Permitted assignees and early termination payments (Grant and others as Joint Administrators of Olympia Securities Commercial Plc (in administration)) v WDW 3 Investments Ltd and another [2017] EWHC 2807 (Ch))

Permitted assignees and early termination payments (Grant and others as Joint Administrators of Olympia Securities Commercial Plc (in administration)) v WDW 3 Investments Ltd and another [2017] EWHC 2807 (Ch))

The case of Grant and others as Joint Administrators of Olympia Securities Commercial Plc (in administration)) v WDW 3 Investments Ltd and another [2017] EWHC 2807 (Ch) considers the possibility that a purported assignee of a loan and associated swap and security interests could not rely upon the assignment or the security because of certain alleged defects in the way in which the documents were drafted and the timing of notices given under those documents.

Why is the case of interest?

The case will be of interest to anyone advising on or documenting the assignment of loan agreements and associated hedging documents; or considering the extent to which security, relating to the liabilities created under the same, can be relied upon by any assignee.

What were the facts?

The case concerned the fallout from the collapse of Allied Irish Bank Corporation Limited. After its collapse, Allied Irish, renamed Irish Bank Resolution Corporation Limited (IBRC) sold most of its loan portfolio.

IBRC had made a facility of £50m available to Olympia Securities Commercial Plc (OSC) pursuant to a facility agreement (the facility agreement). The loan and associated hedging arrangements (the swaps) together with a debenture (the debenture) securing the liabilities arising under the loan and swaps was sold by IBRC to LSREF III Wight Limited (LSREF) an investor vehicle.

Later LSREF appointed WDW 3 Investments Ltd (WDW) as its nominee to take title to the loan, the swap and the benefit of the debenture.

Pursuant to the portfolio sale agreement concluded between IBRC and LSREF the following further agreements were entered into:

  • all IBRC's rights under the facility agreement with OSC were assigned to WDW as LSREF’s nominee
  • by a security assignment deed (SAD), the debenture was assigned by IBRC to WDW who declared that it held the debenture on trust for itself and for IBRC
  • LSREF agreed with IBRC that all or any rights or

Subscription Form

Related Articles:
Latest Articles:

Already a subscriber? Login
RELX (UK) Limited, trading as LexisNexis, and our LexisNexis Legal & Professional group companies will contact you to confirm your email address. You can manage your communication preferences via our Preference Centre. You can learn more about how we handle your personal data and your rights by reviewing our  Privacy Policy.

Access this article and thousands of others like it free by subscribing to our blog.

Read full article

Already a subscriber? Login

About the author:

Meet Kate:

1. Banking & finance lawyer with experience in syndicated lending and project finance in London, Paris and Sydney

2. Likes yoga, DIY (although the output doesn’t generally reflect the input) and sunny climes

3. Thinks the law is very unlike how LA Law made it look

Kate is a solicitor specialising in banking and finance with particular emphasis on syndicated lending and project finance. She has acted for both borrowers and lenders on a wide range of finance transactions, often involving multiple jurisdictions.

Kate trained and qualified in the Debt and Derivative Securities team at Allen & Overy LLP. She later joined the Banking and Finance team at Freehills (now Herbert Smith Freehills) in Sydney. Most recently, she was in the Projects and Infrastructure team at Norton Rose LLP before joining LexisNexis. Kate is dual-qualified in England and Wales and New South Wales, Australia.