Gavin BARRY

Disqualified from

2021-12-16

Date of birth on record

May 1975

Between 30 January 2019 and 24 July 2019, Gavin Davis Barry (“Mr Barry”), whilst acting as a director of Prosperity Cathedral View NMPI Ltd (“NMPI”) caused or allowed the misleading of investors who entered into loan agreements with NMPI with a value of £4,132,800, as follows: • NMPI was incorporated on 25 November 2016 for the sole purpose of being a fundraising vehicle to obtain investment from High Net Worth Individual investors (“HNWIs”) to partially fund the development of a 326-bedroom student accommodation block in Derby, being developed by connected company, Prosperity Cathedral View Development Ltd (“PCVD”); • HNWIs were advised that the development would cost £19.1m and have an expected Gross Development Value of £22.7m-24m; • On 28 January 2019, he attended a PCVD board meeting at which a number of resolutions were made, including: 1) that PCVD would enter into two new loan agreements with commercial lenders to refinance existing commercial finance and assist with funding the ongoing cost of development; and 2) that PCVD would agree to a primary charge against the development property (PCVD’s only asset) in favour of the largest lender (borrowing of up to £13,732,000), and a secondary charge in favour of the other lender (from whom it borrowed £2,550,325); • On 29 January 2019, as resolved at the board meeting, PCVD entered into the loan agreements with the lenders, and the relevant charges were created and filed at Companies House; • Thereafter, he despite being aware that PCVD’s only asset was now subject to primary and secondary charges, caused or allowed the continued promotion of NMPI’s investment offer by way of it promising security in the form of a share of a secondary charge in favour of a company set up for that purpose, when this charge ranked in third position, after those created in favour of the commercial lenders on 29 January 2019; • This inaccuracy was recorded at either paragraph 11 or 12 of the loan agreements NMPI entered into with the HNWIs, which stated: “The Lender will be allotted shares in…(the Security Company) on a pro rata basis relative to the total funding requirement from private investors, and this SPV will hold a subordinate (secondary) charge over the asset to be developed.”; • He caused of allowed further misleading of investors in relation to how their funds would be used, in that Annex 2 of the loan agreements, stated: “Loan Purpose The Borrower shall use all sums borrowed by it under this agreement for: Financing the costs of the development project at Cathedral View, Cathedral Road, Derby and associated fees and costs which will include costs for the Professional Team.”; • He was a recipient of a monthly “Prosperity Group & Companies Debt” spreadsheet which recorded that, in the period, the sum owed to NMPI investors (and made available to PCVD) had increased by £2,782,914 and that, in the same period, PCVD’s loans to connected companies in the group had increased by £2,006,095, which represented 72% of the net sum raised from NMPI investors. Therefore, GB should have been aware that most of the funds raised via NMPI were not being used to fund PCVD’s development, and that investors were being misled; • On 04 May 2020, PCVD entered administration with an estimated deficiency of £8,432,805; • On 22 March 2021, the development was sold. The net sale proceeds were insufficient to discharge both the first and second charge holder, leaving no funds available to return to NMPI and its investors; • According to PCVD’s records, it was owed £3,574,054 by a connected company, but that company is in financial difficulty and it is not anticipated that it is able to repay the loan to PCVD’s administrator; • He causing or allowing NMPI to mislead investors, resulted in significantly more being raised than PCVD required to complete the development, which increased both PCVD’s and NMPI’s deficiencies in administration, and contributed to a significant loss to their creditors.