is not a party to the litigation, urgently

needs to be put into an insolvency process. In any event, the appointment of an independent

Special Administrator over the Company’s affairs can only serve to protect the interests of any

third parties who may have an interest, whether directly or indirectly in the Company’s affairs.

Request for a special administration order

85. In the circumstances and for the reasons set out in this statement, it is respectfully requested

that the Court make the order sought.

I believe that the facts stated in this witness statement are true.

…………………………………….

George Alex Popescu

Dated 6 February 2015

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Applicant

G A Popescu

1st Witness Statement

6 February 2015

Exhibit “GAP1”

CASE NO. OF 2015

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF BOSTON PRIME LIMITED

AND

IN THE MATTER OF THE INVESTMENT BANK

SPECIAL ADMINISTRATION REGULATIONS 2011

WITNESS STATEMENT OF

GEORGE ALEX POPESCU

18

UK – 201047483.1

CMS Cameron McKenna LLP

Mitre House

160 Aldersgate Street

London EC1A 4DD

T +44(0)20 7367 3000

F +44(0)20 7367 2000

Ref: RAL/WIOC/133719.00002

Solicitors for the Applicant

19

UK – 201047483.1

Applicant

G A Popescu

1st Witness Statement

6 February 2015

Exhibit “GAP1”

IN THE HIGH COURT OF JUSTICE No. OF 2015

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF BOSTON PRIME LIMITED

AND

IN THE MATTER OF THE INVESTMENT BANK SPECIAL ADMINISTRATION REGULATIONS 2011

EXHIBIT “GAP1”

This is the exhibit marked “GAP1” referred to in the witness statement of George Alex Popescu dated

this 6th

day of February 2015.

……………………………………..

George Alex Popescu

20

UK – 201047483.1

6 February 2015