In a recent case, Rawbank SA v Banfield [2025] EWHC 3054 (Ch), the High Court confirmed that it has jurisdiction to appoint additional, not just replacement, liquidators pursuant to section 108 of the Insolvency Act 1986.
In this particular case, the Court agreed to appoint two additional conflict liquidators in the Travelex liquidation following an application made by Rawbank. The existing liquidators were from PwC, and the two new liquidators are from Grant Thornton.
Our Insolvency and Restructuring lawyers explore this useful clarification of the Court’s ability to appoint additional liquidators and the circumstances in which it may be appropriate to do so.
The Travelex Collapse and Rawbank’s Claim
This case related to the liquidation of Travelex Bank Notes Limited (the Company), which is part of the Travelex group of companies. Rawbank is the largest bank in the Democratic Republic of the Congo (DRC) and is an unsecured creditor of the Company for over £48 million.
The Company sold US dollar banknotes to Rawbank, which were physically transferred from the UK over to Nairobi and then onto the DRC. From 2013, Rawbank typically ordered $40-$50 million worth of banknotes from the Company every week.
In March 2020, Rawbank placed orders for $60 million in banknotes. However, at this time, the head company within the Travelex group was experiencing significant financial distress due to the COVID-19 pandemic and a cyber-attack, and therefore, it was unable to provide financial support to all of the companies within the Travelex group.
The Timeline of Travelex’s Financial Breakdown
As a result of this worsening financial position, the Company (along with others in the Travelex group) appointed PwC as its financial advisors to assist with, among other things, contingency planning.
Rawbank did not receive all of the banknotes it paid for in March 2020, and so in May 2020, it issued a claim for breach of contract and/or misrepresentation. Ultimately, in June 2020, the Company agreed to judgment being entered against it in the sum of $60,072,000.
The Company did not pay the judgment, and in July 2020, the Company (and others in the Travelex group) entered administration. In August 2023, the Company moved from administration into creditors voluntary liquidation. Rawbank was accepted as an unsecured creditor in the sum of just over £48 million.
Why Did Rawbank Apply for Additional Liquidators?
In October 2024, Rawbank applied to the Court to appoint two additional liquidators from Grant Thornton.
Rawbank’s application was made on the basis that the additional liquidators’ appointment would be limited to investigating any potential claims in favour of the Company, including payments made to another third party after Rawbank had been told that the Company would not be in a position to refund any of the $60 million Rawbank had paid for the banknotes which had not been received.
Rawbank was concerned that, as PwC had been engaged by the Company at the time of some of the relevant transactions, this may affect PwC’s approach to the investigations.
Key Arguments Against Appointing Additional Liquidators
PwC opposed Rawbank’s application on the basis that:
- They had already instructed solicitors in 2021 to conduct a review, and those solicitors had concluded that there were no viable claims; and
- Adding additional officeholders would increase the cost of the liquidation, which would be to the detriment of the creditors as a whole.
The Court’s Key Considerations
The key areas the Court had to determine were the potential conflict of interest, costs, the position of the majority creditors and whether Rawbank was out of time to make the application. The judge who dealt with the application was ICC Judge Barber, a very experienced insolvency and companies judge.
With regard to the conflict point Rawbank had raised, the Judge held that PwC were in a position of “actual or at the very least potential conflict when considering what investigations to carry out in respect of [the Company] in relation to the [pre-administration period] and in determining which claims may or may not be viable”.
The Judge noted that there are occasions when conflicts can be managed in ways that do not require an officeholder to step down, but in this case, she concluded that they had not been appropriately managed.
With regard to the costs point raised by PwC, Rawbank undertook to cover all of the costs of the additional officeholders and their proposed further investigations, and all reasonable costs of PwC (and any other associated costs) incurred in keeping the liquidation open.
Court Backs Appointment of Conflict Liquidators
The majority creditors had indicated that they opposed the appointment of additional liquidators.
However, the Judge held that their objections were not determinative because they were all premised on PwC not being in a position of conflict in investigating the potential claims, which the Judge described as a “false premise”.
The Judge also noted that the majority creditors had worked closely with the former Travelex management and so could not be treated as independent outsiders.
PwC argued that Rawbank’s application was out of time as the Company had gone into administration more than 5 years ago. However, the Judge considered all of the relevant evidence, including Rawbank’s attempts to obtain consent before the application was made.
Judge Grants Application in Creditors’ Best Interests
Therefore, the Judge decided that Rawbank was not out of time. The Judge also noted that it had been open to PwC to seek directions from the Court at any time.
As a result of the above, the Judge therefore allowed the application and appointed additional conflict liquidators for the purpose of investigating the potential claims, which she concluded would be in the best interests of the Company’s creditors as a whole.
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Vicky Biggs
Legal Director
Vicky is a Legal Director in the Insolvency and Restructuring team at Myerson and has been with the firm since 2012. Utilising her commercial litigation experience, Vicky now specialises in contentious insolvency matters, advising insolvency practitioners, directors and individuals in relation to both corporate and personal insolvency issues.
Vicky advises on a wide range of insolvency matters, including claims made by administrators, liquidators and trustees in bankruptcy, director disqualification proceedings, remuneration approval applications, retention of title claims, validation orders, bankruptcy annulment applications and winding-up and bankruptcy petitions.
About Vicky Biggs