Aventurine Climate and WH2025: What the Documents Show…

Publicly available records for energy company Aventurine Climate Ltd (previously known as WH2025 Ltd) raise questions about how investor security:

1. Is structured
2. May operate in practice

These questions may be relevant because several companies connected to Aventurine’s wider structure have either:

• Been wound up
• Entered into a formal insolvency procedure  

Some of these companies include Platinum Energy Solutions Ltd, and:

1. Platinum Assets & Developments Ltd
2. Southbrook Gas Generation Ltd (the original project company linked to the gas-peaking facility at Southbrook Farm in Monmouthshire, Wales)

At the time of writing, Platinum Energy Solutions has been placed into Liquidation. The liquidator has yet to identify any assets for recovery and is continuing to investigate the company’s wider affairs. Additionally:

• Platinum Assets & Developments is subject to a winding-up order by Insolvency & Law
• HMRC has wound up Southbrook Gas Generation

We have previously reported on these William Jackson companies here.

Against this background, keeping track of who actually owns the underlying asset, Southbrook Farm, is critical. Land Registry records reveal Southbrook Gas Generation sold Southbrook Farm to WH2022 Ltd for £1.5 million plus VAT in November 2022.

Moreover, in September 2023, the leasehold title for Southbrook Farm became subject to a registered charge, granted:

• In favour of Alpha Trustee Services Ltd
• For the benefit of WH2022 loan note holders

Public materials indicate continuity between WH2022 and WH2025 (now known as Aventurine Climate). Both companies share a registered address and appear on the Aventurine website as part of a broader energy investment platform.

Further Loan Note Activity

Public and investor-facing materials also indicate that loan note activity is now being presented through the Aventurine Climate brand. Although the structure appears to have shifted slightly, documentation and public-facing materials refer to loan notes associated with both WH2022 and Aventurine Climate.

Perhaps even more importantly, WH2025 has granted a debenture that:

1. Secured loan note liabilities of up to £19 million
2. Is in favour of Glenmuir Trust Group LLC, an entity described in the debenture as being based in Dubai. However, we have not been able to verify Glenmuir Trust Group LLC‘s official address from the public registries reviewed

On first glance, the debenture appears to be conventional and comprises the usual combination of:

• A negative pledge
• Fixed and floating charges over the company’s assets

However, a closer review of the debenture identifies several points that require clarification. For example:

1. The debenture fails to identify any specific asset against which the security is taken
2. Nowhere in the document is it stated that WH2025 / Aventurine Climate owns the Southbrook facility or any equivalent income-generating infrastructure 

From the documents and public materials reviewed, the clearly identifiable project asset associated with the Aventurine Climate trading name appears to be Southbrook Farm, which:

• Sits within the corporate infrastructure of WH2022 Ltd
• Is already subject to a separate secured charge by Alpha Trustee Services
• Appears in the Security Trust Deed for Northumberland Living (Alnwick) Ltd

Individually, these points may warrant clarification. Collectively, they raise questions about priority, timing, and trustee action where one asset is referenced across multiple structures. We’ve reported on the Alnwick structure here.

Security

These issues don’t invalidate the security. However, they may be relevant to anyone reviewing the structure, specifically:

1. The trustee’s role, legal status, and practical ability to act
2. Which companies raise funds, hold assets, and grant security

Taken together, these factors suggest the structure of an investment may be just as important as any asset. Consequently, potential loan note holders may wish to review both investment descriptions and how the security is intended to operate in practice.

The questions below were conceived to provide clarity in this regard:

Key Questions about WH2022…

1. If Southbrook Farm is the core secured asset, why does it also appear in the Security Trust Deed for Northumberland Living (Alnwick) Ltd?
2. How can the same asset support more than one loan note structure?
3. If multiple investor groups rely on Southbrook, what is the precise ranking of claims, and where is that priority formally documented?
4. Is the value of the Southbrook asset sufficient to cover the total amount of loan notes issued against the property, across all relevant loan note products?
5. Has security trustee Alpha Trustee Services taken any action in response to missed interest payments or missed redemptions under the Alnwick structure? If not, what does that mean for the practical timing and process of enforcement?
6. The Security Trust Deed gives the trustee broad discretion over enforcement and distribution. In practice, what triggers enforcement, and how transparent is that process for investors?
7. If enforcement becomes necessary, how will conflict be managed if multiple investor groups claim against the same asset?
8. What assurance is there that the value of Southbrook has not been diminished by charges, prior transactions, or cash extraction, particularly in light of questions previously raised about fund movements in related entities?

Key Questions about WH2025 / Aventurine Climate…

1. What specific asset(s) does WH2025 own that would generate recoverable value for investors?
2. What is the security actually over and where is the evidence of any real underlying asset(s)?
3. Who is the security trustee, and can their jurisdiction, legal status, and independence be confirmed by an impartial third party?
4. What are the duties of the security trustee under the Security Trust Deed; do they retain full discretion or are they obliged to act on investor instruction?
5. Under what circumstances is the trustee required to take enforcement action, and can investors compel that action if it’s not taken?
6. What threshold of investor consent is needed to direct the trustee (e.g. majority or supermajority), and how practical is it to achieve that in reality?
7. What protections exist if the trustee delays, fails to act, or exercises their discretion conservatively?
8. Is the trustee independent in substance, or do they have any direct or indirect connections to the issuer or related parties?
9. If enforcement is required, in which jurisdiction would it take place, and what legal or practical barriers could arise?

Act now if you’re a loan note holder who remains unclear about your security or recovery position. Contact Insolvency & Law at investigations@insolvencyandlaw.co.uk to explore your options.

Disclaimer: Insolvency & Law Ltd is not a firm of solicitors or licensed insolvency practitioners. We do not conduct any regulated legal or financial activities as defined under the Legal Services Act 2007 or the Financial Services and Markets Act 2000. Nothing in this article is intended to invite or induce any person to engage in investment activity. We do not offer legal advice, financial advice, debt counselling, or conduct of litigation. All blogs, podcasts, reports, and other published content by I&L are provided solely for general information and educational purposes. They should not be interpreted as a substitute for regulated or professional advice and must not be relied upon as such.  For matters that require regulated legal or financial advice, we recommend seeking guidance from an appropriately authorised and regulated professional.