EXHIBIT 

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

www.flsb.uscourts.gov

In re: 

HOLDWAVE TRADING LIMITED, Chapter 15

Case No.:

Debtor in a Foreign Proceeding.

________________________________________/

DECLARATION OF THE FOREIGN REPRESENTATIVE IN SUPPORT OF 

CHAPTER 15 PETITION FOR RECOGNITION OF A FOREIGN MAIN PROCEEDING

I, Colin Diss, as one of the joint liquidators of Holdwave Trading Limited (“Holdwave” or 

“Debtor”), hereby declare under penalty of perjury under the laws of the United States as follows:

1. This declaration is submitted in support of the Chapter 15 Petition for Recognition 

of a Foreign Proceeding pending in the United Kingdom.

2. I am over the age of 18 and, if called upon, could competently testify as to all 

matters set forth in this Declaration based upon my own personal knowledge, except for those 

parts specified as being otherwise. Where matters are based on information supplied to me, those 

matters are true to the best of our information, knowledge, and belief, and I clearly identify the 

source of that knowledge.

3. I am a licensed insolvency practitioner with Grant Thornton UK LLP. Together 

with my colleagues Nicholas Wood and Michael Leeds, I was appointed as a Joint Liquidator

(collectively, the “Joint Liquidators” or “Foreign Representatives”) in the creditors’ voluntary 

liquidation of Holdwave.

1 As described more fully herein, Holdwave was placed into members’ 

voluntary liquidation on October 26, 2020 by its members’ resolution to wind up Holdwave, which 

 1 I am authorised by my fellow Joint Liquidators to make this statement on behalf of the Joint 

Liquidators.

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was subsequently converted to a creditors’ voluntary liquidation. The status of the liquidation and 

the Joint Liquidators’ appointment in the same was confirmed by an order of the judge of the High 

Court of Justice Business and Property Courts in Manchester Insolvency and Companies List 

(ChD) (“UK Court”) dated April 14, 2021 (“UK Proceeding”). A copy of the order (the 

“Liquidation and Appointment Order”) is attached as Exhibit A. 

4. The Foreign Representatives took office as the joint liquidators for Holdwave

pursuant to the resolution of creditors at a meeting duly convened for that purpose on February 10, 

2021, as described more fully in paragraph 17 herein. The Foreign Representatives have acted in 

the capacity as joint liquidators in the UK Proceeding continuously since Holdwave gave notice 

of their appointments to Companies House in the UK on February 11, 2021.

5. We are advised that within the meaning of chapter 15 of the US Bankruptcy Code: 

(i) the Joint Liquidators are the “foreign representative” of the Debtor; (ii) the Debtor’s center of 

main interests has, at all times relevant, been in England and Wales; and (iii) the UK Proceeding 

is a “Foreign Main Proceeding.”

Factual Background

6. Holdwave is a private limited company incorporated in the UK on August 20, 2003

as “Holdwave Limited” with company number 04873145. Its registered office was located at 175 

Gray’s Inn Road, London, WC1X 8UE, United Kingdom when its liquidation began, having 

previously maintained a different registered office in London. As of the date of this Declaration, 

the Foreign Representatives are unaware of any evidence that Holdwave conducted the 

administration of its affairs other than from its registered office or that it had any establishment or 

place of business outside England and Wales.

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7. In accordance with documentation filed at Companies House,2 Holdwave was

considered to be a dormant Company up to the year ending December 31, 2010. The financial 

statements for the year ending December 31, 2011 indicate that it commenced operations in 2011

and describe its principal activity to be that of an agent providing various business analysis, 

advisory, and consulting services as well as logistics support across industries. 

8. The sole director and member of Holdwave at its incorporation was Chalfen 

Nominees Limited (“Chalfen”). Amicorp (UK) Directors Limited (“Amicorp Directors”), replaced

Chalfen as director on August 20, 2003. Chalfen’s share was transferred to Amicorp (UK) 

Nominees Limited (“Amicorp Nominees”) on April 1, 2011 and Amicorp Nominees was

subsequently allotted one further share. Hansamercator Ltd replaced Amicorp Nominees as 

shareholder on April 12, 2011, and held these shares until January 16, 2018. From January 16, 

2018 up until the time Holdwave went into liquidation its sole shareholder was Leslie Steven 

Scheltens, who held two shares. Leslie Steven Scheltens has been noted at Companies House as 

the person with significant control with effect from January 16, 2018.

9. Daniel Skordis was appointed as director on September 21, 2009. Amicorp

Directors then terminated its appointment as director on April 12, 2011 and Michael Brian Price 

was appointed as director on that date. Daniel Skordis subsequently resigned on November 1,

2011. Michael Brian Price later resigned on December 31, 2013, the same day on which Kwok 

Tung Lee was appointed as director. Following this, Carol Joy Smit was appointed as director on 

December 1, 2014. Kwok Tung Lee then resigned on November 28, 2016 and Santiago Barot was 

appointed director on the same day. Carol Joy Smit then resigned on December 12, 2016 leaving 

 2 Companies House is an administrative governmental entity performing a registration and 

recordkeeping function similar to the Corporate Division of the Department of State for most U.S. 

states.

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Santiago Barot as the sole director. Santiago Barot remains in office as the current sole director.

Commencement of the UK Proceeding and Appointment of the Joint Liquidators

10. Holdwave is presently in creditors’ voluntary liquidation due to its inability to pay 

its debts and its apparent participation in a multinational fraud scheme, as described more fully 

herein. Formerly, however, Holdwave was in members’ voluntary liquidation. 

11. On October 21, 2020, Holdwave’s director, Mr. Santiago Barot, made a statutory 

declaration of solvency pursuant to section 89(3) of the Insolvency Act 1986,3 to the effect that all 

of Holdwave’s debts would be paid in full, together with statutory interest, within 12 months of 

the commencement of the liquidation.

12. On October 26, 2020, a requisite majority of Holdwave’s members passed the 

following written resolutions:

a. That Holdwave be wound up voluntarily;

b. That Mr. Shane Biddlecombe and Mr. Gordon Johnston (together, the “MVL 

Liquidators”) be appointed as joint liquidators of Holdwave for the purposes of 

the voluntary winding up; and

c. That the MVL Liquidators be authorised to divide among the members of 

Holdwave in specie part or the whole of the assets of Holdwave and may, for 

that purpose, value any assets and determine how the division between 

members should be carried out.

13. On November 3, 2020, the MVL Liquidators filed a notice recording their 

appointment as liquidators of Holdwave in the members’ voluntary liquidation at Companies 

 3 Mr. Barot was Holdwave’s sole director from November 28, 2016 onward. In his statutory 

declaration of solvency, he listed his address as 64 Evans Wharf, Hemel Hempstead, Hertfordshire, 

HP3 9WN, United Kingdom.

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House.

14. Later, on December 3, 2020, Standard Chartered Bank and Standard Chartered 

Bank (India) (together, “SCB”) served on Holdwave and the MVL Liquidators an Amended Claim 

Form, issued by SCB in the High Court of Justice, Business and Property Courts of England and 

Wales, Queen’s Bench Division, Commercial Court (the “Commercial Court”) on August 5, 2020 

and amended on November 30, 2020, against Holdwave with claim number CL-2020-000503 (the 

“Claim Form”). The amount claimed by SCB pursuant to the Claim Form was USD

66,491,888.97. SCB also served on the MVL Liquidators proofs of debt in Holdwave’s 

liquidation.

15. In the Claim Form, SCB alleges that Holdwave took part in laundering the proceeds 

of a significant, complex, and multinational fraud believed to have been committed against SCB 

(and other banks) originating with one of its customers, Winsome Diamonds and Jewellery 

Limited (“Winsome”). SCB claims that it advanced gold bullion to Winsome pursuant to a 

Precious Metal Facility Agreement, Winsome defaulted on its obligations under the agreement, 

and Winsome sold the gold and dissipated and/or laundered the sales proceeds. According to SCB, 

Winsome transferred the sales proceeds to companies based in the United Arab Emirates, which 

were purportedly jewelry distributors (the “UAE Companies”). SCB alleges that the UAE 

Companies subsequently entered into sham derivative contracts with Holdwave and five other UK 

companies and one Irish company (the “Derivative Companies”), respectively, that were designed 

to allow those responsible for the fraudulent scheme to move, conceal, and/or launder funds 

through the Derivatives Companies. Specifically, Holdwave purportedly entered into a sham 

derivative contract with one of the UAE Companies, Italian Gold FZC (“Italian Gold”). The Claim 

Form mentions England and Wales, India, the United Arab Emirates, and the United States of 

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America as jurisdictions where the alleged fraud scheme took place. The Foreign Representatives 

anticipate from their work to date that information and documents relevant to the alleged fraud 

scheme exist in other jurisdictions as well.

16. Holdwave did not file an Acknowledgment of Service in response to the Claim

Form in accordance with Civil Procedure Rule (CPR) 58.6(2). As a result, on December 30, 2020, 

SCB applied for judgment in default for an amount of money to be decided by the Court pursuant 

to CPR 58.8(1) and CPR 12.4(1)(b). On January 16, 2021, the Commercial Court made an Order 

pursuant to which (inter alia) judgment was entered against Holdwave for an amount of money to 

be decided by the Court (the “Default Judgment”).

17. On January 27, 2021, following service of the Default Judgment on the MVL 

Liquidators, the MVL Liquidators sent a letter to Holdwave’s creditors advising that (1) Holdwave

would be unable to pay its debts in full within the period stated in the statutory declaration made 

by its director, and, therefore, (2) the solvent liquidation would be converted into an insolvent one 

through a creditors’ voluntary liquidation. The letter also advised of a virtual meeting where the 

creditors would decide, among other things, on a new creditor-nominated liquidator and the release 

of the MVL Liquidators. The virtual creditors’ meeting took place on February 10, 2021, where 

the creditors resolved to nominate the Foreign Representatives as the joint liquidators and release 

the MVL Liquidators.

18. On February 11, 2021, Holdwave gave notice at Companies House of the Foreign 

Representatives’ appointment as the joint liquidators in Holdwave’s creditors’ voluntary 

liquidation.

19. As previously stated, the UK Court handed down the Liquidation and Appointment

Order on April 14, 2021, which order confirms that the Foreign Representatives “are validly and 

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effectively appointed” as Holdwave’s joint liquidators and are authorized to administer the 

liquidation of Holdwave’s assets and affairs and act as Holdwave’s representative in the creditors’ 

voluntary liquidation. Ex. A ¶¶ 2, 5.

20. The primary objective of the Foreign Representatives’ appointment is to investigate 

Holdwave’s alleged involvement in the scheme described by SCB, with a view to identifying and 

realizing assets for Holdwave’s creditors. To that end, and as a first step, the Foreign 

Representatives seek foreign main recognition under chapter 15 of the US Bankruptcy Code with 

the intention of seeking information and documents located in the US including, in particular, 

evidence in relation to funds that passed through Holdwave’s accounts and subsequently flowed 

through the accounts of several other entities. The Foreign Representatives anticipate that such 

information and documents will be held by US financial institutions under the jurisdiction of the 

US Court. The Foreign Representatives expect that forensic analysis of this information, in 

particular payment flows and counterparties, will enable them to begin investigating the alleged 

scheme and identifying further lines of enquiry both in the US and other jurisdictions.

21. Following the Joint Liquidators’ appointment, books and records were obtained 

from Holdwave’s director, which included accounting records showing twenty-three (23) 

payments totaling USD 99,166,374 being made by Holdwave to a UK company called Docklands 

Investment Limited (“Docklands”). These payments immediately followed receipts on either the 

same day or within the following two days for exactly the same amount from a UAE company, 

Italian Gold. Holdwave’s cashbook included the same deal name for each of the receipts from 

Italian Gold and the payment to Docklands in the same amount. In the books and records delivered 

up by the Director we have located no agreement with Italian Gold or any other documents 

referencing the receipts from Italian Gold and the payments to Docklands. Both Holdwave and 

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Docklands had the same Cypriot based parent company, Hansamercator Ltd, and a common 

director at incorporation, Chalfen. The Joint Liquidators have found no documentary evidence to 

explain why the payments were made nor any written agreement between Holdwave and 

Docklands or Holdwave and Italian Gold for that matter. As such, the Joint Liquidators intend to 

use discovery under chapter 15 to trace the funds sent by Holdwave to Docklands.

Debtors Have a Domicile, Place of Business, or Property in the United States

22. As the joint liquidators of Holdwave, the Foreign Representatives have been 

charged to investigate Holdwave’s business, assets, affairs, rights, obligations, and liabilities, both 

in the UK and worldwide. The investigation has revealed that assets of the Debtor may be located 

in or have passed through the United States.

23. The Foreign Representatives seek recognition of the UK Proceeding in furtherance 

of a worldwide pursuit of assets with which to satisfy unpaid claims as well as to investigate, 

identify, and marshal assets for the benefit of creditors. This includes pursuing any available 

causes of action.

24. The Foreign Representatives have retained Sequor Law, PA. (“Sequor Law”).

Sequor Law holds in its trust account in this District US$ 1,500 deposited by the Foreign 

Representatives on behalf of and for the benefit of the Debtor, to which funds Sequor Law has no 

rights of setoff, charging lien, or similar right.

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Joint Liquidators in Foreign Proceedings of the Debtor

25. As the joint liquidators, the Foreign Representatives are authorized in the UK

Proceeding to administer the liquidation of the Debtor’s assets and affairs and to act as 

representatives of the UK Proceeding.

26. As the term is defined in 11 U.S.C. 101(23), the UK Proceeding is a “foreign 

proceeding” because it is a collective judicial proceeding governed by the Insolvency Act 1986, a 

law relating to insolvency or adjustment of debt, in which proceeding the Debtor’s assets and 

affairs are subject to the control or supervision of the UK Court for the purpose of liquidation.

27. The Foreign Representatives’ address in that capacity is:

Attn: Nicholas Wood, Colin Diss, and Michael Leeds

c/o Grant Thornton UK LLP

30 Finsbury Square

London

EC2A 1AG

United Kingdom

28. For purposes of this proceeding, the Foreign Representatives request that any 

correspondence be sent, in addition to the address provided above, to:

Attn: Edward H. Davis, Jr., Gregory Grossman, Nyana Miller, and Carolina Z. Goncalves

Sequor Law, P.A.

1111 Brickell Avenue, Suite 1250

Miami, Florida 33131

Parties to any U.S. Litigation in which the Debtor is a Party

29. The Foreign Representatives are not aware of any litigation pending in the United 

States in which the Debtor is a party. 

Entities Against Whom Provisional Relief is Being Sought Under § 1519 of the Code

30. The Foreign Representatives are not seeking provisional relief under § 1519 of the 

Bankruptcy Code.

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Statement Identifying Foreign Proceedings With Respect to the Debtor

31. Other than the UK Proceeding referenced hereinabove, the Foreign 

Representatives are not aware of any other foreign proceedings with respect to the Debtor. 

[This space has been intentionally left blank.]

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I, Colin Diss, declare under penalty of perjury under the laws of the United States of 

America, 28 U.S.C. § 1746, that I am the court-appointed Joint Liquidator for Holdwave Trading 

Limited and that, in such capacity, I have the authority to make this Declaration; that I have read 

the foregoing Declaration; and that the facts and matters alleged and contained herein are true and 

correct to the best of my knowledge and belief, based upon my own personal knowledge of the 

facts involved and upon my review of the available documents pertaining to Holdwave Trading 

Limited. 

Colin Diss - as Joint Liquidator for Holdwave Trading 

Limited in the UK Proceeding 

Signature Page to Declaration of Foreign Representative in Support of 

Chapter 15 Petition for Recognition of Foreign Proceeding 

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EXHIBIT 

1-A

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Case No:

CR-2021-MAN-000215

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS IN MANCHESTER

INSOLVENCY AND COMPANIES LIST (ChD)

BEFORE: DISTRICT JUDGE OBODAI

ON: 14 APRIL 2021

IN THE MATTER OF THE INSOLVENCY ACT 1986

AND IN THE MATTER OF HOLDWAVE TRADING LIMITED (IN LIQUIDATION) 

BETWEEN

NICHOLAS STEWART WOOD, COLIN DISS, AND MICHAEL THOMAS LEEDS 

(as Joint Liquidators of Holdwave Trading Limited (In Liquidation)) 

APPLICANTS

_________________________________________________________

ORDER

_________________________________________________________

UPON the application of Nicholas Stewart Wood, Colin Diss, and Michael Thomas Leeds (the “Liquidators”) as 

Joint Liquidators of Holdwave Trading Limited (In Liquidation) (“the Company”) dated 13 April 2021, made 

pursuant to Section 112 of the Insolvency Act 1986 (the “Application”)

AND UPON reading the First Witness Statement of Colin Diss dated 13 April 2021

IT IS ORDERED AND DECLARED that:

1. the Company is duly subject to creditors’ voluntary liquidation pursuant to the Insolvency Act 1986;

2. the Liquidators are validly and effectively appointed as joint liquidators of the Company;

3. the Liquidators have the powers in relation to the Company set out at Schedule 4 to the Insolvency Act 

1986;

4. the creditors’ voluntary liquidation of the Company is a collective insolvency proceeding, pursuant to a 

law relating to insolvency, in which the assets and affairs of the Company are under the control of the 

Liquidators subject to the supervision of the High Court of Justice of England and Wales, for the 

purpose of liquidation; 

5. the Liquidators are individuals authorised to administer the liquidation of the Company’s assets and 

affairs and to act as the representative of the Company in creditors’ voluntary liquidation; and

6. the Company’s centre of main interests is located in England and Wales.

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Case No:

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS IN MANCHESTER

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF THE INSOLVENCY ACT 1986

AND IN THE MATTER OF HOLDWAVE TRADING LIMITED (IN LIQUIDATION) 

BETWEEN

NICHOLAS STEWART WOOD, COLIN DISS, AND MICHAEL THOMAS LEEDS 

(as Joint Liquidators of Holdwave Trading Limited (In Liquidation)) 

APPLICANTS

_________________________________________________________

ORDER

_________________________________________________________

Service of the order

The court has provided a sealed copy of this order to the serving party:

Eversheds Sutherland (International) LLP

70 Great Bridgewater Street

Manchester

M1 5ES

REF: PARRYT/147153.000276

Tel.: 0161 831 8096 

Email: 

jamieleader@eversheds-sutherland.com

tomparry@eversheds-sutherland.com

Solicitors for the Applicants

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