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

The seventh defendant, GL, is a company incorporated in England and Wales. It was wholly owned by GCUK, which originated and administered the Fairymead Notes.

GCUK (incorporated in England) was itself wholly owned by GCPL, the parent company of the Greensill Group. GCUK functioned as the main operating company and trading entity for the Greensill Group companies in the UK. It provided financial support and management for the wider Greensill Group.

GCUK’s account was nominated as the buyer’s account for the RPA (see further below).

GCUK was placed into administration on 8 March 2021.

GCPL was a non-trading holding company which raised debt and equity, including from the SoftBank Group. GCPL was placed into voluntary administration in Australia on 9 March 2021 and entered liquidation on 22 April 2021.

Finance was provided to certain entities in the Katerra Group through the GCUK-originated Fairymead Note Programme.

The directors of GL at all material times were Mr Alexander Greensill (known as Lex Greensill) and Mr Alastair Eadie (both of whom were also directors of GCUK). According to GL’s annual report and financial statements for the year ended 31 December 2019, GL’s ultimate controlling party in the opinion of its directors was Mr Greensill. It was common ground that Mr Greensill’s knowledge, intentions and purposes are to be imputed to GL.

GL operated as a special purpose vehicle, without any employees of its own. It entirely delegated its management and administration to GCUK pursuant to the terms of the Participation Agreement (described further below). GL came to be used solely for the purpose of acting as a counterparty to the Katerra Group to provide finance through the Fairymead Note Programme.

GL entered into creditors’ voluntary liquidation on 30 July 2021, on the basis that it was unable to pay its liabilities as they fell due and was accordingly insolvent.

The Greensill Group was founded by Mr Greensill. It focused on the provision of supply chain financing and related services. GCUK performed a central treasury function for the Greensill Group.

The Greensill Group offered corporate groups alternative models to raise working capital and finance their operations. It did so by selling securitised notes to investors such as the SCF Subfund under pre-arranged programmes.

In addition GCPL had acquired and operated a German bank, Greensill Bank AG (“Greensill Bank”), which was regulated by the Federal Financial Supervisory Authority in Germany (“BaFin”).