Greensill Capital (UK) Limited: company record and 2016–2019 accounts

analysisGreensill Capital (UK) Limited (GCUK) is a private limited company registered at Companies House under number 08126173. It was incorporated on 2 July 2012 under the name Greensill Capital Management Company (UK) Limited and has carried its present name since 18 July 2012. Companies House records its nature of business as SIC 64999, financial intermediation not elsewhere classified, and its status as "In Administration": on 8 March 2021 the High Court (Mr Justice Michael Green) made an administration order on the application of its sole director, Alexander David Greensill. The court recorded that Credit Suisse and the Peter Greensill Family Trust, notified as lenders, consented, that the Bank of England did not intend to exercise its powers and that Credit Suisse Asset Management, appearing for the noteholders, did not oppose. GCUK's administration is registered as case 000435 of 2021; the judgment, [2021] EWHC 700 (Ch), was issued under the number of the parallel case of Greensill Capital Management Company (UK) Limited, CR-2021-000436. On 4 September 2026 the High Court extended both administrations to 7 September 2028, and the administrators intend to end them by conversion to creditors' voluntary liquidations, insolvent liquidations in which the creditors can nominate the liquidator. The registered office was moved on 22 March 2021 from One Southampton Street, Covent Garden, London WC2R 0LR to 4 Hardman Square, Spinningfields, Manchester M3 3EB, and on 15 November 2021 to 11th Floor Landmark, St Peter's Square, 1 Oxford Street, Manchester M1 4PB; since 20 May 2025 the address has been recorded as care of Grant Thornton UK Advisory & Tax LLP at the same building. ^{1 2 3 4 5 6}

analysisGCUK also appears in three other official registers. The Financial Conduct Authority told the chair of the House of Commons Treasury Committee in a letter of 4 May 2021 that GCUK had been registered since 6 May 2014 as an "Annex 1" firm under the Money Laundering Regulations, so that the FCA supervised it only for compliance with anti-money laundering rules. That registration regime is different from authorisation under the Financial Services and Markets Act, and GCUK's wider activities, including supply chain finance origination (arranging finance under which a client's suppliers are paid early) and employer salary advance schemes, were not regulated by the FCA; after GCUK entered administration the FCA decided, for the time being, not to cancel the registration. The Global Legal Entity Identifier Foundation (GLEIF) gives GCUK legal entity identifier 2138004D9J9DZUANAI93, first registered on 16 October 2014 and validated against Companies House number 08126173, with the previous legal name Greensill Capital Management Company (UK) Limited. Its registration status is "LAPSED" because the renewal due on 28 March 2025 was not made, and in place of parent relationship records it shows reporting exceptions for the direct and ultimate parent. The Solicitors Regulation Authority's register lists "Greensill Capital (UK) Limited (in administration)", head office in Manchester (SRA organisation number 605096), as an organisation where an SRA-regulated solicitor works, marked "Not regulated by an approved regulator for legal services": the company appears there as the workplace of an in-house solicitor, not as a regulated law firm. ^{7 8 9 10}

analysisGCUK filed full accounts at Companies House for the year to 31 December 2017 on 6 July 2018, for 2018 on 9 October 2019 and for 2019 on 13 January 2021. No later accounts or confirmation statement have been filed: the register shows the accounts to 31 December 2020, which were due by 30 September 2021, as overdue, and the last confirmation statement is dated 2 July 2020, the next one (statement date 2 July 2021) having been due by 16 July 2021. In the months before the administration the company changed its constitution three times. The Companies House filing index records a resolution adopting articles of association with a statement of the company's objects on 9 November 2020, a resolution altering the articles with new memorandum and articles on 18 November 2020, and a further resolution altering the articles, with new memorandum and articles and a statement of objects, on 5 March 2021. The index does not show what the resolutions changed, and the resolutions and articles themselves have not been reviewed. ^{1 2 3 4}

analysisThe register also records the end of the board. On 16 March 2021, after the administration had begun, forms TM01 (notices that a director's appointment has ended) were filed terminating the directorships of William Crothers with effect from 4 February 2021 and of Sean Denis Robson-Hanafin, Bartholomeus Gerardus Joannes Ras, Neil Albert Garrod, Divya Sara Eapen and Alastair Kenneth Eadie with effect from 12 February 2021. A second-filed TM01 for Sean Denis Robson-Hanafin was registered on 26 March 2024, and the officer list now gives 20 December 2020 as the end of that directorship. On 25 June 2026 a TM01 was filed terminating the appointment of Alexander David Greensill as a director with effect from 17 June 2026. The officer list now records 20 officers and 20 resignations, so no director or secretary of the company is shown as currently appointed. ^{2 5 6 4}

analysisDuring the administration GCUK filed a statement of affairs (form AM02, the statement of the company's assets and liabilities at the start of the administration) on 11 June 2021, notice of the establishment of a creditors' committee (form COM1) on 3 August 2021 and the result of a meeting of creditors (form AM07) on 28 August 2021. The administrations of GCUK and of Greensill Capital Management Company (UK) Limited (GCMC) were extended repeatedly after their first year. According to the administrators' progress report filed on 10 October 2026, the period was extended by creditors' consent to 7 March 2023, then by the court for 24 months to 7 March 2025 and, by order of 18 March 2025, for 18 months to 7 September 2026; GCUK filed the corresponding notices of extension (form AM19) on 17 February 2022, 17 March 2023 and 19 March 2025. The administrations did not end on 7 September 2026: according to the same report, the High Court extended them on 4 September 2026 for a further 24 months to 7 September 2028, and GCUK filed a further notice of extension on 16 September 2026. ^{5 7}

analysisSaffery Champness LLP audited GCUK's accounts for 2017, 2018 and 2019 and reported each year that they gave a true and fair view of the company's affairs and of its profit for the year. Its report on the 2018 accounts is dated 1 July 2019, and its report on the 2019 accounts 26 May 2020, four days after the directors signed their report for that year on 22 May 2020. An earlier auditor is named in a disclosure by GCUK's administrators: Grant Thornton was the appointed auditor in 2013, resigned as auditor in July 2015 without undertaking the 2014 audit, and in 2014 provided VAT and other tax advice to GCUK for fees of about £90,000. ^{1 2 3 4}

analysisThe 2017 accounts compare a profitable year with a loss-making 2016. Revenue rose to $115.9 million from $42.1 million, and $103.8 million of it came from supply chain finance products. The operating result moved from a loss of $57.4 million in 2016 to a profit of $34.5 million in 2017, and the result after tax from a loss of $54.4 million to a profit of $31.9 million. At 31 December 2017 total assets were $368.9 million (2016: $152.6 million), total liabilities $270.1 million (2016: $117.7 million) and net assets $98.8 million (2016: $34.9 million); no dividend was paid. In the strategic report the directors explained that the 2016 administrative expenses of $99.5 million (2017: $86.1 million) included one-off impairments on historic loans, and said that after a strategic decision in early 2016 to improve the quality of the portfolio they did not expect the large losses of 2016 to recur. That is the directors' own explanation; the accounts do not itemise the impairments or identify the loans concerned. ^{2 3}

analysisFor 2018 GCUK reported revenue of $233.6 million, 101% more than in 2017, made up of $112.5 million from supply chain finance products and $121.1 million of other income; administrative expenses of $193.5 million; an impairment charge of $13.3 million after the adoption of the IFRS 9 accounting standard; and a profit after tax of $33.3 million. At 31 December 2018 total assets were $277.7 million, total liabilities $148.7 million and equity $129.1 million, and again no dividend was paid. In 2019 revenue reached $419.6 million: $209.8 million from Europe, the Middle East and Africa (2018: $77.1 million), $176.2 million from the Americas (2018: $102.8 million) and $33.6 million from Asia Pacific (2018: $53.7 million). After impairment expenses of $47.3 million the operating profit was $37.5 million and the profit after tax $31.8 million. At 31 December 2019 total assets were $682.3 million, including $251.1 million of cash and $281.7 million of financial assets, against total liabilities of $527.0 million, leaving net assets of $155.3 million. For the group as a whole, the National Audit Office's July 2021 report relays Greensill's own figures: $143 billion of financing provided in 2019 to more than eight million customers and suppliers in more than 170 countries, and, for the year to 31 December 2019, global revenues of over $475 million, an operating profit of more than $52 million, total assets of more than $5.3 billion and net assets of $440 million. The NAO did not audit these figures, and the consolidated accounts of the parent, Greensill Capital Pty Limited, are not in the record. ^{3 1 5}

analysisGCUK raised equity by issuing shares for $37.8 million in 2016 and $32.0 million in 2017, including 320,000 ordinary dollar shares of $0.01 each issued at $100 per share on 29 September 2017; its share premium account stood at $134.8 million from the end of 2017 to the end of 2019. In 2019 GCUK contributed $5,326,000 to the Greensill Capital Employee Benefit Trust, a contribution recognised as a distribution directly in reserves and shown as a financing cash outflow. At 31 December 2019 trade and other payables were $448.8 million, including $219.5 million owed to fellow group undertakings and $197.3 million of accruals. The chief executive's statement in the accounts attributed the rise in current liabilities from $149 million to $513 million mainly to increases of $189 million in amounts due to fellow group undertakings and $168 million in accruals. ^{1 2}

analysisGCUK reported no employees other than its directors in 2017, 2018 and 2019, and the 2019 accounts state that the directors were paid by another group company. Key management personnel, including all directors, received $1,994,705 in 2016, $3,815,171 in 2017, $1,929,131 in 2018 and $14,643,229 in 2019 for their services to the company; most of this was paid by a fellow group company and recharged to GCUK as a management fee. The 2019 accounts attribute the increase to a doubling of the size of the executive team, the granting of share options and what they call the outstanding performance of the business. During 2019 a member of the key management personnel lent GCUK $25,000,000, and the loan was fully repaid within the year; the accounts do not identify the lender or state the purpose, terms or interest of the loan. ^{2 1 3}

analysisThe related-party notes record the balances and charges between GCUK, its parent Greensill Capital Pty Limited and the parent's other subsidiaries. At 31 December 2017 the parent owed GCUK $136,396,264, whereas a year earlier GCUK had owed the parent $16,256,362, and GCUK owed $238,881,818 to the parent's other subsidiaries. In 2017 those fellow subsidiaries charged GCUK management fees of $29,070,698, mainly for salaries, bonuses, travel and accommodation, the parent charged $1,967,300, and GCUK charged the parent $4,724,977 in interest. In 2018 the fellow subsidiaries charged management fees of $58,731,997, mainly for employee costs, the parent charged $5,122,945 and GCUK's own subsidiaries $210,000, while GCUK charged the parent $2,266,310 of interest; at 31 December 2018 the parent owed GCUK $50,553,731 and GCUK owed $30,452,731 to fellow subsidiaries. In 2019 group undertakings charged GCUK management fees of $212.7 million (2018: $67.1 million). At 31 December 2019 they owed GCUK $12.7 million (2018: $50.7 million), while GCUK owed them $219.5 million (2018: $30.5 million) plus $15.1 million of accrued fees. The 2019 accounts also record $9,000 of property rent paid to a member of key management personnel, $78,000 of revenue from an entity under common control of a member of key management personnel and $369,000 of administration services bought from an entity under common control. ^{1 2 3}

analysisAfter selling its shareholding in Greensill Bank AG to Greensill Capital Pty Limited in 2018, GCUK held contingent convertible loan notes issued by the bank worth $3,965 thousand at the end of 2018; at the end of 2019 it held contingent convertible loan notes and silent participations in the bank, a related party, worth $13,404 thousand, after a revaluation gain of $2,035,000 in 2019. In 2017 GCUK acquired 11,936,000 C shares in "GAM Greensill SCF SCSp" (GAM Greensill Supply Chain Finance Fund SCSp) in exchange for assuming a matching payment obligation of $1,207,438,000; the shares and the obligation were offset under the IAS 32 accounting standard, so that their net carrying value was nil. In 2019 GCUK subscribed a further $681,000 in the fund on 13 May and $25,000,000 on 19 June; the $25,000,000 was redeemed on 17 December 2019, leaving investments in subsidiaries of $793 thousand at the year end. Notices published on 21 March 2022 in Luxembourg's electronic register of companies and associations (RESA) record that the fund's shareholders decided on 2 March 2021 to put it into voluntary liquidation, and a company-data aggregator summarising the Luxembourg register records the partnership as dissolved on 15 December 2022. ^{3 2 1 4 5}

analysisAt the end of 2018 GCUK held derivatives valued at $25,000 thousand, consisting of a warrant (a right to acquire shares) over the shares of another company, valued with a model. At the end of 2019 it held derivatives of $51,561 thousand, relating to an equity warrant and foreign exchange forward contracts, and trading assets of $213,318 thousand held for a short time before distribution to investors. The accounts also measure what GCUK's continuing involvement in assets it had transferred to unconsolidated structured entities (separate vehicles not included in GCUK's own accounts) cost it: the cost of providing insurance and credit default swaps for the end investors and the charge for expected credit losses on those assets came to $55.3 million in 2019 (2018: $18.7 million) and $71.8 million cumulatively. GCUK had no contractual obligation to repurchase any of the transferred assets. ^{3 2}