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

SVF1 held a significant economic interest in the Greensill Group through investments in and loans to GCPL.

In May 2019, SVF1 invested c. $800 million in GCPL, in the form of (i) Convertible Loan Notes (“CLNs”) with a combined principal of c. $527 million, and (ii) the remaining amount in the form of common equity shares. The equity purchase took SVF1’s equity ownership of GCPL to 9.9%, being less than the 10% equity ownership which would trigger regulatory consequences regarding equity control of Greensill Bank.

SVF1 made further investments in GCPL in September and October 2019 through its investment vehicle SVF Wyatt (Singapore) Pte Ltd (“SVF Wyatt”). These consisted of (a) a CLN with a principal value of c. $180 million issued on or around 23 September 2019 to SVF Wyatt; (b) a conditional Sale and Purchase Agreement (“SPA”) dated 18 October 2019 by which SVF Wyatt invested c. $444 million in GCPL in exchange for 186,136 G Class Shares in GCPL, with the transfer of those subject to BaFin approval; (c) a conditional SPA dated 18 October 2019 by which SVF Wyatt invested c. $16 million in GCPL in exchange for 7,152 G Class Shares in GCPL, with the transfer of those shares subject to BaFin approval; and (d) a conditional SPA dated 6 November 2019 by which SVF Wyatt invested c. $30 million in GCPL in exchange for 12,675 G Class Shares in GCPL, with the transfer of those shares subject to BaFin approval.

Representatives of SBIA (Mr Cheung, Mr Fan and Ms Chan) attended GCPL Board meetings from time to time as Board observers pursuant to contractual rights granted to do so.