CASLP Limited, Re [2025] EWHC 309 (Ch)

[2025] EWHC 309 (Ch)Case No CR-2023-002071IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES LISTVenue The Rolls Building, 7 Rolls Building, Fetter LaneLondonEC4A 1NLDate 14 January 2025
Before
MR JUSTICE MARCUS SMITH
IN THE MATTER OF CASLP LIMITEDAND IN THE MATTER OF COUNTRYWIDE ASSURED PLCAND IN THE MATTER OF PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
MR ANDREW THORTON KC (instructed by Addleshaw Goddard LLP) appeared for the Applicant
Approved JudgmentIf this Transcript is to be reported or published, there is a requirement to ensure that no reporting restriction will be breached. This is particularly important in relation to any case involving a sexual offence, where the victim is guaranteed lifetime anonymity (Sexual Offences (Amendment) Act 1992), or where an order has been made in relation to a young person.This Transcript is Crown Copyright.  It may not be reproduced in whole or in part other than in accordance with relevant licence or with the express consent of the Authority.  All rights are reserved.Digital Transcription by Marten Walsh Cherer Ltd2 nd Floor, Quality House, 6-9 Quality Court, Chancery Lane, London WC2A 1HPTel No: 020 7067 2900. DX: 410 LDEEmail: info@martenwalshcherer.com
[1]I have before me the application of CASLP Limited (the “Company” or “CASLP”) seeking dissolution without winding up pursuant to section 112(8)(b) of the Financial Services and Markets Act 2000 (“FSMA”).[2]The application is made following the sanction of a transfer scheme pursuant to which the Company transferred its entire business to Countrywide Assured PLC (“CA”). The order sanctioning the transfer scheme was made by order of Leech J dated 21 December 2024. I have seen both that order and the transcript of the judgment as approved by the judge on that occasion, which appears under [2023] EWHC 3417 (Ch).[3]The application is supported by a number of documents. I have before me all the papers that were before Leech J, and a supplemental bundle which contains, most importantly, the second witness statement of Mr Andrew James Richards dated 9 January 2025, together with various exhibits that he describes in that statement.[4]Section 112(8) of FSMA relevantly provides as follows:
“If the court makes an order under section 111(1) in relation to an insurance business transfer scheme, it may by that or any subsequent order make such provision (if any) as it thinks fit— ... (b) for the dissolution, without winding up, of the transferor concerned...”
[5]The court’s power to order that the transferor will be dissolved without a winding up simply reflects the fact that when a transferor has no remaining assets or liabilities, the winding up will not serve any useful purpose. That is the position here, as is described in the second witness statement of Mr Richards.[6]To make an order under section 112(8), the court must be satisfied that there is no possibility of there being any assets or liabilities left behind in the transferor that are capable of becoming assets or liabilities in the future. That is the law as stated in Re Syncora Guarantee (UK) Ltd [2015] EWHC 3077 (Ch) and Re The Copenhagen Reinsurance Company (UK) Ltd [2016] EWHC 944 (Ch).[7]Mr Richards’s second witness statement confirms a number of matters which are helpfully set out in paragraph 9 of Mr Thornton KC’s written submissions. These points are important. First, that the Company is effectively a dormant company following the scheme taking effect. The effective date of the scheme, being the date on which the assets and liabilities of CASLP transferred to CA, was 31 December 2023. Following the scheme taking effect, the assets of CASLP were limited to shares in two companies - CASFS Limited and CASLPTS Limited - and assets sufficient to cover the regulatory minimum capital required. Following change of control approval from the Financial Conduct Authority on 4 April 2024 in respect of CASFS Limited, the share capital of those subsidiaries was transferred to CA on 3 July 2024. The Prudential Regulatory Authority approved the cancellation of CASLP’s Part 4A regulatory permissions on 6 December 2024, and finally, on 17 December 2024, CASLP’s remaining assets - £3.5 million in cash - were transferred to CA.[8]As a result of these steps, no further assets remain with CASLP apart from its books and records. However, for the avoidance of doubt, prior to this hearing, CASLP proposed to enter and has now entered into a deed of sale and purchase transferring any remaining assets to CA, including (if necessary) all books and records. That ensures that if, for whatever reason, Mr Richards has missed something in terms of assets or liabilities, they will transfer to CA before the proposed dissolution takes effect.[9]I have seen the deed in question. It is dated 13 January 2005 and I understand why it has been made. The proposed dissolution was approved by a special resolution of the company’s sole member on 3 January 2025. In these circumstances, the grounds are made out for this court to order the dissolution of CASLP without winding up in accordance with section 112(8)(b) of FSMA and I make an order accordingly. - - - - - - - - - - (This Judgment has been approved by the Judge) Digital Transcription by Marten Walsh Cherer Ltd 2nd Floor, Quality House, 6-9 Quality Court, Chancery Lane, London WC2A 1HP Tel No: 020 7067 2900. DX: 410 LDE Email: info@martenwalshcherer.com Web: www.martenwalshcherer.com