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

On 30 December 2020 GL and SVF II Abode entered into the TA. By this GL agreed to transfer the 762,144 shares in Katerra Cayman it had received under the CEA to SVF II Abode.

The Recitals to the TA recorded that GL had received 762,144 Series A Preferred Shares in Katerra Cayman under the CEA also concluded on 30 December 2020.

Clause 1 of the TA provided for the transfer of the Katerra Cayman shares held by GL to SVF II Abode (defined as “SVF II”):

“Transfer of Shares. Effective immediately upon receipt thereof, Greensill hereby transfers, assigns and delivers to SVF II, and SVF II hereby accepts from Greensill, the Shares (the “Transfer”). Greensill acknowledges that from and after the completion of the Transfer on the Effective Date, Greensill no longer owns any Shares and, with respect to any such Shares that it held prior to the Effective Date, Greensill no longer has any rights whatsoever, as a shareholder of the Company or otherwise”.