Crispin Odey, Michael Jackson, Sara Murray and the secret offshore trusts
A question: What connects disgraced financier Crispin Odey with serial tech entrepreneur Sara Murray?
For one thing, they’ve both been ousted by their own companies – a rare, noteworthy feat.
For Odey, it was from his eponymous Odey Asset Management, following an investigation by the FT into allegations of sexual misconduct. For Murray, it was from Buddi, a billion-dollar tech firm she founded that removed her after an explosive fallout with the board.
Another connection is Michael Jackson.
No, not that one. I am of course referring to Murray’s ex-husband. Jackson, Odey and Murray all – at one point – had an interest in Buddi.
That is, until Murray and Jackson fell out, and a plan to restructure the business went wrong – badly wrong, if fresh legal filings are anything to go by.
Murray now finds herself heading to court, accused of lies and deception and potentially on the hook for tens of millions of pounds, while the listed firm behind Buddi has seen its shares tumble, wiping hundreds of millions from its value.
‘Wide-ranging and extraordinary’
“It’s about as nasty as you can see people behave,” Murray tells me in an interview.
“The latest set of allegations are really extraordinary – wide-ranging and extraordinary.”
A company spokesperson said: “The board is confident in the compelling evidence that has been uncovered which shows that Sara Murray created or otherwise forged or deliberately falsified documents.”
Odey is mentioned several dozen times in the case. He has not (in this case at least) been accused of any wrongdoing, though evidence about him could prove pivotal in proceedings.
How did they get here?
Several years after Buddi was founded, Jackson and Murray divorced. Murray appeared keen for her ex-husband not to own a stake in the business and, according to court filings,discussed with Odey the possibility of his “forced removal”: Michael Jackson would be told to beat it (sorry).
This was followed by a process known as a drag (less Ru Paul, more equity reorganisation).
In 2018, Murray created a new company called Big Technologies. Select shareholders were invited to swap their Buddi shares for Big shares, with the remainder forced to sell up by majority vote.
“Sounds great,” Odey said in an email to Murray, court filings show, and he received the new shares.. Others collected the cash.
After several more years of growth, the IPO market was running hot and Murray seized her chance. Big floated on AIM in July 2021, giving it a market cap just shy of £1bn.
The float gave Murray a reported stake worth around £250m, while a number of little-known early investors in the firm, known as Zinc, RCP and Monitoring Partners Limited (MPL), which had owned about a third of the share capital pre-IPO, pocketed over £100m from selling down their stakes.
Odey’s investment was also sold down, netting his firm around £60m.
Big Technologies, which makes remote care wristbands for the elderly and ankle bracelets for criminals, enjoyed a decent spell as a public company, steadily growing sales.
But lurking in the background were a band of aggrieved old investors.
‘Untrue information’
The 2018 drag was unlawful, the investors said, and the cash payout they got was a tiny fraction of what they would have made at IPO. They wanted compensation.
Balderdash, Big’s board said, vowing to fight the case in court. But as the company gathered evidence to defend itself, fresh findings emerged that made execs twitchy.
Zinc, RCP and MPL were not just friendly overseas investors, as some in the company had presumed. The three major shareholders, together with a fourth, known as Romelle, were in fact offshore family trusts. The beneficiary? One Sara Murray, plus some of her relatives.
Murray’s interest in Big was bigger than most had realised – facts that were not disclosed at IPO.
Overwhelmed by the evidence, Big’s board turned sour on the boss. She was shown the door.
Murray “provided untrue information to the company and its lawyers,” the firm said in a statement to shareholders.
Murray was stunned. The allegations are “complete rubbish and the company knows it,” she told me.
Her explanation?
“They said I owned these companies, [that] they’re my companies and they’re my nominees which is just simply not true and they know that’s not true.
“I don’t own or control any of those companies. I’ve never said I’m not connected to them, I do have connections to them.
“Those companies are owned by a family trust which my father set up and I was pretty much estranged from my father – I’ve seen him twice in 20 years so the detail of that is still coming out but they’re certainly not my companies.”
The saga has another twist.
According to court documents, Big says that the trusts, based in the British Virgin Islands among other places, were not just shareholders – they were collecting cash from customers on Buddi’s behalf.
MPL in particular had acted as a reseller for the company in overseas markets, Big says. In one such case, MPL invoiced a Malaysian customer, Ujud Sentosa, for Buddi services.
Over a four-year period, Sentosa paid MPL £8.3m for Buddi services, invoices referenced in court filings suggest. The amount MPL passed on to Buddi? £1.8m – implying a pretty tasty profit.
Murray denies this version of events. According to defence filings, Sentosa was known to be unreliable on payments so invoices were not tantamount to cash transfers received. The purpose of MPL arranging transactions on Buddi’s behalf was aimed at “insulating Buddi from the credit and default risks which Ujud Sentosa posed to it.”
Alarm shop’s private equity arm
You might be thinking: did no one ever bother asking about the identities of these offshore firms that seemingly controlled almost half the company? The answer, Big alleges, is yes – with mixed results.
Big says Murray was asked about the ownership of MPL and told directors in a 2016 letter that it was the “private equity arm of one of Buddi’s resellers.”
Big says auditors EY also asked Murray about MPL, and she told them it was owned by “Alarm Partners LLC,” a fire alarm shop based in Florida. She was asked again in 2017 by HSBC, and pointed the bank to a website that appeared to be run by the owners of the fire alarm shop. The shop “does not appear to have a private equity arm,” Big helpfully clarifies.
Murray’s lawyers said she “cannot recall the circumstances and specific context in which each statement was given but accepts that the communications were inconsistent.”
Back now to the old shareholders, who said the drag was illegitimate. They claimed the process was handled incorrectly – there was no board resolution – and Buddi shareholders were not properly offered the opportunity to subscribe for shares in Big.
In 2021, Murray handed lawyers email evidence from shareholders – including from Odey – and minutes from a board meeting to approve the drag which she hoped would put the matter to bed.
Not so, Big now claims. Odey has no record of the email he supposedly sent to Murray – and the alleged board meeting? It never happened.
The company says it could find no evidence of calendar invites, messages or emails about any such meeting. Worse still, of the three directors who apparently attended on the day, Murray was out of the office, another was in Scotland and a third in Australia. So the minutes were forged, Big concludes.
“Outrageous allegations,” Murray tells me.
“What they’re saying is that the transaction where Big bought Buddi was not in fact valid and that I forged all the documents.
“That’s complete rubbish and the company knows it.
“All this is a whole heap of false allegations by the company against me.”
Musical chairs
Murray also takes aim at Big’s chair, Alex Brennan, who has helped conduct the investigation into her, for which he briefly received extra cash from the company.
Murray said she told Brennan back when she was CEO that “he did not have the experience to chair a public company” and found it strange that he “didn’t consider himself conflicted to do a supposedly independent investigation of me.”
When I put the claim to Big last week, a spokesperson said Brennan “is fully qualified for these roles following a successful career of more than two decades.”
On Thursday, Brennan resigned.
The company declined to comment beyond the remarks in its stock exchange update.
This ongoing drama is likely months away from reaching a conclusion. It seems a sorry state of affairs for an otherwise successful company to have been mired by a spat over who owned what shares when and on whose behalf.
The mind also boggles that no one – no investor, no auditor, no banker, no regulator – ever thought to independently verify the major owners of a billion-dollar tech firm and their beneficiaries. One wonders what curious corporate ownership structures are hiding in plain sight in other corners of our public markets.
“Buddi for me was always supposed to be my real legacy,” Murray says, describing recent events as “like a Netflix drama.”
“I’ve built it with a view for it being around for my grandchildren.”
Will it survive?