Claim No. CFI 046/2023
ENF 022/2023
ENF 023/2022

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

GTC TRADING S.A.

Claimant

and

(1) HAZEM ABDOLSHAHID MAHMOUDI RASHED
(2) H.M.R. INVESTMENT HOLDING LTD

Defendants

(1) ROYAL VIEW TRADING DMCC
(2) ROYALTY BUSINESS MANAGEMENT DMCC
(3) HALA MANSOUR
(4) FAM REAL ESTATE BROKER LLC
(5) FAMCO VACATION HOMES RENTAL LLC

Respondents

---

ORDER WITH REASONS OF H.E. JUSTICE ROBERT FRENCH

---

UPON the Orders of H.E. Justice Sir Jeremy Cooke dated 28 November 2023 and 30 November 2023, finding the First Defendant in contempt of Court and debarring the Defendant from making applications to the Court (the “Contempt Orders”)

AND UPON the Order of H.E. Justice Sir Jeremy Cooke dated 18 January 2024 (the “Order for Sale”)

AND UPON the Order with Reasons of H.E. Justice Robert French dated 18 June 2025 (the “18 June 2025 Order”)

AND UPON the Claimant’s Application No. ENF-022-2023/15 dated 11 December 2025, seeking an amendment to paragraph 8(a) of the Order for Sale, for Court approval of the Share Purchase Agreement and costs (the “Claimant’s Application”)

AND UPON review of all documents and submissions on the Court file

IT IS HEREBY ORDERED THAT:

1. Paragraph 8(a) of the Order for Sale shall be amended to permit payment by the Agent of sums due to the Claimant to Al Khashlok International FZCO on the Claimant’s behalf. Accordingly, paragraph 8(a) of the Order for Sale shall be amended to provide as follows:

2. The sale of HMR Shares by the Claimant to City Mirror SPV Holdings Limited on the terms set out in the Share Purchase Agreement dated 31 October 2025 between the Claimant (as Seller), City Mirror SPV Holdings Limited (as Buyer) and Al Khashlok International FZCO (as recipient of payment on the Claimant’s behalf), is approved.

3. The First Defendant shall pay the Claimant’s costs of the Claimant’s Application (to be assessed if not agreed). The costs shall be recoverable by the Claimant and may be paid by the Agent from the proceeds of sale pursuant to paragraph 8 of the Order for Sale (as amended).

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 30 January 2026
At: 4pm

SCHEDULE OF REASONS

Introduction

1. The Claimant has filed an application ENF-022-2023/15 dated 11 December 2025. The Claimant seeks approval of a Share Purchase Agreement and a variation of the Order for Sale.

2. The First Defendant has made a last-minute application ENF-022-2023/17 seeking an order that the Contempt Orders be purged and lifting the debarring order imposed as a consequence of that contempt.

The Claimant’s Application

3. On 11 December 2025, the Claimant issued an Application for an order that:

The date attributed to the Order for Sale was mistaken, as it was 18 January 2024. Nothing turns on that error which is obvious enough.

Procedural history

4. The procedural history is set out in the Reasons for the Orders which I made on 18 June 2025.

5. So that these Reasons may be self-contained, that procedural history is reproduced below.

6. On 31 January 2023, the Dubai Commercial Court of First Instance sent a letter to the Chief Justice of the DIFC Courts asking the Court to attach and execute against the assets of the First Defendant a judgment up to the execution amount of AED 67,502,449,45 in favour of GTC (the “Execution Letter”).

7. An application by GTC to enforce the judgment was issued on 1 February 2023. That was Claim No. ENF-022-2023. The total amount of the award including agreed costs and interest and allowing a credit for payment made was USD 24,295,562.07.

8. On 3 February 2023, Justice Cooke made an order recognising and declaring enforceable the Dubai judgment as a judgment of the DIFC Court pursuant to Articles 5(1)(e) and 7(4)- (5) of the Judicial Authority Law. He also granted ex parte a Worldwide Freezing Order (the “Freezing Order”) against the First Defendant and the Second Defendant, which was designated as the ‘Notice Party’. The First Defendant was a shareholder of the Second Defendant. Justice Cooke also granted an Interim Charging Order over the First Defendant’s shares in the Second Defendant. The Charging Order was made in proceedings designated Claim No. ENF-023-2023.

9. The Interim Charging Order was continued as a Final Charging Order on 20 March 2023. On 6 July 2023, GTC issued a Part 8 claim for enforcement of the Final Charging Order by sale of the HMR Shares.

10. On 25 September 2023, the First Defendant applied, by Applications ENF 022-2023/3 and ENF 022/2023/4, to set aside the Enforcement Order and discharge the Freezing Order and the Final Charging Order. On 27 October 2023, GTC applied, in ENF-022-2023 for an order referring the Defendants to the Attorney-General for review and consideration of committal for contempt for non-compliance with asset disclosure requirements of the Freezing Order. An application for alternative service was also filed on 31 October 2023. On 9 November, the First Defendant applied for the hearing, which was then listed for 22 November 2023 to be vacated. That application was refused by the Order issued on 14 November 2023.

11. By a Consent Order issued on 25 September 2023 all proceedings under Claim Nos. ENF- 022-2023, ENF-023-2023 and CFI-046-2023 were consolidated. The parties consented to an order that the Claim No. CFI-046-2023 should be heard at the same time as the First Defendant’s Application to Set Aside the Enforcement Order and to discharge the Charging Order and the Freezing Order.

12. On 28 November 2023, following a hearing on 22 November 2023, Justice Cooke found the Defendants to be in contempt of court for failing to comply with the terms of the Freezing Order relating to disclosure of assets and failing to provide convincing reasons for their non- compliance. The Order was in the following terms:

13. On 19 December 2023, Justice Cooke refused the Applications to set aside the Enforcement Order, the Freezing Order and the Final Charging Order. In his reasons for refusing the Applications, Justice Cooke observed that the First Defendant was in contempt of court which remained unpurged. He addressed an argument about jurisdiction which had been put forward by the First Defendant’s Counsel based on the terms of the Execution Letter from the onshore Dubai Court. Justice Cooke, at paragraph 10 of his Reasons, characterised the First Defendant’s position on jurisdiction as involving the proposition that the jurisdiction of the DIFC Court to recognise and enforce a judgment of the onshore Dubai Court is limited to the scope of that judgment and the terms of the Execution Letter. He held that the requirements of jurisdiction for execution in the circumstances of the case were met by the existence of the onshore Dubai Judgment for payment of a monetary sum which was final and enforceable in Dubai as well as the DIFC. As to the argument that there was another judgment of the onshore Execution Court which found that no execution in Dubai should be levied against the First Defendant’s shares in the Second Defendant, Justice Cooke observed that it was by no means clear whether that was the decision taken by the Court of Appeal in the context of execution and if it was, what the basis was. In any event, it was of no relevance because any such decision would be procedural and not substantive. It could not create res judicata or issue estoppel for the purposes of enforcement of the substantive judgment of the onshore Dubai Court, or this Court, in the DIFC.

14. As to the Execution Letter, it could not possibly have been the intention of that Letter to restrict enforcement to cash or its equivalent if there was real property or other moveable property owned by the First Defendant.

15. Justice Cooke refused the First Defendant’s Application for a Stay.

16. On 22 December 2023, the First Defendant applied for permission to appeal against dismissal of his Application. That was listed for hearing on 28 May 2024. Also listed for hearing on that day was the question what further sanctions should be imposed on him for his contempt of court.

17. On 18 January 2024, Justice Cooke made a number of further orders, including an order that:

18. Justice Cooke made orders creating and vesting in the Claimant title to the HMR Shares in the form of full legal ownership and directed the Registrar of Companies to record the Claimant as 100% shareholder in the official records. The Registrar was also directed to replace the directors and company secretary of the Second Defendant with a single director and another single company secretary of the Claimant’s choosing.

19. Justice Cooke specified powers to be conferred on the Agents to assist them in the proper discharge of the functions for the conduct of the sale. They were to apply the proceeds of sale to pay the costs and expenses of effecting it, to discharge any charges or other securities over HMR Shares taking priority over the Final Charging Order and, out of the remaining proceeds, to pay to the Claimant the outstanding amount due to it and the balance, if any, into Court.

20. On 27 May 2024, upon the Claimant’s Application dated 21 May 2024, Justice Cooke joined Royal View Trading DMCC, Royalty Business Management DMCC, Ms Hala Reffat Mohamed Mansour, FAM Real Estate Broker LLC and FAMCO Vacation Homes Rental LLC to the proceedings. They are the five Respondents.

21. The Respondents were required by the Orders to provide information on affidavit relating to monies received from the Defendants.

22. A Worldwide Freezing Order was made on the same date against the first three named Respondents, Royal View Trading DMCC, Royalty Business Management DMCC and Ms Mansour. The Order was made ex parte.

23. Under the terms of the Freezing Order, the named Respondents were not to:

There were other orders requiring the disclosure of the named Respondents’ assets worldwide exceeding USD 10,000.

24. On 30 May 2024, Justice Cooke dismissed the First Defendant’s Application for Permission to Appeal the set aside dismissal order. On 13 September 2024, Chief Justice Zaki Azmi dismissed the First Defendant’s renewed Application for permission to appeal that order.

25. On 16 September 2024, the Conflict of Jurisdiction Tribunal of Dubai issued a decision in Application No. 1 of 2024 confirming that the DIFC Courts have jurisdiction to execute against the HMR Shares and that the Dubai Courts shall cease perusal of requests relating to the Second Defendant.

26. On 16 September 2024, following the Second and Third named Respondents’ Application to discharge the Worldwide Freezing Orders and Disclosure Orders, Justice Cooke ordered that the Orders be continued on the same terms as before. The Second and Third named Respondents were ordered to pay the Claimant’s costs of the Discharge Application.

Orders made by H.E. Justice Sir Jeremy Cooke on 18 January 2024

27. Two Orders were made by Justice Cooke on 18 January 2024. The first Order was in the following terms:

28. By the second Order issued on the same date, Justice Cooke refused a Stay Application filed by the Defendants in the following terms:

The 18 June 2025 Order

29. On 18 June 2025, I made the following orders:

The Claimant’s Application for Court approval of the Share Purchase Agreement — Evidence and Submissions

Seventh Witness Statement of Kareem Bessisso dated 10 December 2025

30. Mr Bessisso is an Associate at Al Tamimi & Company, which is the legal representative of the Claimant. His statement was made in support of the Claimant’s Application. In his statement he set out the procedural background leading up to and including the Order of 18 June 2025.

31. On 31 October 2025, a Share Purchase Agreement was concluded between the Claimant as Seller and City Mirror SPV Holdings Limited, an ADGM entity as Buyer.

32. It is convenient to set out the terms of the concluded Share Purchase Agreement and the terms of an Escrow Agreement concluded on 31 October 2025, which is also referred to in Mr Bessisso’s statement. Both documents were exhibited.

The terms of the concluded Share Purchase Agreement

33. The terms of the concluded Share Purchase Agreement as set out in Mr Bessisso’s affidavit at [49] to [61] are reproduced below.

49. A Share Purchase Agreement was concluded on 31 October 2025 between the Claimant, as seller, and City Mirror SPV Holdings Limited, an ADGM entity, as buyer (“City Mirror”, or “Buyer”) (the “SPA”) [KAB12/33/333-368]. Capitalised terms used but not defined in this section are defined in the SPA.

50. Clause 2 of the SPA [KAB12/33/340-341] provides for the sale and purchase of all 50,000 issued shares in the Second Defendant effective from the Completion Date, being the date on which:

51. Clause 3.1 of the SPA [KAB12/33/341] provides that the total consideration for the purchase of the HMR Shares is AED 145,000,000 (one hundred and forty five million Arab Emirates Dirhams) (the “Sale Consideration”), of which:

52. Pursuant to clause 3.4 of the SPA [KAB12/33/341], the “receipt of the Sale Consideration (including the Deposit, the Debt Payment Manager’s Cheque and the Balance Sale Consideration Manager’s Cheque) by the Escrow Agent pursuant to the terms of the SPA”.

53. Several categories of fees are required to be paid by the Buyer and the Seller from the Sale Consideration held in escrow prior to Completion under the terms of the SPA and the Escrow Agreement. These include:

54. The Buyer DLD Levy and other miscellaneous fees, costs or expenses levied by the DLD or a property registration trustee in relation to the process required to obtain the NOC from the DLD will not be paid from the Sale Consideration, but rather from a separate Top-Up Payment made by the Buyer into escrow, pursuant to clauses 3.2 [KAB12/33/341] and 4.7 [KAB12/33/343] of the SPA.

55. Clause 4 of the SPA [KAB12/33/342] contains several key conditions that must be satisfied for the transaction to proceed to Completion, including that:

56. Following the Approval Order, the SPA allows for no more than 40 Business Days within which:

57. Following the steps outlined above and pursuant to clause 4.4 of the SPA [KAB12/33/342], on the 41st Business Day following the Approval Order, the Parties must complete the filings and the corresponding payments with the DLD to obtain the NOC in relation to the transfer of the HMR Shares from the First Defendant to the Claimant, and from the Claimant to the Buyer.

58. Clause 6 of the SPA [KAB12/33/344] provides that Completion is to take place in accordance with the terms of the SPA and the Escrow Agreement on the same Business Day on which the NOC is issued by the DLD (the “Completion Date”).

59. On the Completion Date, the parties are required to convene a Completion Meeting, which may be held in person or virtually, or at such other time or place (including virtually) as the parties may agree in writing. Each party must ensure that all individuals necessary to effect Completion are present at the Completion Meeting. At that meeting, the sequence of events set out in Schedule 1 to the SPA [KAB12/33/353] is to occur. In particular, the Seller is required to perform the obligations set out in Part A of Schedule 1, the Buyer must perform the obligations set out in Part B of Schedule 1, and both parties must date and execute the Completion Statement, in the form prescribed in Schedule 6 [KAB12/33/368], for delivery to the Escrow Agent.

60. Several categories of fees are required to be paid by the Agent from the Sale Consideration held in escrow following Completion under the terms of the SPA and the Escrow Agreement (as costs of sale pursuant to paragraph 7(a) of the Order for Sale [KAB12/4/29-30]). These include:

61. Pursuant to Clause 11 of the SPA [KAB12/33/347], the inclusion of Al Khashlok as party to the SPA is for the limited purpose of receiving payments on behalf of the Claimant. This is because the Claimant does not maintain a bank account.

The terms of the Escrow Agreement

34. The terms of the Escrow Agreement are outlined in [62] to [66] of Mr Bessisso’s witness statement.

35. The processes and steps to be undertaken under the Share Purchase Agreement up to and following completion were set out in a table which is Appendix 1 to the Witness Statement and these Reasons. Mr Bessisso also referred to what is described as the Permission Order made on the same day as the Order for Sale, which refused the First Defendant’s Application for a stay of enforcement pending his failed Applications for permission to appeal.

36. Mr Bessisso’s statement also addressed the request for an amendment to paragraph 8(a) to permit the sums payable to the Claimant under that provision to be paid instead to Al Khashlok International FZCO (“Al Khashlok”), an affiliate of the Claimant, on the Claimant’s behalf. The proposed amendment would direct the agent accordingly. This would enable the agent to make payments to Al Khashlok in satisfaction of the Claimant’s entitlement while preserving the requirement that such sums be applied in discharge of the amounts due to the Claimant under the Order for Sale. The stated reason for the amendment was that the Claimant does not maintain a bank account and was therefore unable to receive payment by way of a manager’s cheque or bank transfer.

The First Witness Statement of Nathan Stubing dated 10 December 2025

37. Natham Thomas Kirkham Stubing is the Managing Director of Teneo (DIFC) Limited (“Teneo”), the agent appointed by this Court to conduct the sale of the First Defendant’s shareholding in the Second Defendant.

38. Mr Stubing is a registered insolvency practitioner in the DIFC and in the ADGM and in Australia. He has over 19 years of restructuring and insolvency experience and has acted as a Court-appointed receiver in the DIFC Courts and in the ADGM Courts.

39. He was appointed as agent with conduct of the sale of the Shares pursuant to paragraph 3 of the Order of Justice Cooke made on 18 January 2024, as amended by my Order made on 18 June 2025.

40. Mr Stubing referred to paragraphs 3, 5, 7 and 8 of the Order for Sale.

41. The Claimant engaged Continental Global Commercial Brokers LLC (“Continental”) to broker a sale of the HMR Shares. Mr Stubing did not engage them but he understood that they are well-established and regarded real estate brokers based in Dubai. He was provided with a Commercial Brokerage Services Agreement dated 21 February 2025, executed between the Claimant and Continental which he had reviewed.

42. In a letter dated 16 April 2025 he acknowledged the appointment of Continental as a “professionally qualified person” to assist the Claimant with the sale of the HMR Shares. He stated in the letter that:

“Subject to any decision by the DIFC Courts or advice received by me to the contrary, I consider that a success fee due to Continental, as specified in the terms of a share purchase agreement between the buyer of the HMR Shares and GTC, is considered a cost of effecting the sale pursuant to paragraph 7(a) of the Order.”¹

He remains of that opinion.

43. Continental introduced the proposed buyer of the HMR Shares, City Mirror SPV Holdings Ltd (“City Mirror”).

44. Mr Stubing was not involved in the marketing and sale campaign conducted by Continental but he understood from the witness statement of Mustafa Al Mallahi dated 10 December 2025 (which is referred to below) that Continental led an extensive marketing campaign resulting in several parties expressing interest in the HMR Shares and that following negotiations with interested parties, the Claimant ultimately entered into a contract with City Mirror.

45. Mr Stubing then referred to his obligations in relation to the application of the proceeds of sale pursuant to paragraphs 7–8 of the Order for Sale as amended.

46. The Share Purchase Agreement entered into between the Claimant and City Mirror makes use of an escrow account mechanism to hold the proceeds of sale of the shares up to and following the completion of the transaction.

47. The particulars of the escrow account are detailed in the Escrow Deed dated 31 October 2025, entered into between the Claimant, City Mirror, Teneo and Titanium Financial Limited. The latter company is designated the ‘Escrow Agent’. Following completion, the Escrow Agent may only act on Mr Stubing’s sole instructions to effect distributions from escrow. This is pursuant to clause 4.4 of the Escrow Deed.

48. The Claimant wanted to include in the Escrow Deed a schedule of indicative payments to be made in accordance with paragraphs 7 and 8 of the Order and requested that Mr Stubing prepare a schedule, numbered Schedule 7, for inclusion in the Escrow Deed.

49. Mr Stubing described Schedule 7 as indicative only, non-binding and non-exhaustive or creating any obligation on him to make any payment for any amount under paragraphs 7 and 8 of the Order for Sale. In this context he referred to clause 4.6 of the Escrow Deed.²

50. Mr Stubing said that he would make the final determination of payments to be made pursuant to paragraphs 7 and 8 of the Order for Sale once the sale of the HMR Shares under the Share Purchase Agreement had been completed and the sale proceeds are available to him for disbursement from escrow. The costs assessment process being undertaken by Clarion Solicitors would also have to have been completed.

51. For the purposes of producing Schedule 7, Mr Stubing gave preliminary consideration to how the proceeds of sale should be distributed in accordance with the Order for Sale and he included in his statement some comments in that respect.

52. He initially assumed a payment date of 20 December 2025 but came to the view at the time of his statement that payment would likely be delayed beyond that date.

53. He exhibited an updated Schedule 7 to his statement with an assumed payment date of 30 January 2026. Clause 4.6 of the Escrow Deed applied to the attached updated Schedule 7 in the same way as it applied to the original Schedule 7 attached to the Escrow Deed.

54. The terms of the Share Purchase Agreement and the Escrow Deed contemplated payments due to the Claimant under paragraphs 7 and 8 of the Order for Sale being paid directly to a nominee of the Claimant, Al Khashlok. The reason for such payments being made directly to Al Khashlok were explained at paragraphs 61 and 71 of the Seventh Witness Statement of Kareem Bessissoi, which he had reviewed.

55. Mr Stubing informed the Claimant of his opinion that under paragraph 8(a) of the Order for Sale he is required to make payments directly to the Claimant rather than to any nominee of the Claimant. He understands that the Claimant seeks to address that point and by this Application, in conjunction with other matters, obtain the Court’s approval for payments that would ordinarily be made to the Claimant to be made directly to Al Khashlok. In the event that approval is forthcoming from the Court, he will make the payments directly to Al Khashlok.

56. Mr Stubing did not directly engage with any parties to assist with the sale of the shares as such a large portion of what may be payable by him as a ‘costs of sale’ under paragraph 7(a) of the Order for Sale had been incurred by the Claimant. The Claimant had provided him with a ledger of costs and supporting documents to consider for payment as ‘costs of sale’ under paragraph 7(a) of the Order.³

57. Mr Stubing requested the Claimant to refer the proposed costs to independent costs assessors, namely Clarion Solicitors, based in Leeds, England for initial review and filtering. Those findings would be subject to his detailed review, determination and, if applicable, payment. At the time he signed his Witness Statement, the costs assessment exercise was under way.

58. Mr Stubing was not aware of the First Defendant or any other party having made any claim regarding priority charges or other costs that might be payable in priority to the Claimant’s charge over the Shares pursuant to paragraph 7(b) of the Order for Sale. The Claimant’s legal representatives, Al Tamimi & Company had provided him with an Information Request issued by the DIFC Registrar of Securities as at 6 May 2025 confirming that there were “no encumbrances/charges/liens/mortgages” registered against the HMR Shares.⁴

59. Subject to this Court’s approval of the terms of the proposed sale, Mr Stubing would be requesting updated information from the DIFC Registrar of Securities nearer to the date of transfer of the shares to City Mirror and shortly before making any payment of funds to the Claimant or its nominee. He will proceed on the basis that no amounts are payable to any party under paragraph 7(b).

60. Mr Stubing stated that the amounts payable to the Claimant pursuant to paragraph 8(a) of the Order for Sale was made up of three components:

61. Mr Stubing then set out his calculation of the Judgment Debt payable to the Claimant according to Schedule 7, the First Costs Order, the Second Costs Order and the costs payable under paragraph 8(b). He also referred to the calculation of the Third, Fourth and Fifth Costs Orders.

62. The amounts payable to the Claimant under any further costs orders issued against the First Defendant and the calculation of interest arising from those would be dealt with by Mr Stubing in accordance with the terms of those costs orders and likely in a similar manner to the other costs orders.

63. After effecting the payments contemplated by paragraphs 7, 8(a) and 8(b) of the Order for Sale, Mr Stubing will contact the DIFC Courts’ Registrar and request account details for the payment of any surplus amounts into Court pursuant to paragraph 8(c) of the Order for Sale. He is expecting a surplus of somewhere in the region of AED 19,000,000 to AED 23,000,000. Upon receipt of the Court’s account details, Mr Stubing will transfer any surplus remaining to the Court and advise the DIFC Courts’ Registrar of the transfer.⁶

First Witness Statement of Mustafa Al Mallahi dated 10 December 2025

64. Mr Al Mallahi is a Manager and Partner at Continental, the commercial brokerage firm appointed in respect of the marketing and sale of the First Defendant’s shareholding in the Second Defendant. Mr Al Mallahi claims extensive experience in the Dubai real estate sector through his role as a partner and owner of Continental.

65. Mr Al Mallahi set out what he called “the principal factors” informing the value of the HMR Shares. Their positive valuation was driven almost entirely by the real estate assets known to be owned by the Second Defendant, being 62 residential flats in two premium Dubai developments. He exhibited copies of title deeds for all 62 flats. These comprised 32 flats in City Walk Building, held entirely in the Second Defendant’s name and 30 flats in the Polo Residence Building A3, of which the Second Defendant holds 99% of the area, with the remaining 1% held by the First Defendant’s son.⁷

66. The Claimant had instructed Savills in March 2025 to prepare an independent desktop valuation of the assets. The assessed aggregate value of the City Walk Building units was AED 130,100,000 and the Polo Building units AED 41,700,000, giving a total combined valuation of AED 171,800,000. Mr Al Mallahi set out the methodology, assumptions and supporting data relied upon by Savills in an exhibit to his statement.

67. Other factors operating to suppress, diminish or materially qualify the value, which would introduce a level of uncertainty and risk from the perspective of any prospective purchaser, were identified:

68. Mr Al Mallahi said that:

69. Mr Al Mallahi also made the point that there is no clarity on the extent of any unregistered rental arrangements that the First Defendant has entered into in respect of the City Walk Building units. The First Defendant or his associates have been renting the City Walk units. Mr Al Mallahi said he was told as much by the building security on 4 June 2025.

70. The third named Respondent, occupies one of the City Walk Building units under an Ejari- registered tenancy and pays only AED 30,000 per annum for a four-bedroom flat. This is said to represent approximately 5% of the market rental value. Any purchaser would be constrained by a 20% statutory rental-increase cap, meaning that it would take many years to bring the rent to market levels.

71. The Real Estate Assets were said to be subject to substantial outstanding service charges, amounting to approximately AED 1,734,412 as at 20 October 2025.¹⁰

72. There remained uncertainty surrounding the finality of the sale given the requirement for Court approval and the risk of further objections or interventions by the First Defendant.

73. The Claimant does not have access to the Second Defendant’s tax records, including its Federal Tax Authority login details or account information, nor to the Second Defendant’s utility login details.

74. The Claimant was also unaware of what liabilities might sit within the Second Defendant and was only willing to provide an absolute minimum level of warranties or representations regarding the value of the HMR Shares, the condition of the underlying assets or the financial state of the Second Defendant more generally.

75. In Mr Al Mallahi’s opinion these matters materially suppress the value of the HMR Shares and would reasonably be expected to lead any prospective buyer to discount their valuation in light of the risks and uncertainties inherent in the transaction.

76. Despite that, an agreement for the sale was signed including a total consideration of AED 145,000,000 which is, in his opinion, a very good sale value when all matters are taken into account.¹¹

77. Mr Al Mallahi also referred to the imposition of fees on the transfer of the HMR Shares, imposed pursuant to Dubai Executive Council Resolution No (30) of 2013 on Approving the Fees of the Land Department. The fee for registering a real property sale contract is 4% of the value of the sale contract.

78. While the present transaction involves a transfer of shares rather than a direct transfer of title, DLD policy is that a change in the ultimate controlling individuals of a property owning entity constitutes a real property disposition for fee purposes. Accordingly, it requires payment of the 4% transfer fee on the value of the underlying real estate. A 4% levy would be payable on each leg of the transfer, namely the transfer of the HMR Shares from the Second Defendant to the Claimant and the subsequent transfer from the Claimant to the buyer. The overall transaction will attract an aggregate DLD levy of 8%.¹²

79. Mr Al Mallahi then outlined steps taken by Continental in the marketing and sale of the HMR Shares. Those steps covered the marketing strategy, including the targeted outreach carried out through an investor network, the expressions of interest received, the principal challenges encountered during the process and the deal ultimately secured. He said he had personal knowledge of the information as he had led the marketing and other solicitation process.

80. It is not necessary for present purposes to set out all the processes to which Mr Al Mallahi adverted. He identified a number of prospective purchasers who ultimately did not proceed with the acquisition of the shares. The ultimate purchaser revised its initial letter of interest, amending its purchase value after conducting initial due diligence and identifying perceived risks relating to the transaction. Negotiations between the Claimant and the purchaser, Abdullah Al Ajaji, ultimately led to the agreement which is presently before the Court.¹³

Objection made by the First Defendant, Hazem Rashed

Sixth Witness Statement of Hazem Rashed dated 18 December 2025

81. The First Defendant submitted to the Court a lengthy Sixth Witness Statement dated 18 December 2025 objecting to the proposed sale on a variety of grounds. He alleged that the proposed sale would constitute an irreversible and disproportionate enforcement step unsupported by a final court certified debt figure, disregarding ongoing recoveries under the supervision of the Dubai Execution Court and failing to reflect fair market value in a demonstrably booming Dubai real estate market. Further, the proposed enforcement proceeds as if no third-party shareholder exists in the Polo residence assets, notwithstanding that such third-party ownership is not subject to the judgment and cannot lawfully be prejudiced by enforcement measures directed solely at the First Defendant. This outline, set out in paragraph 5 of the First Defendant’s Sixth Witness Statement, is sufficient to indicate the nature of his intervention, which was elaborated in 80 paragraphs.

Eighth Witness Statement of Kareem Bessisso dated 25 December 2025

82. Following the lodgment of the First Defendant’s Sixth Witness Statement, Mr Bessisso lodged an Eighth Witness Statement dated 25 December 2025. He outlined aspects of the factual and procedural background, including the following relevant facts:

Second Witness Statement of Nathan Stubing

83. Mr Stubing filed a Second Witness Statement, also in response to the First Defendant’s Sixth Witness Statement. He engaged shortly with the factual aspects of the First Defendant’s claim relating to the amount payable to the Claimant and recoverable by the Claimant.

Seventh Witness Statement of Hazem Rashed dated 30 December 2025

84. The First Defendant filed a Seventh Witness Statement dated 30 December 2025. He accepted that by Justice Cooke’s Order he was “…debarred from participating in certain applications while contempt remained unpurged”.¹⁶ He complained that the Claimant’s repeated invocation of the debarring order was used “as a blunt instrument to shut down any scrutiny of the proposed enforcement sale, regardless of fairness, valuation, or proportionality”.¹⁷ The debarring order, he asserted, did not and could not relieve the Court of the duty of being satisfied that the terms of sale were “appropriate”. He reasserted that the proposed transaction is “..irreversible, disproportionate, and unsupported by a fair and current market valuation, particularly in the context of a demonstrably booming Dubai real estate market.”¹⁸ He set out various reasons for his alleged inability to comply with the WFO at the time required for disclosures to be made under that Order. These were said to include his detention and imprisonment for approximately three months in Dubai arising from enforcement steps initiated by the Claimant in the Onshore Courts and a throat cancer which required intensive chemotherapy and medical treatment over a prolonged period. He claimed, during significant periods, to have been physically incapable of speaking, let alone preparing affidavits, reviewing financial materials or coordinating disclosure. He claimed to have taken steps to purge his contempt and to liaise with his legal advisors to prepare the required disclosure affidavit. He claimed that an affidavit was in fact being prepared on his instructions but could not be finalised or sworn because he was under restricted hospital visitation, his condition prevented meaningful participation and the process was overtaken by procedural developments and subsequent orders.¹⁹

85. He accepted that it might now be too late to purge contempt formally but the existence of past contempt did not justify the conclusion that every subsequent objection he raised was dishonest, tactical or abusive — particularly where his objections went to price, valuation and fairness, matters squarely within the Court’s supervisory remit.²⁰

Consideration and Conclusion

86. The First Defendant has mounted what appears to be a last ditch attempt to delay the enforcement of the judgment that has been outstanding for many years. He does so in the face of an order made by Justice Cooke on 22 November 2023, the terms of which have been set out earlier in these Reasons.

87. Justice Cooke’s Order is not qualified by reference to any participation in these proceedings by the Defendants other than in relation to “the question of whether the Court has prima facie jurisdiction to make the Enforcement Order, the Freezing Order and the Charging Order”. The Order made by Justice Cooke was the basis for my Order of 18 June 2025 dismissing the First Defendant’s application of 30 April 2025 seeking to stay the ongoing enforcement proceedings before the DIFC Courts. That Order continues to take effect according to its terms and is not to be circumvented by the First Defendant’s appeals to the duty of the Court in determining whether or not to approve the Share Purchase Agreement.

88. On the evidence of Mr Bessisso, Mr Stubing, and Mr Al Mallahi and having regard to the terms of the Share Purchase Agreement and the Escrow Agreement as outlined by Mr Bessisso, I am of the opinion that the steps taken to market the shares were appropriate, that they attracted market interest and that the risks associated with the purchase of the shares were reflected in the responses of particular prospective purchasers and ultimately the agreed share sale price.

89. The role of the Court in determining whether to approve the particular sale agreement is limited. It is a safeguard to ensure that reasonable steps have been taken to attract a reasonable price for the shares — a price within the range of a reasonable estimate of value.

90. In making my assessment for the purpose of determining whether to approve the sale, I accept as credible the evidence relied upon by the Claimant which was sufficient to enable me to be satisfied that reasonable steps had been taken to obtain a reasonable price.

91. While these Reasons have noted the objections raised by the First Defendant, they do not provide any compelling reason to withhold the Court’s approval of the sale. In any event, the First Defendant is disqualified from intervention, at this stage, by reason of the continuance of the Committal Order made on 22 November 2023.

92. I will make the Orders sought by the Claimant.

Enforcement proceedings in Dubai Court of First Instance Commercial Division

93. The Registry, on Tuesday, 13 January 2026, informed the Court that the Dubai Courts intended to provide the DIFC Courts with an update in relation to enforcement proceedings in those Courts by the Claimant against the First Defendant by the end of the week. Subsequently a letter dated 16 December 2026 was provided to the Registry of this Court. The letter was addressed “To whom it may concern” and was signed by the Head of Execution Settlements, Mr Yaqoub Mohammed Ahmed Al-Hammadi. The letter, as appeared from a English language translation provided by the Registry of this Court related to amounts of AED 4,254,198 and AED 9,946,201.45 owed to the Claimant as “execution applicant” in those proceedings. It advised that the Execution Judge had issued a decision on 19 November 2025 to proceed with the execution by selling the First Defendant’s share in listed real estate properties and units. Reference was made to two properties. They were:

94. By a decision of the Execution Judge dated 10 December 2025, bids submitted for the sale of the First Defendant’s shares in the two apartments had been accepted and the proceeds deposited into the Court Treasury following a transfer of ownership of the units at the relevant real estate registration authority.

95. On 19 January 2026, the First Defendant sent an email to the Court drawing attention to what he described as “an important procedural development arising in the related onshore execution proceedings before the Dubai Courts.” A record of a decision concerning satisfaction of the judgment debt which had appeared on the Dubai Court website on 16 January 2026 was attached.

96. This Court invited the Claimant to make any written submission in relation to those decisions on notice to the First Defendant on or before close of business on Friday, 21 January 2026.

97. By an email provided on Friday, 23 January 2026 the Claimant first set out in summary form the contents of the “To whom it may concern” letter. In addition to the matters already referred to, that summary noted that Unit 3109 had been sold for AED 1,346,553 and Unit 3110 for AED 617,894. A decision had been taken by the Dubai Execution Court that following the transfer of the ownership to the highest bidder, the auction proceeds would be deposited into the Execution Court’s Treasury. It also referred to a decision made by the Dubai Execution Court on 1 December 2025 authorising Emirates Auction to finalise processes for the auctioning of Unit 13F-B-06 Empire Heights B (estimated value recorded as AED 1,964,909.48) and to initiate auction processes in respect of Unit 5709, Burj Khalifa. The Claimant also pointed out that the letter confirmed that it had been issued upon the request of the First Defendant without any responsibility on the part of the Dubai Execution Court.

98. By way of comment, the Claimant drew the Court’s attention to paragraph 28(b)–(g) of the Eighth Witness Statement of Kareen Bessisso, which provided as follows:

99. In his Tenth Witness Statement dated 28 January 2026, Mr Bessisso said that paragraph 28(c) of his Eighth Witness Statement was incorrect. The Armada Towers and Empire Heights properties were known to the Dubai Execution Court as early as 2019. Information relating to them was therefore accessible to the Claimant in the onshore proceedings. He apologised for the error. His firm had been instructed in the onshore enforcement proceedings only in or around early 2023. He was therefore not aware at the time of all assets which had been attached by the Dubai Execution Court prior to that date. It remained correct, however, that the first time those properties were disclosed by the First Defendant in these DIFC proceedings was on 18 December 2025 in the Sixth Witness Statement of Hazem Rashed.

100. The First Defendant provided the Court with a screen shot of the Dubai Court’s ePortal including what was designated as ‘Decision No 333 dated 16 January 2026’.

101. As summarised by the Claimant, this document included at page 1, a translated screen shot of an extract from the Request and Decisions tab of the Dubai Courts ePortal in respect of the ongoing Onshore execution proceedings against the First Defendant. The screen shot shows:

102. The Claimant noted that the screenshot further included at pages 2-6 an extract of entry 315 and its corresponding decision number 333 together with an English translation of them, being the matters referred to at paragraph 4(d)–(e) above.

103. The Claimant again drew the Court’s attention to paragraph 28(b)–(g) of the Eighth Witness of Kareen Bessisso. In addition, the Claimant made the following further comments:

104. The information now provided to this Court in relation to enforcement proceedings in the Dubai Courts does not affect the approval of the agreement to sell the HMR Shares. That enforcement proceeding is well advanced and should not be further delayed. Any excess of the proceeds of sale over the outstanding judgment debt appears to have been covered by the existing sale orders. The Claimant has made what amounts to an undertaking as to the proceeds of the sales of properties ordered by the Dubai Execution Court. If any further directions are needed in this respect, there is leave to apply for such directions pursuant to paragraph 9 of the Order made by Justice Cooke on 18 January 2024 as amended by my Order of 18 June 2025.

105. Such directions may relate to the application of the proceeds. There is no reason for further delaying the approval of the agreement for sale.

Appendix 1

DEFINITIONS

Unless otherwise defined in this document, capitalised terms shall have the meaning set out in the share purchase agreement between the Buyer and the Seller (“SPA”).