CR-2025-001156 - [2025] EWHC 2129 (Ch)

Calculation of the Plan consideration

MOL explained how the amounts Outrider would receive under the Plan had been calculated in a manner attributing the maximum value to Outrider’s claims, both in MOL and MOSA. In legal terms, Outrider’s Guarantee claim against MOL (US$71.25m) represents approximately 48.01% of MOL’s debt and, the corresponding Guarantee claim against MOSA, 8.02% of MOSA’s debt. However, the debts due to Outrider from MOL and MOSA have been ‘aggregated’ to attribute a maximum value to Outrider’s debt in both, including Outrider’s ‘share’ of the (US$203.19m) MOL/ MOSA intercompany loan. Applying this calculation, MOL has calculated that Outrider is entitled to the economic benefit of 19.01% of MOSA’s debt, reflected in the allocation to Outrider of 19% of the benefit of any sale or disposal of the Group under the “anti-embarrassment” clause.

Likewise, the US$1.45m aggregate revenue cap under the RSA represents a 19% share (plus 6% uplift) of the forecast operational cash surplus over the next 12 years (US$8.74m) less the interest cost on BMK’s new loan (US$2.96m). That sum is paid by way annual payments over that period until the cap is reached, those yearly payments calculated as 1.25% of MOSA’s ‘Net Revenue’, representing oil sales less (i) diluent costs (ii) customer delivery costs and (iii) all royalties, fees, duties and taxes imposed by the Madagascan Government under the PSA.

The US$200,000 Outrider Cash Payment represents the net present value of the aggregate revenue cap of US$1.45m, accounting for the time value of money and risk factors identified in the BP.

As noted, clause 2.3 of the Guarantee caps the total guaranteed sum at US$80m. Given BMK’s related claim under the Guarantee and the suggested aggregating effect of that clause, MOL says that the true value of Outrider’s claim against MOL is likely to be less than US$71.3m. However, the Plan calculation ignores that effect so as to calculate Outrider’s interest on a more favourable basis than at law.