Mr Close was chairman of the board at Vam. He and his family and friends were substantial shareholders in Vam. They wanted to have an interest in the Vamgas, but couldn't afford to pay for their full allotment of shares (about 433,800, worth $216,900), and/or didn't have enough other income to make use of the tax deductions to be had by subscribing. Mullens & Co stockbrokers knew about the offer (and had had other dealings with Vam) and was in the opposite situation, it had access to funds and had income which it could usefully offset with deductions, but had no particular interest in Vamgas. Close worked with Mullens on the following mutually beneficial arrangement.