The appellants, Michelle McEnroe and Miranda Newman, were sole shareholders in Kingly Care Partnership Limited, holding one ordinary share each.

On 25 October 2013 they entered into a share sale and purchase agreement agreeing to sell the shares to Active Assistance Finance Limited. The agreed price was £8m, subject to a working capital adjustment and an earn out.

At completion, the amount required to redeem a loan owed by the company to Allied Irish Bank (GB) was £1,080,990.68. On completion, this amount was settled by the buyer’s solicitors.

The buyers’ solicitors transferred £6,918,121.06 to the appellants’ solicitors on 28 October 2013.

After the appellants’ solicitors had deducted professional fees for the sale, the appellants each received £3,337,835.44. A further £145,045 was paid on 3 February 2014, after the buyer and the appellants reconciled the working capital adjustment.

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