FL-2022-000014 - [2025] EWHC 2631 (Ch)

On 23 December 2020 SVF II Wyatt, SVF Wyatt and GCPL entered into an “Amendment Deed”, being the Amended $440m CLN.

The recitals to the Amended $440m CLN recorded that on 10 November 2020, GCPL had entered into the $440m CLN, and the Amendment Deed with SVF Wyatt (defined in the Amended $440m CLN as “Vision Fund I”).

Clause 2 provided:

“On and from the date of this Deed, paragraph (c) of Condition 3 of Schedule 2 of the November 2020 Convertible Loan Note Instrument shall be modified by deleting the words “86,713 new F Shares” and replacing them with the words “141,218 new F Class Shares”.

Clause 3 related to the Amendment Deed between GCPL and SVF Wyatt which had provided for an increase in the strike price of shares due to SVF Wyatt under a convertible loan note issued by GCPL in September 2019. Clause 3 provided for the amendment to Recital (C) of the Amendment Deed.

On 23 December 2020 the Amended Omnibus Deed was entered into by GCPL, GCUK, SBG, Mr Greensill and SVF II Holdings.

Recital (B) to the Amended Omnibus recorded that the parties had agreed to amend the Omnibus Deed entered into on 10 November 2020.

Under clause 2, the amendment to the Omnibus Deed was set out in Schedule 1, which contained an amended and re-stated copy of the Omnibus Deed.

The Amended Omnibus Deed included a change to clause 3, which now provided that:

“To the extent a Greensill Group Company, after 10 November 2020: (i) recovers any amounts to which it or any other Greensill Group Company is entitled under the Katerra Programme from any other party other than SoftBank Vision Fund LP, Vision Fund II or SoftBank; or (ii) receives as consideration any equity interest or instruments convertible into an equity interest in Katerra Inc., Greensill and Greensill UK shall procure that such Greensill Group Company promptly remits any such amounts, equity interest or instruments convertible into an equity interest to Vision Fund II.”