Neither a borrower nor a lender be, For loan oft loses both itself and friend, And borrowing dulls the edge of husbandry.
Hamlet, Act 1, Scene 3
If, however, you choose to ignore the advice of Polonius and become a borrower, beware of banking documents as they can trip you up in ways in which you least expect. A recent case in the high court illustrates this principle very clearly.
In a world filled to the gunwales with chaps fizzing with clever money-spinning ideas, the big brains at Glint Pay Ltd (“Glint”) felt certain that they were on to a winner. Their idea, which was a good one, was to sell a financial product which linked an investor’s ability to purchase goods and services with the value of his investments in gold. The investor was issued with a pre-paid debit card which had a spending balance that was adjusted up or down, depending on the underlying value of the investor’s purchased gold.
Whenever there is uncertainty in the world, the price of precious metals goes up. Global events have been anything but certain in the last few years and the ever rising price of gold and silver has demonstrated this sharply to investors. The founders of Glint saw that the ability to tap into thinking operating along the lines of the world’s investment appetites offered a clever means by which they could distinguish themselves from others offering spending solutions to customers in the competitive arena of international consumer payment systems.
The trouble with good ideas is that they not only attract potential customers or investors, but they are never far from the hungry gaze of predators. Although not insolvent, Glint was a startup venture, and in the throes of seeking new injections of capital, when it came to the attention of a venture capital investment vehicle based in Singapore called Nimoi Holdings Pte Ltd (“Nimoi”). Desirous of acquiring Glint, Nimoi established a special purpose company called Niven Alpha Pte Limited (“Niven”) and approached the board of directors of Glint with an offer to purchase 51% of Glint. The board of Glint did not think very much of the approach from Niven and rejected it.
Not to be outdone, Niven then chose to seek to acquire Glint through the back door. They purchased a secured loan to Glint from an existing lender, Brahma Finance (BVI) Limited(“Brahma”) with the intention of using their position as a secured lender as a means by which to assume control of Glint. Brahma’s interests were represented by a term loan facility agreement (the “Facility Agreement”) and a guarantee and debenture (the “Guarantee and Debenture”). The rights of Brahma in both of these documents were transferred by Brahma to Niven by way of a deed of assignment (the “Deed of Assignment”).
One of the information covenants set out in the Guarantee and Debenture gave the secured creditor the right to request information from the borrower. As the new secured creditor under the Facility Agreement and the Guarantee and Debenture, Niven chose to exercise this right and issued an information request to the borrower. Glint, unsurprisingly, took exception to this as they considered the request for information “to be in bad faith” and intended to serve no purpose other than to put the company under heavy commercial pressure with a view to acquiring it. Glint, therefore, refused to comply with the request for information.
A predictable chain of events then occurred. Niven used the failure by Glint to accede to their request for information as a mechanism to declare a breach of covenant and, thereby, put Glint into default and, ultimately, appoint administrators.
Glint brought proceedings against the administrators and challenged the validity of their appointment. They based their claim on three challenges:
1. Niven had no right to appoint administrators because the assignment of Brahma’s rights to them under the Deed of Assignment was defective;
2. the rights assigned did not include the rights which Niven purported to exercise (i.e. the right to demand information); Glint’s failure to supply the information was not an event of default and no right to appoint an administrator arose; and
3. that Niven, as chargee, was obliged to exercise the right to require information for a proper purpose consistent with the objectives of the security. This was inherent in the nature of a charge and required by a term to be implied into the charge document.
Sitting as a Deputy High Court Judge, Mr Simon Gleeson (whose clarity of judgment recently made headlines in a case concerning the recovery of advisory fees where no letter of engagement had been signed (H&P Advisory Ltd v Barrick Gold (Holdings) Ltd [2025] EWHC 562)) dismissed all three of Glint’s arguments.
On the first ground, Glint argued that the effect of the assignment clause was to assign to Niven only the bare equitable proprietary right in the collateral (i.e. the bare security interest created by the grant of security) and not the bundle of other rights in relation to the security interest which the Guarantee and Debenture created. Mr Gleeson dismissed this argument as “absurd.” Based on the drafting of the Deed of Assignment, the Deputy High Court Judge concluded that Glint’s construction of the Deed of Assignment was not commercially rational and was also incorrect as a matter of law. He stated, “where a security interest is created by agreement, the form of that security will be the form given to it by that agreement. Where the security agreement grants particular rights to the secured party, those rights are inherent in the security interest itself. A grant of security is a grant of an equitable property interest in the assets of another, and the rights associated with that property interest are proprietary, not contractual, such that a transfer of that property interest takes with it those rights which are incidental to it.”
Glint attempted to argue that the information obligations to which they were bound were confined to certain specific types of asset, specifically the real property or fixed assets secured by the Debenture. The Deputy High Court Judge was unsympathetic with this argument as the charge in question was a floating charge and capable of attaching to any and every form of property.
On the second ground, the Claimants were, again, unable to convince the Deputy High Court Judge that their failure to provide information did not constitute an event of default. In his view an event of default had indeed occurred by reason of Glint’s breach of its obligation to provide information under the Guarantee and Debenture. It was, therefore, clearly established that Niven had been entitled to appoint the administrators.
On the final ground, the Deputy High Court Judge determined that Niven did not exercise its power to appoint administrators under the charge unreasonably and for an improper purpose, despite the fact that the whole history of Niven's hostile takeover bid made it obvious that its primary purpose was to put Glint into administration in order to acquire the business from the administrators. It could not be said that the only purpose for a charge holder to appoint an administrator was to obtain repayment and, accordingly, that a proper purpose included ‘to enable an independent office holder to take control of the assets.’ In this case, the objectives of Niven fell into the second category.
The documentation in this case was prepared in accordance with market standard business practices and the parties were well represented by commercially astute lawyers throughout. The court simply examined the unambiguous language found in the applicable documentation and applied it in accordance with principles well established over many years in lots of cases. You could argue that this case serves as an example of the nice guy losing out to the disreputable rogue. Should not an entrepreneur who formulates an innovative idea and establishes a company through which to bring his idea to fruition be entitled to the protection of the courts when his company is at risk of being acquired by a rapacious, marauding predator?
Well, if the nice guy happens to be a borrower and the terms on which his debt is based are clearly set out, then it is not the job of the courts to look after him. In other words, if you are an innovator, consider carefully whether it is wise for you also to be a debtor.
Ultimately, notwithstanding the outcome of this case, Glint were able to save themselves from the clutches of Nimoi by finding the money to pay off the debt owed to Niven. Otherwise who is to say that Glint would not now be part of the precious metals empire controlled by Nimoi?
Postscript: The Claimants in the case of Glint Pay Ltd & Others v Baker & Another applied to the High Court for leave to appeal the judgment detailed above. They gave six grounds for appeal. All of the grounds were exhaustively examined by the High Court and, in a decision handed down on 14 November 2025, none of them was found to have any reasonable prospect of success. Permission to appeal was, therefore, refused on all of the grounds put forward.
January 2026