PRINCE’S SQUARE GARDENS ASSOCIATION
WHO WE ARE
We are the freeholders and long leaseholders of Prince’s Square with access rights to Prince’s Square Gardens in our title deeds and the beneficiaries of the trust established to manage the Garden.
OUR OBJECTIVES
1. To ensure that no freeholder, long leaseholder nor resident of Prince’s Square is denied access to the Gardens.
2. To ensure that the Gardens are run on a not-for-profit basis and on the same basis as Leinster Square Gardens which is Prince’s Square Gardens’ twin. (link)
3. To ensure that the membership fee is kept at a level that makes it accessible to residents of Prince’s Square and to the wider community. It is currently far too high making it inaccessible to many.
Who Owns the Garden?
The Ornamental Gardens of Prince’s Square, under title deed no. NGL417841, is owned by a private limited liability company called Prince’s Square Gardens Limited, incorporated as a not for profit company in 1982.
Prince’s Square Gardens Limited’s shares are currently held by Kenny Cassillo, Wayne Moretto and Jalna Blake.
It is customary practise for directors of Community Interest Companies, CIC (and similarly structured not for profit companies) to each hold a share in the relevant company on trust for the benefit of their defined beneficiaries.
Our evidence confirms that the shares are indeed held by Wayne, Kenny and Jalna on trust for the benefit of the freeholders of Prince’s Square.
And we can see this in practice because the neighbouring garden operates in this way as a trust!
The Ornamental Gardens of Leinster Square Gardens, Prince’s Square Gardens’ twin, is owned under a similar trust structure with its shareholders/directors holding their respective shares as trustees for the benefit of their defined beneficiaries.
This is not a coincidence - for more information please see “Tale of Two Gardens” below.
What evidence do we have to claim that a trust exists?
(This is some but not an exhaustive list of evidence! Complete set of evidence in the Members Area)
The founding shareholder of the company, Anthony Mullen, a retired barrister, (shareholder/director 1982-1995) has stated that the purpose of creating the company in 1982 was to hold the Garden in trust with the shares being held in trust for the benefit of the long leaseholders and freeholders of Prince’s Square. His Witness Statement can be accessed in the Members Area (Get in touch to get access)
The Memorandum and Articles of the company at its foundation and until the current shareholders/trustees tried to sell the Garden in 2021, clearly stated that the purpose of the company was to be a not for profit company and the Garden could not be sold except to an entity with the same objectives – i.e. not for profit and in trust. [Link to the Articles and Memorandum prior to July 2021 - Here]
The shares have always been transferred to the next committee members at a nominal value of £1 for over 40 years.
Michael Foster a director and shareholder of the company (1997-2010) also confirms in his Statement of Truth that he and the other directors held the shares on trust. At that time, the other directors were Lionel and Jalna Blake. (Witness Statement can be accessed in the Members Area)
We have correspondence that evidences that Jalna and Lionel Blake were aware of the trust nature of their shareholding in 2005/2006 during the discussions with the owners of Pembridge Hall School who wanted to buy the Garden.
Kenny Cassillo commented and was quoted as saying that ‘he started as a volunteer and was nominated to become a Garden Committee member, a director and a shareholder’. The Garden’s website in 2021 had a historical section that linked to London Gardens and Parks Trust’s website. [https://londongardenstrust.org/conservation/inventory/site-record/?ID=WST086]
Lastly but not least, Leinster Square Gardens, the twin garden with the same structure, is still run as a trust and for the benefit of the freeholders of Leinster Square.
Tale of Two Gardens
‘Leinster is a pair with Prince's Square ’ London Gardens and Parks Trust
(https://londongardenstrust.org/conservation/inventory/site-record/?ID=WST056)
Leinster Square and Prince’s Square were developed by the same family – the Wyatts who were property speculators. The first Garden Committees to manage the two gardens on behalf of the residents were established at roughly the same time in the early 1860s. They managed the gardens under deeds from the head lessee and owners of the respective Gardens. Many of the notices for meetings were often sent with RSVPs to both a Prince’s Square and a Leinster Square address.
Princes Square Garden committee General Meeting invitation from 1949 with RSVP to Leinster Address (From Westminster archives) .
1960s - 1980s - Two paired gardens, same trajectory
In the 1960s, both Gardens entered into Transfer Agreements between the owners of the Gardens and the respective freeholders of the squares to enshrine the rights of access to their respective Gardens. The Transfer Agreements for both Gardens are almost identical, with the emphasis on the ‘quiet enjoyment’ of the Gardens. These contractual agreements are the basis of access rights to the Gardens regardless of who owns them. [Link to the title deeds of Ornamental Gardens here]
In the late 1970s, Anthony Mullen, barrister, explained that having been involved in establishing the company that now owns Leinster Square Gardens, he was asked by Prince’s Square residents, to do the same for Prince’s Square.
On 6th January 1982, therefore, he incorporated Prince’s Square Gardens Limited, as a not for profit company to hold the freehold title of the Ornamental Gardens. The title was transferred to the company on 12th March 1982 by Norfolk Capital Group Limited, owners at the time of a hotel on Prince’s Square, for the nominal consideration of £1. The shares of the company were held in trust on behalf of the freeholders of Prince’s Square through an association of freeholders that would be run in similar fashion as the Garden Committees had done for over a hundred years.
At this point, Leinster Square Gardens’ and Prince’s Square Gardens’ trajectories were going in the same direction.
2006 - 2014 - The demise of a diverse board of directors
Fast forward to 2006, and Prince’s Square was in financial difficulties and there was talk of Lionel Blake selling the Garden to the owners of Pembridge Hall School, Alpha Plus Group.
The stories of Lionel Blake’s ownership of the Garden had by this time developed into fanciful urban legends without any basis in fact – ‘he had won the garden at a card game of cards from the Duke of Westminster’ or ‘he had bought it for £1 from the council’.
Concerned that Alpha Plus Group was going to buy the Garden, Michael Foster, a shareholder and trustee and director, received legal advice on behalf of the Garden to confirm that the Memorandum of the company (it states the purpose/objective of the company) made it clear that the company had to be a not for profit and the Garden could not be sold except to another company with the same purpose and that the shares were held in trust. [For more information about this episode, see below School and Garden section].
In Prince’s Square, a new Garden Committee was formed and eventually some of the new members of the Garden Committee were nominated to be shareholders and directors and trustees in 2010 with Michael Foster and Lionel Blake resigning but Jalna Blake remaining. There were now 5 independent shareholders all holding one share, one of whom was Kenny Cassillo.
During this period 2006-2008, Leinster Square having realised that the trust nature of the shares and that the company’s corporate governance could be “captured’’ by a few individuals, moved to avoid such a situation by increasing the number of shareholder/trustees and by issuing a memo stating that the Association of Leinster Square Gardens was the beneficial owner of the shares of the company that owned their Garden even though the shares themselves were held in the name of those the Association nominated to be directors and shareholders. So, if you look up the shareholders of Leinster Square Gardens Limited you will see a dozen or so shareholders but none of them actually ‘own’ the shares. They in fact hold their shares as trustees. [Link to the Leinster Square Association Rules: Here]
This proved crucial to saving Leinster Square Gardens from being vulnerable because in 2009, the rules in the UK changed and companies were allowed to change their Memoranda by a vote of 75% of the shareholders. Prior to that, the Memorandum of a company could not have been changed. But the danger posed by the change of law was not understood for over 10 years.
Although both Gardens were running as not for profits and for benefit of the residents from 2006 to 2021, whilst Leinster Square Gardens reinforced and safeguarded their Garden through their corporate governance, Prince’s Square was left vulnerable to being “captured’ by a few individuals yet again.
Today, the Ornamental Gardens of Leinster Square is owned by Leinster Square Gardens Limited. It is run as a not for profit with the shareholders as trustees and maintained for the benefit of the Leinster Square freeholders who are represented by the Association of Leinster Square (Garden Committee).
Unfortunately, by 2021, Princes Square Gardens Limited was left with only 3 shareholders, 2 of which are married to each other.
The Potential Sale - How did the events unfold?
By 2014, only Kenny and Wayne, who are married, and Jalna Blake, ex wife of Lionel Blake, were left as shareholders/trustees with Kenny and Wayne holding 2 shares each, contrary to the Articles of the Company at that time.
(Kenny Cassillo and Wayne Moretto from Daily Mail article)
In May 2021, Kenny and Wayne tried to sell the Garden for their own benefit for £5million. However, the Memorandum and Articles of the Company did not allow them to do so.
Unfortunately in 2009, the updated Companies Act changed the law and memoranda could now be changed by a majority of the shareholders. This is something that Anthony Mullen, the founder of the company, could not have foreseen because until then the Memorandum would have protected the Garden and kept it as a not for profit.
When Kenny and Wayne were challenged as to their ability to sell the Garden for their own benefit, they proceeded to take advantage of the 2009 Companies Act which allowed them to change the purpose of the company and they changed the articles in July 2021.
A change in the Articles cannot however change the ownership of a company.
The trust arrangements are still in place regarding the share ownership and as trustees, Kenny and Wayne have a fiduciary duty to the beneficiaries being the freeholders of Prince’s Square.
The rights of access to the Garden are in the title deeds of the Garden, meaning that 69 freehold buildings in Prince’s Square have an automatic right of access whoever owns the Garden and that whoever owns the Garden must maintain the Garden and allow that access.
The Garden and Pembridge Hall School
By the late 1990s, the Garden was facing financial challenges. With many freehold buildings converted from residential use to hotels, income just from the residents was no longer sufficient to cover maintenance costs. To provide much-needed funds, access was granted to Pembridge Hall School (owned by the Alpha Plus Group Limited, now part of the Inspired Group) for use of the Garden.
By 2005, however, the Garden had become run down. Heavy use by the school, combined with under-investment in maintenance, left it in a dilapidated state. The Garden was in a precarious financial position, with debts of £15,000 owed to Lionel Blake, a long-standing shareholder and trustee.
[Photo from screenshot of PSGL website 2021 - State of the garden when schools were using it]
In early 2006, Alpha Plus proposed to purchase the Garden for the value of the debt – for £15,000! Legal advice was sought by Michael Foster, a shareholder and trustee, on behalf of the Garden and it was established that the Garden’s shares were held in trust for the benefit of the freeholders and long leaseholders of Prince’s Square. Crucially, it was also determined that the Garden could only be sold to a not-for-profit company that would manage it for the benefit of the Square’s residents and freeholders.
Alpha Plus presented a proposal consistent with these principles, offering to hold the Garden in trust within a not-for-profit structure. However, at a Garden Committee meeting on 16th November 2006, this proposal was rejected and a new Garden Committee was formed to secure the Garden’s future independently. The school’s access was not renewed, and the wider community rallied to restore the Garden. Donations funded replanting and the construction of a new playground.
In 2010, four new independent members of the Garden Committee were appointed to the board of directors and as shareholders/trustees of the company and Lionel Blake and Michael Foster stepped down. In the years that followed, new trustees and committee members joined, but by 2021 only three remained: Jalna Blake, Kenny Cassillo, and Wayne Moretto.
In May 2021, when Kenny and Wayne attempted to sell the Garden for personal gain, they were successfully opposed by a community-led campaign, Friends of PSG. However, in the process, large legal debts were incurred in the Garden’s name by Kenny and Wayne. To recoup their losses, and with no prospect of being able to sell the Garden (given it has no commercial value when 69 buildings have access rights), Kenny and Wayne have given access to the Garden to Alpha Plus for their schools, but Alpha Plus already holds a long-standing access arrangement for their schools with another nearby garden - Pembridge Square Gardens.
Alpha Plus Group Limited has recently been acquired by the Inspired Group, and now trades under the Inspired name, but it is still the same corporate entity that was fully aware of the Garden’s trust ownership structure in 2006.
The Association is deeply concerned that revenue from this arrangement may not be used for maintenance and improvement, nor for fulfilling the Garden’s covenant to provide access to residents and freeholders. This concern has been proven justified by the fact that the Garden’s website for membership and access to the Garden have not been updated since the school started using the Garden in the 2023 Autumn Term.
Out of date Website with applications for 2023 - Screenshot captured on November 2025
How can you help?
Are you a long term resident in the area? Please could you go through your emails and correspondence with the Garden. We have correspondence going back to the early 1980s but every letter and email adds to our understanding. Please send anything you find however inconsequential it might seem to info@psgassociation.org
Were you ever asked to donate to the Garden? Did you give a donation? If yes, please could you email us with the correspondence?
Sign up for updates and to be kept informed.
What are the next steps?
The Association’s solicitors have sent a Letter Before Action to the shareholders to inform them that the Association will be taking legal action against them in their individual capacity as trustees.
