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Neutral Citation Number: [2025] EWHC 2129 (Ch)
Case No: CR-2025-001156
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (CH D)
Royal Courts of Justice, Rolls Building
Fetter Lane, London, EC4A 1NL
Date: 15/08/2025
Before:
MR JUSTICE RICHARD SMITH
IN THE MATTER OF
MADAGASCAR OIL LIMITED
AND
IN THE MATTER OF PART 26A OF
THE COMPANIES ACT 2006
Mark Phillips KC, Matthew Abraham and Rabin Kok (instructed by Shoosmiths LLP) for the Plan Company
Matthew Weaver KC and Katie Longstaff (instructed by Trowers & Hamlins LLP) for Outrider Master Fund LP as creditor of the Plan Company
Hearing dates: 27 and 30 June 2025
Approved Judgment
This judgment was handed down remotely at 10.30am on 15 August 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives.
.............................
MR JUSTICE RICHARD SMITH
Mr Justice Richard Smith:
- Heading
- Introduction
- derivative of Ground 5, BMK not being an ‘in the money’ creditor such that there was no jurisdiction to ‘cram down’ Outrider’s debts ( Ground 6 ); and unfairness of the Plan ( Ground 8 )
- The witnesses
- Production Sharing Agreement
- The Oilfield
- Prior financing
- The Guarantee
- BMK’s purchase of the MOL shares
- The Group’s current financing arrangements/ position
- BMK’s claim under the MOL Intercompany Loan for approximately US$63.79m; and BMK’s claim under the MOSA Intercompany Loan for approximately US$604.33m
- Outrider/ ABI co-operation
- Mauritius proceedings
- The BMK/ MOL Guarantee claim will be compromised and released in full for US$1
- The BMK/ MOSA Guarantee claim will be released through a third-party release for US$1 The BMK/ MOSA Intercompany Loan will remain outstanding; and
- The Outrider/ MOSA Guarantee claim will be released through a third-party release for US$1; and
- Calculation of the Plan consideration
- New money
- The requirement for the new loan to be fully repaid after five years (Clause 6) MOL’s ability fully or partially to prepay the new loan (Clause 7.2)
- Non-party releases
- Deed of Subordination
- Outrider’s recent offer
- Conditions for sanction
- Principal legal authorities
- Class composition
- Conclusions