Wonop ApS v Simon Jagger & Ors

CICC Judge Briggs:

1. FAI Realisations 2024 Limited (the “Company”) was incorporated on 13 February 2018. It entered administration on 23 January 2024 by way of an out of court appointment initiated by the directors pursuant to paragraph 22 of Schedule B1 to the Insolvency Act 1986 (“Sch. B1”).

2. The Company is said to be the commercial and operational platform for ‘Fetch.ai’, an artificial intelligence and blockchain platform designed to power autonomous economic agents using artificial intelligence.

3. Its business concerns cryptocurrency known as FET.

4. FET cryptocurrency is available on large regulated cryptocurrency exchanges such as Binance, Coinbase and Kraken.

5. The proposals produced by the first and second Respondents in their capacity as joint administrators, and circulated to creditors of the Company on 31 January 2024 state: “[The Company] was set up as the UK administrative arm holding numerous patents and trademarks, to the wider Fetch platform. The platform is currently in development stage, but the objective is to allow for enabling devices to communicate, perform tasks and transact autonomously through the use of Artificial Intelligence ("Al") and blockchain technology.” “The platform aims to utilise Al and blockchain technology to allow data sharing, efficient, secure and scalable transactions between economic agents. These agents represent digital entities that can perform tasks, negotiate, and exchange value on behalf of their owners without the need for centralised intermediaries. It should be noted the Company was pre-revenue and very much in the development stage.”

6. In May 2022 the Applicant issued a claim against the Company for breach of contract. The claim was based on a failure of the Company to pay the Applicant FET tokens. By order dated 17 November 2023 the Applicant became a creditor of the Company for the sum of US$746,165.98 plus interest and costs, now assessed in the sum of £333,439.68.

7. The joint administrators explained in the proposals the reasons for the Company’s failure: “The Company’s failure was primarily due to critical financial constraints. The Company’s sole shareholder did not wish to provide further funding to the Company following the issue of a material, and adverse Court Order in November 2023. As a result of the Court Order, it was deemed there was a significant risk that a petition for the winding up of the Company could have forced the Company into Liquidation.”

8. The administration was extended by consent with an end to the administration due on 22 January 2026. The Application

9. The joint administrators agreed a pre-pack sale of the Company’s business and assets to a company associated with the founder of the Company namely, Assmbl.AI Ltd. The sale completed on the commencement of the administration for the sum of £1,270,000. The majority of the sale price was returned to the founder as a secured creditor in circumstances where the security was taken shortly before the appointment of the joint administrators. The Applicant wishes to challenge the sale price, the sale structure and the competency of the joint administrators when agreeing to the pre-pack sale.

10. The Applicant made an application dated 16 January 2026 (the “Application”) which seeks various forms of relief.

11. The main relief sought by the Application is to remove the first and second Respondents as joint administrators without discharge from liability, and to replace them with new administrators, Andrew Duncan and Steven Illes of Macintyre Hudson LLP.

12. The matter was first heard in the interim list by Rajah J. on 21 January 2026. I am told that he did not hear substantive argument on the Application but granted interim relief pending a further hearing. The interim relief was ordered to allow a longer period of notice to the joint administrators who were not present at the hearing. Two separate orders were made by Rajah J. on the same day. The first removed the joint administrators, postponed discharge and appointed Mr Duncan and Mr Illes as administrators (the “New Administrators”) on the strict basis that they take no steps in the administration save for making an application to extend the administration and meet any necessary statutory obligations. On that basis the administration was extended by court order until 19 March 2026. Directions were provided for giving notice to affected parties. Lastly the order made provision for the Application: “to be relisted before an ICC Judge on the first available date after 3 February 2026. To the extent required, the Application is released for the purposes of being listed before an ICC Judge.”

13. The Applicant chose to apply to the ICC Judge interim list rather than obtain an order for relisting on the first available date after 3 February in the usual way.

14. The first order required the Applicant to file and serve a supplemental witness statement by 4pm on 28 January to explain why the application was not made earlier.

15. Although the Application was listed in the busy ICC Judge interim list on 6 February 2026 reserved for urgent cases, the case was capable of determination on a point of law. Nevertheless, there was insufficient time to give an extempore judgment. This is my judgment on the Application. The issue

16. The question that arises was properly brought to my attention by Mr Webb acting for the Applicant. He frames the issue for the court in the following way: “It raises the question of whether the administration came to an end on 26 January pursuant to para 84(4) of Sch. B1 IA 1986 notwithstanding the orders made by Mr Justice Rajah.”

17. Paragraph 84 Sch. B1 provides (where relevant): “(1) If the administrator of a company thinks that the company has no property which might permit a distribution to its creditors, he shall send a notice to that effect to the registrar of companies. (2) The court may on the application of the administrator of a company disapply sub-paragraph (1) in respect of the company. (3) On receipt of a notice under sub-paragraph (1) the registrar shall register it (4) On the registration of a notice in respect of a company under sub-paragraph (1) the appointment of an administrator of the company shall cease to have effect.”

18. Paragraph 95 Sch. B1 provides (where relevant): “The court may replace an administrator on the application of a person listed in paragraph 91(1) if the court—(a)is satisfied that a person who is entitled to replace the administrator under any of paragraphs 92 to 94 is not taking reasonable steps to make a replacement, or (b)that for another reason it is right for the court to make the replacement.”

19. The events leading to the issue are as follows: i) the joint administrators filed at Companies House a notice to move from administration to dissolution pursuant to paragraph 84 Sch. B1 (the “Notice”) on 20 January 2026. ii) the joint administrators had informed the Applicant of the Notice prior to the hearing on 21 January 2026. iii) Registration of the Notice was made by Companies House on 26 January 2026.

20. To expand on the first and second of these events the joint administrators had received the application for their removal by e-mail on Friday 16 January 2026 and by post a few days later. On Tuesday 20 January the joint administrators filed the move to dissolution pursuant to rule 3.61 of the Insolvency Rules (England and Wales) 2016 and paragraph 84 of Sch. B1.

21. In a letter to the court produced on the same day as filing of the Notice, the joint administrators wrote: “[2] The Joint Administrators were neither made aware of any concern specifically relating to their conduct during the Administration, nor were they forewarned of any application seeking their removal from office prior to the receipt of the above. The last communication with the Applicant or its solicitors was in April 2025. [3] In light of the extremely urgent request that has been made by the Applicant to have this matter heard by the Court on or before 21 January 2026, we have not had an adequate opportunity to provide a detailed response to the Applicant, or properly deliberate on the instruction of solicitors to assist with preparing a formal witness statement to the Court. [20] The Joint Administrators do oppose the application and invite the Court to dismiss it on the basis that the purpose of the Administration has been achieved in accordance with Paragraph 3(1)(c) of Schedule B1 of the Insolvency Act 1986 , a notice of the move from Administration to dissolution has been issued to creditors via the dedicated creditors’ portal and filed at Companies House, and there is therefore no ground under Paragraph 88 of Schedule B1 of the Insolvency Act 1986 to remove us, which would necessarily require the court to extend the Administration for a fixed period. [21] Notwithstanding the Joint Administrators' opposition, to the extent that the Court is minded to require the Administrators to prepare a substantive response to the application, we would clarify that as there are no funds remaining in the Company’s estate, the Joint Administrators do not intend to substantively oppose it. Due to there being no funds, and the final report having been issued, it will also not be possible for any costs of the proceedings to be paid as an administration expense.”

22. Although the letter did refer to the filing at Companies House Mr Webb says there was no discussion in court on the effect of paragraph 84(4) of Sch. B1. I infer (i) the significance of the words in the letter “and filed at Companies House” and (ii) the effect of a filing and registration under paragraph 84 Sch. B1 were not drawn to the attention of Rajah J. The arguments

23. Mr Webb submits that as a matter of statutory interpretation, Parliament would not have intended paragraph 84(4) of Sch. B1 to have the effect of bringing an administration to an end in circumstances where replacement administrators have been appointed and the period of administration extended after the filing of the Notice. It is argued that such a result would be inconsistent with the replacement of the administrators under paragraph 95 of Sch. B1.

24. As a matter of construction, he argues, it cannot have been Parliament’s intention that an application to remove and replace administrators could be undermined and circumvented by the filing of such notice at Companies House ahead of a hearing of the application for removal and extension.

25. On that basis, Mr Webb submits that paragraph 84(4) Sch. B1 to the 1986 Act had no effect.

26. He further argues that the joint administrators would have had no standing to file a Notice. Analysis and conclusion

27. The last submission first: if this was a simple question of standing the answer to the question would follow Mr Webb’s submission. Unless appointed a person does not have standing to act as an administrator. However, the facts are important. The filing of the Notice at Companies House made by the joint administrators occurred whilst they were in office. They had standing.

28. As regards statutory interpretation, the principles are well established. The purposive approach is adopted and the exercise to be undertaken is contextual: R (Quintavalle) v Secretary of State for Health [2003] 2 AC 687 [8]. A concise statement of principle is provided by Miles LJ in Cadent Gas Limited v City Fibre Limited [2026] EWCA Civ 46 [27]: “The approach to the interpretation of statutes has been authoritatively explained in R (O) v Secretary of State for the Home Department [2022] UKSC 3 , [2023] AC 255 , and Potter v Canada Square Operations Ltd [2023] UKSC 41 , [2023] 3 WLR 963 . A statutory provision is to be interpreted by identifying the meaning which a reasonable legislature as a body would be seeking to convey in using the statutory words under consideration . The words and passages used in a statute derive their meaning from their context . A phrase or passage must be read in the context of the section as a whole and in the wider context of a relevant group of sections, and the statute as a whole. The words chosen by Parliament are the primary source by which meaning is ascertained. Citizens, with the assistance of their advisers, should be able to understand parliamentary enactments, so that they can regulate their conduct. They should be able to rely upon what they read in an Act of Parliament.” (my emphasis)

29. The Explanatory Notes to the Enterprise Act 2002 explain that an administrator is bound to complete an administration as soon as reasonably practicable, or in any event within twelve months of the date the administration commenced (subject to extension). To end the administration, an administrator may apply to court if he thinks that the administration purpose cannot be achieved (paragraph 79). On the other hand, the Explanatory Notes state at [699]: “If the administrator thinks that the purpose of administration has been sufficiently achieved he or she will file notice with the court and the Registrar of Companies and send copies to all the company’s creditors. The administrator’s appointment will end when the notice is filed (paragraph 80).”

30. Other forms of exit are provided for. An administrator may have reason to think that the insolvent company requires further investigation or value is able to be obtained by the company remaining in a formal insolvency process [700]: “Paragraph 83 allows the administrator to end the administration and convert the proceedings into a voluntary winding-up. This will occur if the preferential and secured creditors have been paid all they are likely to receive (or such has been set aside for them), and there is money available for the unsecured creditors. The administrator will send a notice to the Registrar of Companies and, as soon as is reasonably practicable, file a copy with the court and send a copy to each of the company’s creditors. Once the Registrar of Companies has registered the notice, the administrator’s appointment ends, the company proceeds to undergo a creditors’ voluntary winding-up and the administrator becomes the liquidator of the company, unless the creditors have nominated an alternative liquidator.”

31. There may be occasions when the administrator thinks that a further insolvency process will serve no purpose and will not be in the interests of creditors. In which case the company in administration may use a different exit route [701]: “Paragraph 84 provides that the administrator may take steps to dissolve the company where he or she finds that the company has no further assets to make a distribution to creditors. In which case he or she may send a notice to the Registrar of Companies and send a copy to the court and to each of the creditors. The company is considered dissolved after three months of the registration of the notice. However, it will be open to the court, on the application of the administrator or any other interested person, to defer the dissolution of the company; any such order should be filed with the Registrar of Companies.”

32. The purpose of Part 10 of the Enterprise Act 2002 was to modernise and streamline the administration regime introduced by the 1986 Insolvency Act. The aim was to promote a rescue culture, reduce reliance on administrative receivership, provide creditors with a clearer, more predictable framework for how an administration would conclude and introduce structured exit routes. Exiting an administration under the unreformed regime had become notoriously difficult and expensive.

33. Mr Webb relies on two authorities to support his argument on the interpretation of paragraph 84 Sch. B1: E Squared Ltd [2006] 1WLR 3414; and Re Globespan Airways Ltd [2013] 1 WLR 1122 . These cases concern the operation of paragraph 83 (moving to a creditors’ voluntary liquidation) rather than paragraph 84 Sch. B1. Mr Webb submits that the reasoning applies to both paragraphs.

34. In E Squared , the administrators sent the appropriate notice under para 83(3) of Sch B1 to the Registrar of Companies. Its receipt was date stamped on 28 January 2006, but it was not registered until 1 February 2006. By then, the administrators’ appointment had ceased to have effect. The administrators sought directions as they were concerned about the time gap between filing the notice and its subsequent registration. They had ceased to hold office in accordance with their appointment prior to registration. David Richards J held that on a true construction the notice would not have effect if the administrators’ term had ended prior to registration [16]: “Paragraph 83 could not be construed to produce a different result in such circumstances.”

35. In Globespan Airways , the Court of Appeal decided two issues. First, a conversion from administration to a creditors’ voluntary arrangement took effect when the notice was registered. Secondly, in circumstances where the administrators’ term ended between the date of filing of a notice and registration, the term of office would be extended until the registration of the notice.

36. Not all the reasoning given by Arden LJ is relevant to the outcome of this Application. However, some of the reasoning has a bearing: [48] “before a conversion notice is registered the registrar will perform some element of checking the information given. This improves the accuracy of the register. It may be assumed that the desire that this work should be performed is deliberate legislative policy. Thus the court should prefer an interpretation that allows this checking to take place before conversion takes place”. [49] “the process of registration normally only takes about three days and there is on analysis no practical difficulty of a level which would warrant giving the words of paragraph 83(6) a meaning different from their natural meaning.” [50] [it is] consistent with a desire on the part of Parliament that creditors should know about the process of moving the company from administration into creditors’ voluntary liquidation as soon as it has been started, rather than when it has been completed.

37. Accordingly, when interpreting paragraph 84 Sch. B1 the court is mindful of the statutory intention that creditors and the public at large should be able to understand the process of moving a company from administration to dissolution; the process of checking undertaken by the Registrar of Companies and the short time between filing and registration.

38. In my judgment, paragraph 84(4) Sch. B1 is intended to operate as a self‑executing termination of the office of administrator upon registration of a filed notice. Paragraph 95 Sch. B1, by contrast, is concerned only with the identity of the office‑holder and presupposes the continued existence of the office itself.

39. I understand that in this case there is a close temporal proximity between the court appointing the New Administrators, ordering an extension of the term and registration of the Notice. Nevertheless, paragraph 84 Sch. B1 draws no distinction between cases in which new administrators have been appointed and/or the term extended, and cases in which no such steps have been taken.

40. In my judgment: (i) the law would be less simple if different conclusions were reached dependent upon the exit route chosen by the office holder; (ii) there is no evidence that the Registrar of Companies is not required to carry out checks between filing and registration of a notice; (iii) no cogent reason has been advanced to reach a different conclusion simply because the exit from administration results in a dissolution under paragraph 84 as opposed to liquidation under paragraph 83 Sch. B1. The statutory purpose of the legislation namely, to provide a swift, inexpensive, and final exit where no distribution is possible should not be undermined.

41. Given the purpose of the changes brought about by the Enterprise Act 2002 to modernise administration, and using the statutory words under consideration the appointment of the administrators ended upon registration of the Notice in accordance with paragraph 84(4) Sch. B1.

42. Rajah J was not addressed on the Notice nor was he addressed on the meaning and effect of paragraph 84 Sch. B1. I therefore reject any notion that he intended to make an order that disapplied the effect of paragraph 84 Sch. B1 even if that were possible.

43. As paragraph 84(4) operates as a self‑executing termination of the office of administrator upon registration of the Notice, the administration came to an end on 26 January 2026 by operation of paragraph 1(2) (c) Sch. B1 to the 1986 Act .

44. I am grateful to Mr Webb for his submissions and invite him to submit an order to the court for approval.