EMIS Finance BV v ICU Trading Ltd & Ors [2025] EWHC 3232 (Comm) (10 December 2025)

EMIS Finance BV v ICU Trading Ltd & Ors [2025] EWHC 3232 (Comm) (10 December 2025)

The Issuer has the right to appoint and remove a Trustee under the express terms of the Master Trust Terms. The Noteholders do not have the right to appoint a Trustee. The Noteholders have a right to remove a Trustee, but such removal is only effective upon the appointment of a new Trustee by the Issuer or the court. The purported appointment of GLAS Trustees by Noteholders in July 2025 was ineffective.

Citation
[2025] EWHC 3232 (Comm)
Parties
Claimant: E. M. I. S Finance B. V.; First Defendant: ICU Trading Ltd; Second Defendant: GLAS Specialist Services Limited; Third Defendant: GLAS Trustees Limited
Jurisdiction
England and Wales
Judgment Date
10 December 2025
Procedural Posture
Part 8 Claim (expedited Trial) / Final Judgment
Outcome
Declaratory relief granted in favour of the Claimant. The purported appointment of GLAS Trustees as Trustee was ineffective.
Legal Topics
Interpretation of Trust Deeds, Powers of Noteholders, Appointment and Removal of Trustees, Loan Participation Notes, Declaratory Relief
Commercial Law Contract Law Trusts and Trustees Interpretation of Trust Deeds Powers of Noteholders Appointment and Removal of Trustees Loan Participation Notes Declaratory Relief

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Parties

E. M. I. S Finance B. V.

Claimant

ICU Trading Ltd

First Defendant

GLAS Specialist Services Limited

Second Defendant

GLAS Trustees Limited

Third Defendant

Procedural Posture

Part 8 Claim (expedited Trial) / Final Judgment

Legal Issues

  1. 1 Whether Noteholders have the power to appoint or remove the Trustee under the contractual documents governing the Notes.
  2. 2 Whether the Issuer has exclusive rights of removal and appointment of the Trustee.
  3. 3 Whether the Extraordinary Resolutions passed by Noteholders were effective to appoint GLAS Trustees and/or remove BNYM Trustees.

Ratio Decidendi

The Issuer has the right to appoint and remove a Trustee under the express terms of the Master Trust Terms. The Noteholders do not have the right to appoint a Trustee. The Noteholders have a right to remove a Trustee, but such removal is only effective upon the appointment of a new Trustee by the Issuer or the court. The purported appointment of GLAS Trustees by Noteholders in July 2025 was ineffective.

Court Disposition

Declaratory relief granted in favour of the Claimant. The purported appointment of GLAS Trustees as Trustee was ineffective.

Orders

  • Declaration that the Issuer has the right to appoint and remove a Trustee under the Notes.
  • Declaration that the Noteholders do not have the right to appoint a Trustee.