The joint liquidators of two Irish-based Russian State-owned leasing firms have launched High Court proceedings aimed at preventing the entities’ parent from “seizing ownership” of dozens of highly valuable aircraft.
Damien Murran and Julian Moroney of Teneo Restructuring Ireland were earlier this year appointed by the court as joint liquidators to GTLK Europe DAC, and GTLK Europe Captial DAC.
The firms, which are part of the wider GTLK group, were wound up following an application by four creditors who claimed they were owed over US$178 million (€162.5 million) by the firms.
The firms’ financial difficulties arose from the economic sanctions imposed on Russian entities following last year’s invasion of Ukraine.
On Tuesday the liquidators, represented by Stephen Byrne Bl, said that his clients want to bring proceedings over what they say is an attempt by the companies’ parent to register itself as the legal owners of some 37 aircraft which are assets of the firms in liquidation.
Counsel said that the aircraft in question are based in Russia,
The court heard that GTLK’s parent is Joint Stock Company State Transport Leasing Company, which the court heard is wholly owned by the Russian Federation, represented by its Ministries of Finance and Transport.
The parent is claiming that it is entitled to be registered as the legal owner under ‘pledge agreements’ governed by Russian law, allegedly entered into between it, GTLK Europe, and nine other GTLK Europe group companies registered In Ireland.
The pledge agreements were allegedly entered into in March 2022, two weeks before the parent became the subject of EU sanctions imposed over Russia’s invasion of Ukraine.
The parent has claimed that the pledge agreements were made to secure the repayment of loans from the parent to GTLK Europe between 2017 and 2022.
The liquidators say that they have been informed by the parent that it will seek to reply to the pledge agreements to “seize the title over the aircraft”, “secure payment under the loan agreements,” and “declare itself the owner of the aircraft under an out-of-court enforcement of the pledges in the Russian Federation.”
Counsel said that the liquidators have in correspondence with the Russian-based parent have “made it clear” that they do not accept that the parent has acquired the legal title to the aircraft as a result of the enforcement of the pledge agreements or otherwise.”
In their action, the liquidators are seeking various orders from the court, including one setting aside the pledge agreements, as well as a declaration that said agreements are void and unenforceable as a matter of Irish law.
They also seek a declaration that the liquidators retain title to the aircraft.
The liquidators asked the parent to consent to the order and declarations, but have not received any response.
Several subsidiaries of the GTLK group are notice parties to the proceedings, which the liquidators say should be heard and considered by the Irish courts.
While the pledge agreements are governed by Russian law, the liquidators and the notice parties are based in Ireland.
Mr Justice Mark Sanfey, on an ex-parte basis, granted the liquidators permission to serve notice of the proceedings on the Russian parent company, and the notice parties by email.
The matter will return before the High Court next week.
GTLK, is Russia’s largest leasing business in the transport sector, and leased ships and aircraft to customers all over the world.
GTLK’s Europe Group’s international leasing business is headquartered in Dublin, and the firms that are sought to be wound up are at the top of the group’s structure.
Last May four creditors successfully obtained orders to wind up the Irish-based companies.
The four are Trinity investments DAC and an associated entity Allestor Europe Multi Asset Portfolio which is a sub fund of Allestor Capital ICAV.
The other two creditors are Ben Oldman Special Situations Fund LP and Sona Credit Master Fund Limited which are both registered in the Caymen Islands.
The companies were estimated to be worth $4.5 billion, and their liquidations was described as the biggest in the history of the State.
The creditors claimed they entered into a series of agreements to refinance the respondent firms’ debts, where they advanced significant funds to GTLK Europe Captial, of which GTLK was a co-guarantor.
After sanctions were imposed the creditors claim there has been significant default by GTLK Europe Capital regarding it repayment obligations, specifically the requirement to repay interest due on the loans.