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

On 10 November 2020 a number of agreements were entered into.

First, the $440m CLN, by which SVF II Wyatt Subco (Singapore) Pte. Ltd. (“SVF II Wyatt”), an investment vehicle of SVF2, subscribed to $440 million in convertible loan notes issued by GCPL.

Second, the Omnibus Deed between GCPL, GCUK, SBG, Mr Greensill and SVF II Holdings (Singapore) Pte. Ltd. (“SVF II Holdings”), an investment vehicle of SVF2.

Third, the SBIA Undertaking between SBIA UK and SBG.

Fourth, the Sale and Purchase Deed dated 10 November 2020 (“the LG Fair Loss SPA”) under which GCPL (as trustee for the Lex Greensill family trust and as seller) sold to SBG, as purchaser, shares in GCPL. An amended and restated LG Fair Loss SPA dated 8 December 2020 was entered into whereby SBG agreed to a longer timeframe for absorbing the additional $50 million first loss and extended the crystallisation date to 15 May 2021.

Fifth, the Amendment Deed dated 10 November 2020 between GCPL and SVF Wyatt which amended the strike price of shares due to SVF Wyatt under a convertible loan note issued by GCPL in September 2019 to $1,974.75 from $2,385.10. Recital (C) to the Amendment Deed recorded that this amendment was made “In consideration for [SBG] … agreeing to submit redemption requests on a delayed timetable in relation to its US$1,500,000,000 investment in [the Subfund]”.

Sixth, the Letter of Undertaking under which GCPL and Mr Greensill agreed that GCPL would sell its corporate jets, failing which SVF2 would receive shares in GCPL.