This case concerned the winding up of Versilia Solutions Ltd (company), a company providing buy on board services to airlines, and the legality of a sale carried out by its Joint Provisional Liquidators (JPLs) before a winding up order was made.
In September 2025, the petitioning creditors presented a winding up petition against the company for unpaid invoices of approximately US$800,000. The directors of the company then applied to put it into administration with a proposed pre pack sale. In November 2025, the petitioners applied for the appointment of JPLs on various bases, including that liquidation was inevitable. The court appointed provisional liquidators on 10 December 2025 with standard powers including to protect and secure the company’s assets.
On 11 December 2025, the JPLs received an offer to acquire certain aspects of the company’s business and certain assets for £70,000. On professional valuation evidence, the JPLs accepted the offer, concluding that this was the best available outcome for creditors. The sale was completed without first seeking the court’s approval or clarification that it fell within the JPLs’ powers. The JPLs subsequently applied to the court for ratification of the sale.
The court held that the sale was, on the particular facts of the case, within the powers granted by the 10 December 2025 order. The restriction that assets be protected and secured was not breached, as the JPLs had not distributed or improperly parted with the assets but had preserved their value by converting them into cash.
Accordingly, the court declared that the sale of the company’s business and assets fell within the JPLs’ existing powers. In the alternative, the court confirmed that it had jurisdiction to ratify the sale retrospectively and would have done so had the sale been outside those powers. However, the judgment emphasised the unusual facts and urgency of the case and made clear that provisional liquidators should ordinarily seek urgent directions from the court in advance before undertaking such sales, rather than presenting the court with a fait accompli.
Aerovías Del Continente Americano S.A. and other companies v Versilia Solutions Ltd (in provisional liquidation) (Acting by Michael Leeds and Kristina Kicks as Joint Provisional Liquidators) [2026] EWHC 282 (Ch)
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