[2025] EWHC 2830 (Ch)

I turn now to consider the evidence in relation to the Cyan transaction.

There are two loan agreements between Cyan (as lender) and Orex (as borrower) being a loan agreement dated 12 October 2020, whereby Cyan agreed to provide Orex with a loan in the sum of £5,000,000 and a further loan agreement dated 30 April 2021 between Cyan and Orex whereby a further loan in the sum of £15,000,000 was provided. The security for the October 2020 and April 2021 loans included (i) fixed and floating security granted by GS2 to Cyan by a security agreement dated 13 November 2020, and (ii) fixed and floating security granted by General Consolidated to Cyan by a security agreement dated 30 Aprill 2021. As is clear from the loan agreements as well as from the security documentation, there is no reference therein to any other parties to the loan agreements or any other parties holding or having any interest in the benefit of security over the Orex Companies under the terms of the security arrangements. It is no part of the GM companies’ case that either the loan agreements or the security documentation expressly or by implication referred to either the ‘agent or loan manager’ or to the ultimate lenders, being according to Mr Flanagan, the members of the relevant syndicate.

The sums lent by Cyan to Orex were paid from a bank account either in the name of WSLL, or another Wilton Group company, to a bank account held by Orex or to a bank account held by GS2. On behalf of Cyan, it is accepted that another Wilton Group member forwarded the funds used for the purpose of the Orex Companies lending.