Greensill Bank AG and its role for Greensill Capital (UK) Limited

analysisGreensill Bank AG is a German bank that belonged to Greensill Capital (UK) Limited (GCUK) until December 2018. At 31 December 2017 GCUK held 100% of the bank's shares and voting power, and its accounts listed the bank, with Germany as its country and banking as its activity, and Greensill Capital Securities Limited as its wholly owned subsidiaries; the carrying value of GCUK's investments in subsidiaries was then $58,986 thousand. During 2018 GCUK subscribed for a further 497,512 shares in the bank at €40.20 per share, and on 14 December 2018 it transferred its investment to Greensill Capital Pty Limited for €40.20 per share, so that its list of subsidiaries at 31 December 2018 no longer included the bank, which the 2018 accounts describe as a former subsidiary sold to Greensill Capital Pty Limited during the year; the High Court in [2026] EWHC 639 (Ch) describes the bank as another subsidiary of Greensill Capital Pty Limited. GCUK kept a financial interest in the bank: contingent convertible loan notes worth $3,965 thousand at the end of 2018 and, at the end of 2019, 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. ^{1 2 3 4}

analysisGCUK's 2019 accounts list Greensill Bank AG among the group's other trading companies, alongside Finacity Corporation and Earnd (UK) Limited, and thresholds tied to the bank appear in the record of SoftBank's investments in the group parent. When SoftBank Vision Fund L.P. invested about $800 million in Greensill Capital Pty Limited in May 2019, its equity ownership of the parent reached 9.9%, below the 10% level that would have triggered regulatory consequences for equity control of Greensill Bank AG, as the High Court recorded in [2025] EWHC 2631 (Ch). After Lex Greensill asked SoftBank on 23 December 2020 for a $1.5 billion bridge facility, minutes of the parent's board of 31 December 2020 record that SoftBank declined but would consider an equity investment of up to $250 million alongside other investors, noting that crossing a 50% equity threshold would require it to consolidate Greensill Bank AG, 'a red line'. When it made the administration order for GCUK, the court noted that the Bank of England had confirmed it did not intend to exercise its powers although the group included Greensill Bank AG. ^{4 5 6 7}

analysisThe High Court in [2026] EWHC 639 (Ch) described GCUK as funded partly by advances from Greensill Bank AG and partly by securitisation, in which receivables and their related rights were assigned to a Luxembourg note-issuing vehicle whose notes were bought by third-party investors, many of them through Credit Suisse Virtuoso SICAV-SIF. According to the joint administrators, GCUK, the group's main trading entity, used bespoke IT platforms to buy working capital and supply chain receivables and sold them, or notes backed by them, generally within 24 hours to financial institutions, specialist funds and Greensill Bank AG. One of the software items developed for GCUK, the Decision Engine, recommended which obligors' assets could be sold to which investor, for example Airbus assets to Greensill Bank or Credit Suisse, using current exposure and headroom under insurance, investor and concentration limits. Note 28 to GCUK's 2019 accounts states that GCUK kept first losses on assets transferred directly to Greensill Bank AG, similar to the small interests it sometimes kept through first losses on assets transferred to the structured entities it sponsored but did not consolidate. Figures that Lex Greensill gave the Treasury Committee, reproduced in its report of 20 July 2021, show Greensill Bank buying 6%, 7% and 11% of Greensill's total asset flow in 2018, 2019 and 2020 but 0% of its future receivables in 2018 and 73% in both 2019 and 2020, the Committee noting that Greensill switched from selling future receivables mainly to other investors to selling them mainly to Greensill Bank. The figures were supplied by Lex Greensill and cover Greensill as a whole rather than GCUK alone, the record contains no independent check of them, and the copy of the written evidence shows 87% instead of the report's 89% for the 2020 share of total flow sold to other investors. ^{1 2 3 4 5 6}

analysisService level agreements between GCUK and Greensill Bank AG, quoted in [2024] EWHC 3068 (Comm), described their working relationship as a long-term business partnership concerned mainly with the bank's refinancing of the supply chain finance business that GCUK acquired with commercial customers, with GCUK providing 'trust holdings' to the bank, and stated an 'at-arms-length principle' under which the two could operate as separate businesses that 'are not a group of companies'. In the parallel policy structure described by the Commercial Court in that judgment of 3 December 2024, each insured risk had a 'master' policy naming GCUK as insured and a 'parallel' policy naming Greensill Bank AG; GCUK, as servicer for the bank, originated the financings, arranged and paid for the cover and made the disclosures and representations to insurers, paying the substantive premium while the bank's policy required only a nominal $1 and had no deductible. In the policies underwritten by Insurance Australia Limited through its authorised representative BCC Trade Credit Pty Ltd, first agreed in 2017 and renewed in 2019, the Parallel Policy was between BCC and Greensill Capital Pty Limited with Greensill Bank AG, and Credit Suisse Virtuoso SICAV-SIF, whose notes the insurance credit-enhanced, was a loss payee under it, with an indemnity claim against GCUK if the policy failed to respond because Greensill Capital Pty Limited or the bank had breached it ([2025] EWHC 1380 (Ch)). Credit Suisse Asset Management's investor Q&A of 15 December 2022 likewise states that its funds were named as loss payees on policies under which Greensill entities such as Greensill Bank AG were the insured, and that claims had to be submitted by the policyholder, Greensill Bank. ^{7 8 1 9}

analysisUnder an agreement of 14 July 2020 the bank advanced €90 million to GCUK; GCUK's administrators reported in their proposals of April 2021 that part of the collections from GCUK's trade assets might be subject to a claim by the bank arising from that agreement and that they were taking legal advice on its validity, and the later progress report in the record does not state how the claim was resolved. The bank was also the intended channel for the 'Secondary Trade' that the group arranged with Credit Suisse Virtuoso SICAV-SIF on 31 December 2020, under which GCUK, via Greensill Bank AG, was to buy all the outstanding Fairymead Notes ($439,999,710 notional) for settlement on 14 January 2021; the trade was cancelled on 7 January 2021, the High Court finding in [2025] EWHC 2631 (Ch) that the group lacked the resources to perform it, and the notes all defaulted on maturity in March and May 2021. GCUK's statement of affairs as at 8 March 2021 lists Greensill Bank AG among its group creditors for 32,705,156.43, as printed in a schedule whose amount column is marked in pounds sterling. ^{2 10 11 12}

analysisThe Treasury Committee reported that the Prudential Regulation Authority received limited information from BaFin, the German financial regulator, in March 2020 suggesting a 'possible weakness in controls' at Greensill, which the Bank of England did not then pass to HM Treasury, and that the potentially serious nature of Greensill's financial difficulties became apparent to PRA supervisors in October 2020, with a much stronger concern from BaFin about Greensill Bank AG; that information reached HM Treasury on 3 November 2020. Sam Woods, Deputy Governor of the Bank of England, told the Committee that BaFin's concerns in March 2020 were about systems and controls rather than the solvency of the bank, that BaFin later gave reassurance on which the Bank put some weight, and that the Bank did not pass the information on at that time because it conveyed less serious concerns than the October information and did not add materially to concerns about Wyelands and its relationship with the GFG Alliance that the Bank was already sharing with HM Treasury. According to GCUK's administrators, the bank's exposure to the GFG Alliance drew increased attention during 2020 from the Auditing Association of German Banks and BaFin, which opened an investigation focused on the concentration of the bank's lending to GFG and set conditions ultimately requiring that exposure to be reduced; this is the administrators' account in their April 2021 proposals, and BaFin's own decisions and the terms of its conditions are not in the record. BaFin required the group on 8 December 2020 to accelerate the reduction of its GFG exposure and on 5 January 2021 blocked withdrawals by the group from the bank ([2025] EWHC 2631 (Ch)); in March 2021 BaFin filed an insolvency application for the bank, and the district court in Bremen appointed Dr Michael Frege as insolvency administrator. ^{1 2 3 4}

analysisThe December 2020 requirement is described in minutes of the board of Greensill Capital Pty Limited of 31 December 2020, quoted in [2025] EWHC 2631 (Ch): BaFin required on about 8 December 2020 that only $25 of every $100 of GFG receivables due to be rolled over be rolled over, a 75% reduction that the group considered not sustainable, and SoftBank Investment Advisers documents recorded that the bank had to reduce its GFG exposure from about $2 billion to $600 million by 31 December 2020. The board's minutes of 7 January 2021 record that a reduction plan, with a further reduction to nil by 31 December 2021, had then been agreed with BaFin, and the Treasury Committee recorded that BaFin later agreed to an alternative proposal from Greensill. The block on withdrawals of 5 January 2021 affected the $250 million deposited with the bank in November 2020 out of the $440 million provided under the convertible loan notes on about 10 November 2020. An April 2021 email from the Greensill group's external counsel, quoted in the judgment, says that the $250 million was paid to the bank to be held as collateral in respect of GFG positions; this is the group lawyers' later summary, and the court did not itself determine how each part of the $440 million was used, beyond finding that it was not used to repurchase or redeem the Fairymead notes. ^{3 1}

analysisThe bank remains in insolvency proceedings before the courts of Bremen, with Michael Frege as insolvency administrator, an appointment that an announcement by Michael Frege's law firm dated 17 March 2021 also records as following BaFin's application. In May 2021 the Federal Court of Australia recognised the bank's administrators, enabling them to recover the bank's assets located in Australia. In a written answer to the Australian Parliamentary Joint Committee on Corporations and Financial Services, ASIC stated that in March 2021 BaFin filed a criminal complaint with prosecutors against the management of the bank, which ASIC understood was filed in Bremen and related to balance sheet manipulation; a criminal complaint is not a charge or a finding, and ASIC neither names the managers concerned nor states what became of the complaint. The National Audit Office's report of July 2021 notes that it was reported in June 2021 that Ebner Stolz, the bank's auditor, had withdrawn its certifications of the bank's 2019 annual accounts in April 2021; the NAO repeats press reports and does not itself establish the withdrawal or its reasons. A press report (May 2025) states that Michael Frege filed a claim for damages against former senior managers of the bank in the Bremen Regional Court (Landgericht Bremen), as a court spokesperson confirmed to the publication; the freely available part of the report names neither the defendants nor the amount claimed, and the claim's content and status are not established. ^{4 5 6 7 8}

analysisGCUK held a foreign exchange hedging account at Citibank, through which it also hedged foreign exchange positions of Greensill Bank AG, backed by a cash deposit of about €70 million; after the administrators' appointment Citibank closed the account because GCUK could not meet further margin calls and set the closure costs off against the deposit, leaving about €40 million, which was subject to a potential claim by the bank on the basis that the deposit funds originated from it. On 8 December 2021 GCUK's administrators applied to the High Court for directions on whether GCUK or the bank was the beneficial owner of funds that had come to GCUK through foreign exchange transactions; Michael Frege was later joined as a respondent, and the court described the dispute as hostile litigation between the two companies. In [2023] EWHC 2429 (Ch), given on 19 September 2023, Sir Anthony Mann held that CPR Part 36, the court rules on formal settlement offers, can apply to administrators' directions proceedings and that a Part 36 offer made by the bank on 14 September 2022 to settle its claim to the disputed funds had been accepted by GCUK's administrators and bound the bank. The judge rejected the bank's arguments that Part 36 did not apply, that the administrators' rejection of the offer in December 2022 had ended it, that it had been conditional on a court ruling and was withdrawn in August 2023, and that offer and acceptance did not correspond, leaving its further arguments on mistake and the rule in Ex parte James for a later hearing; a reporting restrictions order prevents any reporting of the contents of the without-prejudice offers, including Part 36 offers, so the terms of the offer are not stated. ^{1 2}

analysisOn 1 March 2021 Stevenson J of the Supreme Court of New South Wales refused an urgent after-hours application by Greensill Capital Pty Ltd, GCUK and Greensill Bank AG for an interlocutory mandatory injunction compelling Insurance Australia Limited to provide cover under two trade credit insurance policies that expired at midnight; the defendants were BCC Trade Credit Pty Ltd, Tokio Marine Management (Australasia) Pty Ltd and Insurance Australia Limited ([2021] NSWSC 167). On the balance of convenience the court weighed Greensill's evidence of very serious consequences if the policies were not renewed, including the risk that Greensill Bank AG would fall below its regulatory capital requirements, an estimate that over 50,000 jobs might be at risk and the failure of Greensill's broker Marsh to find alternative cover, against the exposure of Insurance Australia Limited, which had not reinsured beyond midnight. It treated Greensill's delay as weighing against relief: the underwriters' position had been clear for about eight months, and by 1 September 2020 at the latest, yet Greensill instructed lawyers in London and Sydney only on 25 and 26 February 2021. ^{3 4 5}

analysisBetween October 2021 and June 2023 claims under the Greensill trade credit insurance policies were issued in the Federal Court of Australia and case-managed together: six by Greensill Bank AG and Michael Frege against Insurance Australia Limited, BCC Trade Credit Pty Ltd, Greg Brereton and others, three by Credit Suisse Virtuoso SICAV-SIF and one by White Oak Commercial Finance Europe (Non-Levered) Limited. The insurers defended them, BCC and the Tokio Marine companies contending in part that the policies were not validly entered into because of fraudulent non-disclosure or misrepresentation by GCUK and Lex Greensill, among others. The bank added Marsh Pty Ltd and Marsh Ltd to the Australian proceedings in November 2024 and March 2025, and by April 2026 an eleventh proceeding, Greensill Bank AG v Marsh Ltd (NSD 344 of 2025), was case-managed with the others. In London the Commercial Court on 3 December 2024 ([2024] EWHC 3068 (Comm)) continued, on a narrower basis, the interim anti-suit injunction granted to Marsh Limited on 30 July 2024, restraining the bank and Michael Frege from bringing any claim against Marsh in Australia in relation to the 2018 letter of engagement between the bank and Marsh, which contained an English exclusive jurisdiction clause; the bank and Michael Frege had sought to have the injunction set aside for non-disclosure and opposed its continuation. A joint trial had been listed for 3 August 2026, but the bank's claims were settled first: Insurance Australia Group announced on 29 May 2026 the settlement of the proceedings brought by Greensill Bank AG and its insolvency administrator, as its announcement of 25 September 2026 on the settlement of the Credit Suisse claims recalls, and Marsh Ltd, Marsh Pty Ltd and other parties settled with the bank and its administrator in June 2026, according to Marsh & McLennan's quarterly report for the period to 30 September 2026. After the Credit Suisse claims also settled, White Oak remained the sole applicant, with claims that Insurance Australia Group put at approximately A$170 million plus interest and that the Federal Court in [2026] FCA 1496 describes as US$120 million plus about six years of interest; Insurance Australia Limited said in September 2026 that it continued to defend those proceedings, and White Oak's trial began in October 2026. ^{6 7 8 9 10 11 12 5}

analysisIn England, the bank's administrators sued Zurich Insurance Company in the High Court in 2023 in a dispute over trade credit insurance, as a press report (February 2024) citing court filings states and as the Commercial Court also records in [2024] EWHC 3068 (Comm). According to that report, Zurich's defence and counterclaim dated 26 January 2024 alleged that the claims arose out of a 'fraudulent scheme' and that deliberate or reckless misrepresentation and non-disclosure entitled it to avoid the policies; a spokesperson for Lex Greensill rejected the allegations as without foundation, and GFG Alliance said it was not involved in Greensill's insurance arrangements. The particulars of the claim, Zurich's defence and the outcome of the London proceedings are not in the record. The bank has also issued proceedings against the Secretary of State for Business and Trade concerning its investments under the Coronavirus Business Interruption Loan Scheme (CBILS) and the Coronavirus Large Business Interruption Loan Scheme (CLBILS) and the underlying guarantees, with GCUK, as the accredited lender, joined as a defendant and providing disclosure, according to the administrators' 2026 progress report; the claim is pending. According to the Department for Business and Trade's written case for a High Court hearing, as described in a press report (January 2026), the government terminated GCUK's CLBILS guarantees in April 2022 because six of the eight borrowers were 'ultimately owned' by Sanjeev Gupta, so that GCUK had lent £300 million to them when the sum 'ought not to have exceeded £50m', and terminated the CBILS guarantees in September 2023, saying GCUK 'did not exercise a level of care, control and diligence consistent with the standard required'. Counsel for the bank stated that the six companies were not 'partner or linked enterprises', that GCUK 'did not act in bad faith' and that the bank denies the Department was entitled to terminate the guarantees, and Credit Suisse Asset Management's December 2022 investor Q&A, referring to the removal of the CLBILS guarantees on Greensill loans to GFG, said its supply chain finance funds were not beneficiaries of them. The same press report said the bank seeks more than £331 million in damages and alleges 'considerable political pressure' from the Department to accredit GCUK to lend to Sanjeev Gupta's companies, while the Department is defending the claim: its counsel said it had lawfully determined that GCUK failed to act in good faith by treating six Gupta-owned borrowers separately to avoid the restrictions on lending to groups, and called the bank's pleaded case 'highly inadequate'. These are the parties' contested positions and no court has decided the merits; the trial is expected to begin in late 2027 and could last up to eight weeks. ^{13 9 14 15 16}

analysisChanges to the bank's management board (Vorstand) are known from company-data aggregators' copies of commercial-register announcements for its Bremen entry (Amtsgericht Bremen, HRB 4088); the register extract itself is not in the record, and the aggregator copies show the entry under the name ARIMA Beteiligungs GmbH, a name the record does not explain. According to an announcement of 5 August 2020, which a second aggregator dates 6 August 2020, Danyon Mayall Lloyd and one other member left the management board, and Ann-Christin Rebekka Rathjen and Ingo Schwartz were entered as management board members, each also holding Prokura, a registered commercial power of attorney. An announcement of 26 April 2021 records that Markus Antonius Nünnerich and Ann-Christin Rathjen left the board; the same aggregator's profile lists Ann-Christin Rathjen as holder of Prokura from 14 May 2018 to 4 August 2020 and again from 27 April 2021 and as a board member from 5 August 2020 to 26 April 2021, but it does not label each period, so the pairing of periods with roles follows the two announcements. In [2024] EWHC 3068 (Comm) the Commercial Court referred to Danyon Lloyd as the bank's chief executive in 2014 and to Jason Austin, described as a co-founder of the Greensill business and a GCUK director, as a member of the bank's supervisory board without executive powers; it found their involvement, and that of Group General Counsel Jonathan Lane, who was not an officer of the bank, insufficient to infer that GCUK had authority to bind the bank to the letters of engagement GCUK signed with Marsh, and considered at that interim stage, without making a finding of fact, that GCUK more likely than not lacked such authority. ^{1 2 3 4}