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Making workplace pensions work

Vedius Pension Trust: Determination notice

Determination notice under section 96(2)(d) and of the Pensions Act 2004 and section 9 of the Pensions Act 1995.

The Pensions Regulator case ref: C221156937

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Introduction

  1. Members of the Determinations Panel (“the Case Panel”) of the Pensions Regulator (“TPR”) held a Determination Meeting on 8 October 2025, to consider the issues in a Warning Notice dated 11 July 2025 (the “Warning Notice”), addressed to Vidett Governance Services Limited (the “Independent Trustee”).

  2. The Warning Notice was referred to the Determinations Panel by a TPR case team (“the Case Team”) on 18 September 2025, following a period for representations.

Matters to be Determined

  1. The Warning Notice asked the Determinations Panel to make an order under section 9 of the Pensions Act 1995 (“PA 95”), to vest the assets of the Scheme in the Independent Trustee.
  2. The power to make a vesting order is a reserved regulatory function under Schedule 2 of the Pensions Act 2004 (“PA 04”) and can therefore only be exercised by the Determinations Panel.

Decision

  1. The Case Panel determined that an order should be made to vest assets of the Scheme in the Independent Trustee of the Scheme. This Notice gives the Case Panel’s reasons for that order.

Directly Affected Parties

  1. The Case Team identified the Independent Trustee as the only party directly affected by its Warning Notice.  However, the Case Team also recognised that Vedius Trustee Limited (“VTL”) and GFS Trustee Limited (“GFSTL”) are “interested parties” given their connections with the Scheme as former trustees.  The Case Team therefore provided both VTL and GFSTL with a copy of the Warning Notice.
  2. Under section 96(2)(d) PA 04 the Determinations Panel must give notice of its determination to such persons as appear to it to be directly affected by it. The Case Panel considered that in addition to the Independent Trustee, the former trustees of the Scheme, VTL and GFSTL, together with Gallium P E Depositary Limited (“GPEDL”), are also parties directly affected by its determination as they may still hold assets belonging to the Scheme (see further below).
  3. Having reached this conclusion, on 8 October 2025, the Case Panel wrote to VTL, GFSTL and GPEDL allowing them a short period to make representations if they wished to do so.

The Scheme and Employer

  1. The Warning Notice gives the following information about the Scheme, the Employer and the Participating Employer.
  2. The Scheme is an occupational pension scheme within the meaning of section 1 of the Pension Schemes Act 1993, being a defined contribution scheme with 468 members. The Scheme was established under trust on 30 October 2014 and was registered with TPR on 16 December 2014. TPR understands that the Scheme has always had its main administration in the United Kingdom.
  3. The Trust Deed and Rules governing the Scheme are dated 1 May 2015, having been updated and amended by deeds dated 3 May 2018 and 4 December 2018. However, the Warning Notice states that neither the Case Team nor the Independent Trustee have been provided with a copy of the deeds or any amendments.
  4. The employer is Gallium Capital Limited (“Gallium”), company number 07707344, and the Participating Employer is Gallium Fund Solutions Limited, company number 06634506.
    It is clear from the Warning Notice that GFSTL was (at some stage) appointed as trustee. By a Deed of Removal dated 1 November 2017, GFSTL was removed and VTL appointed.

The Factual Background

  1. The Independent Trustee was appointed on 19 April 2024, pursuant to section 7(3)(b) PA 95, a non-reserved function exercisable by the executive arm of TPR. The Warning Notice dated 11 July 2025 (the Vesting Warning Notice) explains that “This power was used as the Scheme was a relevant Multi-Employer Scheme but there was only one sole director of one corporate trustee whereas there should have been a minimum of three trustee directors” (in accordance with regulation 27(1) of the Occupational Pension Schemes (Scheme Administration) Regulations 1996).
  2. It is apparent from the Warning Notice dated 22 March 2024 (the trustee appointment Warning Notice), that the Case Team had additional concerns that, prior to the Independent Trustee’s appointment, there was no trustee with the required trustee knowledge and understanding who could act without a conflict of interest. It further stated that the sole director of the trustee (Mr Bailey of VTL) had acknowledged that he did not have the requisite experience and indicated a willingness to appoint an independent trustee to the Scheme.
  3. TPR issued a Determination Notice dated 19 April 2024 appointing the Independent Trustee under section 7(3)(b) PA 95 stating that it was “satisfied that section 7(3)(b) of the 1995 Act applies to ensure there are sufficient number of trustees for the proper administration of the Scheme.”
  4. TPR also exercised the power under section 7(5) PA 95 to determine that the appropriate number of trustees for the Scheme was one, on the basis that the appointment of more than one trustee would not be necessary or cost-effective and an appointment of one trustee “with exclusive powers is reasonable and appropriate, in light of the limited amount of the remaining Scheme funds and the need to act promptly and efficiently in relation to assessing merits and progressing routes for recovery of Scheme assets”.
  5. In accordance with section 8(4)(b) PA 95 the Independent Trustee was appointed with powers and duties exercisable to the exclusion of other trustees (which at the time was VTL). VTL subsequently resigned from the Scheme.
  6. The vesting power under section 9 PA 95 is a reserved function, not exercisable by the executive arm of TPR.  Consequently, the Scheme’s assets were not vested in the Independent Trustee on appointment.
  7. The Independent Trustee has since notified the Case Team of challenges it has encountered in trying to identify, and secure the transfer of, Scheme assets into its control. The Warning Notice stated that following its appointment, the Independent Trustee contacted Mr Bailey, the sole director of VTL, on numerous occasions between May 2024 and April 2025, asking for Scheme documentation and for Scheme assets to be transferred to it.  The Independent Trustee has stated that Mr Bailey was persistently evasive in his responses. Given the lack of progress in obtaining necessary information and documents from VTL, or Mr Bailey, to enable the transfer of the Scheme’s assets, the Independent Trustee asked the Case Team for an order that the Scheme’s assets be vested in it by a request dated 19 December 2024. 

Scheme assets

  1. The Case Team understands that the Scheme Trust, Deed and Rules do not provide for automatic vesting of assets when a new trustee is appointed and the Deed of Removal dated 1 November 2017 appointing VTL does not mention vesting of Scheme assets.  The Case Team therefore understands that the Scheme assets may still be vested in GFSTL although it recognises that it is possible that there was a transfer of the Scheme assets at some point which TPR and the Independent Trustee do not have information about.
  2. Whilst it is not clear to the Case Panel precisely what the Scheme assets comprise, from the material provided it seems that:
    i.    Some Scheme assets may be held in trust for the Scheme by virtue of a Custodian Agreement dated 31 March 2017, where the custodians are GFS Trustee Limited and Gallium P E Depositary Limited (“the Custodians”)
    ii.    The Scheme invested in “alternative investment funds” with those units/participations being held by the Custodians.  The Independent Trustee has indicated that “the only evidence that the former Trustees purchased these units are application forms and certificates which use a standard template and have had signatures cut and paste[d] into them”
    iii.    There is a question over whether the Scheme does, or does not, own any real estate properties or have any interest in them.

Request for a vesting order

  1. The Warning Notice explains that the request from the Independent Trustee for a vesting order arose as a result of the following:
    i.    The assets of the Scheme appear to include interests in a number of commercial and residential real estate properties in the UK.  Where an independent trustee is seeking to deal with any land assets belonging to a scheme, the Land Registry of England and Wales will ask for evidence that scheme assets have been legally vested in that trustee.
    ii.    An order vesting the assets of the Scheme in the Independent Trustee pursuant to section 9 PA 95 would entitle the Independent Trustee to register its interest by virtue of rule 161 of the Land Registration Rules 2003 (SI 2003/1417) and enable the Independent Trustee to deal with the Scheme’s property assets, such as they are.
  2. The Case Team’s Warning Notice sets out other steps that could be taken as regards vesting of assets without TPR’s intervention:
    i.    a vesting order could be sought from the High Court under section 44 of the Trustee Act 1925. However, the Case Team is conscious that the cost of applying for a High Court order is expensive and further noted that, while the value of the property assets of the Scheme is unknown, the value of the other assets of the Scheme have now been reduced to £41,832.12. The Case Team’s view is that it would be unreasonable to expect the Independent Trustee to use the limited Scheme assets available to apply for a vesting order to be made by the High Court when TPR is able to provide a remedy.
    ii.    a vesting deed could be executed between VTL and the Independent Trustee, but this would require VTL’s cooperation and agreement, and the Case Team understands that the Independent Trustee is not able to get VTL to agree to such a vesting deed.


24.    The Case Team notes that it was intended that the Independent Trustee would have sole control of the Scheme’s assets, having been appointed with exclusive powers.  A vesting order pursuant to section 9 PA 95 is the appropriate and logical means of achieving this, particularly given the difficulties experienced by the Independent Trustee regarding handover of control of Scheme assets by VTL.  In the circumstances, the Case Team submits that the grounds for the exercise of the power under section 9 PA 95 to vest the Scheme assets in the Independent Trustee are met, that the use of this power is consistent with TPR’s duties under section 100 PA 04 and that it should assist the effective administration of the Scheme and enable the Independent Trustee to manage the Scheme assets more efficiently for the benefit of members.

The Law

  1. Section 9 PA 95 provides:

“Where the Authority have power under this Part to appoint or remove a trustee or a trustee is removed under section 3A, they may exercise by order the same jurisdiction and powers as are exercisable by the High Court or, in relation to a trust scheme subject to the law of Scotland, the Court of Session for vesting any property in, or transferring any property to, trustees in consequence of the appointment or of the removal.”

  1. Section 7(3)(b) and (5) PA 95 provides:

“…
(3) The Authority may also by order appoint a trustee of a trust scheme where they are satisfied that it is reasonable to do so in order—
…
(b) to secure that the number of trustees is sufficient for the proper administration of the scheme,
...
(5) The power to appoint a trustee by an order under this section includes power by such an order—
(a) to determine the appropriate number of trustees for the proper administration of the scheme”

Representations

  1. Representations dated 18 July 2025 were received from Mr Michael Bailey on behalf of VTL (as an “interested party”).  These alleged that the Warning Notice contained “a number of inaccuracies” and that concerns had been raised in relation to assets which were not, in fact, Scheme assets. Mr Bailey indicated that when the Independent Trustee was appointed, he had provided it with “a substantial pack” of documents which “included all of the documents” in his possession or control.
  2. Mr Bailey’s representations included a table (and some documentary evidence) setting out the Scheme assets as at 19 April 2024, with Mr Bailey explaining that the Scheme assets were made up of “Alternative Asset Investments” being “Partnership Interests” and “units/participations” in those investments held on behalf of the Scheme by the Custodians GFSTL and GPEDL by virtue of the Custodian Agreement dated 31 March 2017.
  3. As regards the making of a vesting order, Mr Bailey expressed the view that it is not needed as the Independent Trustee could have approached GFSTL and GPEDL for a Deed of Assignment.  Mr Bailey accepted, however, that “If Gallium does not cooperate then a Vesting Order would enable the transfers to be made”. Mr Bailey also expressed some concern over the Independent Trustee wishing “to gain control of assets that don’t belong to the Scheme” explaining that “The Scheme does not own, and has never owned, any real estate properties”.
  4. On 22 August 2025 the Independent Trustee responded to the representations from Mr Bailey to clarify the reason a vesting order was required. These explained that the vesting order was not only required for any real estate property assets but rather for any Scheme assets vested in the former trustees to be vested in the Independent Trustee. The representations explained that, whilst contact had been made with “Gallium” to arrange the appropriate documentation to transfer the Scheme assets to it, legal advice received gave it “little confidence” in Gallium’s ability to produce the correct paperwork.
  5. The Independent Trustee set out a number of concerns with the Scheme documentation provided including the following:
    i.    The only evidence that the former Trustees purchased the units are application forms and certificates which use a standard template with signatures “cut and paste[d]” into them.
    ii.    Various deeds of assignments and correction which did not appear to have been validly executed as signatures had been “cut and paste[d]” into the deeds.
    iii.    Despite attempts by the Independent Trustee to reconcile all the payments across the various investments to the certificates and audit files, there remain some discrepancies and a lack of expected documentation. The representations included an example of a £100,000 payment evidenced only by a letter of the same date confirming an increase in loan contributions of £100,000 but without other formal documentation of the loan or an increase in unit/participations as a result of it where the Independent Trustee would have expected “some legally binding contract or security for such a loan”.
  6. Given the poor documentation, the Independent Trustee anticipated that it would incur “significant legal fees” if it were to try to document the various investments and draft the correct documentation to transfer ownership. Moreover, as the Independent Trustee has advised Gallium of its intention to issue a formal claim against Gallium Fund Solutions Limited, it is “highly unlikely” that Gallium would engage with its attempts to transfer the ownership of Scheme assets.
  7. Finally, the Independent Trustee’s representations emphasised that “Mr Bailey appears to be labouring under the misapprehension that we are seeking, by obtaining a Vesting Order, to gain control of assets that the Scheme would not be entitled to. That has never been our intention, and the wording of the proposed Vesting Order has its clear limitations so would not support any attempt to secure assets that do not, in any event, belong to the Scheme.  The sole intention is to ensure that those vest unequivocally with the current trustee, saving both us (and thereby the members of the Scheme) time and cost – and, ultimately, we cannot see that provision of a Vesting Order will prejudice Mr Bailey (or any other parties) in any way whatsoever.”

Further Representations

  1. On 10 October 2025 in response to the Case Panel’s invitation to make representations, Mr Bailey reiterated that VTL held no Scheme assets and has passed all documents and records in its possession to the “replacement Trustee”, that is, the Independent Trustee.
  2. On 14 October 2025 Mr Peter Dooley, on behalf of “Gallium”, made representations in relation to his concerns about Mr Bailey “and others” but did not express any views on the vesting order.  (The representations setting out these concerns have been passed on to the Case Team.)
  3. No other representations were received.

Reasons for the Decision

  1. In making its decision the Case Panel had regard to the objectives of TPR as set out in section 5 PA 04 and to the matters listed in section 100 PA 04.
  2. The Case Panel determined to issue an order to vest assets in the Independent Trustee for the reasons set out below.
  3. In order to exercise the power in section 9 PA 95, TPR had to have exercised the power to appoint a trustee, and had done so on 19 April 2024.  Whilst the Case Panel had concerns over whether section 7(3)(b) was the most suitable appointment power, it accepted that the determination (including the determination under section 7(5)(a) PA 95) was to secure a sufficient number of trustees for the proper administration of the Scheme.  The Case Panel was therefore satisfied that it could exercise the power to vest property in the Independent Trustee.
  4. Neither the Case Team nor the Independent Trustee had sight of the Scheme’s Trust, Deed and Rules or the subsequent deed(s) of amendment and, in the absence of those, it is unclear that assets have been vested in the Independent Trustee. It is in the members’ interests that all Scheme assets be vested in the Independent Trustee to assist the effective administration of the Scheme and enable the Independent Trustee to manage the Scheme assets more efficiently.
  5. The Case Panel accepted the Independent Trustee’s assertion that Gallium is unlikely to cooperate with it to put in place a properly executed deed of assignment and that this would lead to additional costs and delays in settling the affairs of the Scheme which is not in the interests of its members.
  6. The Case Panel noted that the Independent Trustee could seek a vesting order from the High Court under section 44 of the Trustee Act 1925.  However, in the Panel’s view this was an unnecessary expense which may ultimately need to be reimbursed out of the Scheme’s resources, which appeared to have significantly fallen in value over the years. The Case Panel noted that, had the Determinations Panel been asked to make the original appointment of the Independent Trustee under section 7(3)(a)(c) or (d), a vesting order could, and in the ordinary course would, have been made at the same time as the independent trustee appointment.  The Case Panel concluded that, in these circumstances, it is cost effective, and appropriate, to now make the vesting order.
  7. Regarding the concerns in Mr Bailey’s representations that the Independent Trustee may be seeking to gain control of assets which do not belong to the Scheme, the vesting order would only vest assets which belong to the Scheme in the Independent Trustee. Therefore, any assets that do not belong to the Scheme as a matter of law will not vest in the Independent Trustee.

Conclusion

  1. For the reasons set out above the Case Panel determined that an Order should be made in the following terms:
    “Pursuant to section 9 of the Pensions Act 1995, it is hereby ordered that all property and assets of the Scheme, heritable, moveable, real and personal, of every description and wherever situated and all rights pertaining to that property be vested in, assigned to and transferred to Vidett Governance Services Limited as the trustee of the Scheme, appointed under section 7(3)(b) of the Pensions Act 1995 on 19 April 2024.”
  2. Appendix 1 to this Determination Notice contains important information about the rights to refer this decision to the Upper Tribunal.

Signed:    

Chair:        Sarah Chambers   

Dated:     22 October 2025     

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