EMIS Finance BV v ICU Trading Ltd & Ors

EMIS Finance BV v ICU Trading Ltd & Ors

The Issuer has the exclusive power to appoint and remove the Trustee under clause 18; Noteholders may remove a Trustee by Extraordinary Resolution, but removal is only effective upon appointment of a new Trustee by the Issuer or the court; Noteholders do not have power to appoint a Trustee independently of the Issuer.

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
12 October 2025
Procedural Posture
Part 8 Claim / Expedited Trial, Judgment
Outcome
Declaratory relief granted; Noteholder resolutions ineffective to appoint/remove Trustee.
Legal Topics
Trustee Appointment and Removal, Interpretation of Contractual Terms, Extraordinary Resolutions, Bondholder Rights, Implied Terms
Contract Law Trust Law Commercial Law Trustee Appointment and Removal Interpretation of Contractual Terms Extraordinary Resolutions Bondholder Rights Implied Terms

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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, Judgment

Legal Issues

  1. 1 Whether Noteholders have power to appoint or remove Trustee by Extraordinary Resolution
  2. 2 Whether Issuer has exclusive power to appoint and remove Trustee
  3. 3 Effectiveness of Extraordinary Resolutions passed by Noteholders to appoint/remove Trustee

Ratio Decidendi

The Issuer has the exclusive power to appoint and remove the Trustee under clause 18; Noteholders may remove a Trustee by Extraordinary Resolution, but removal is only effective upon appointment of a new Trustee by the Issuer or the court; Noteholders do not have power to appoint a Trustee independently of the Issuer.

Court Disposition

Declaratory relief granted; Noteholder resolutions ineffective to appoint/remove Trustee.

Orders

  • Extraordinary Resolutions of Noteholders on 22 and 24 July 2025 not effective to appoint GLAS Trustees or remove BNYM Trustees.
  • Noteholders do not have power to appoint Trustee independently of Issuer; removal only effective upon Issuer or court appointment.