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

BMK says that it has made a number of offers to Outrider over the years to compromise the Guarantee liabilities and facilitate Outrider’s exit from the Group’s capital structure on reasonable terms, the latest being the cash payment of US$2.315m incorporated into the APA which Outrider rejected.

While awaiting the outstanding sanction decision from the Bermudian court, Outrider and Linkvalue Investment Limited (LVIL), an affiliate of ABI, entered into an Asset Purchase and Cooperation Agreement (APAC) dated 4 March 2024 by which they expressed their wish to acquire the MOSA shares and the MOL and MOSA assets required for the operation of the business.

Outrider and LVIL agreed that a sanctioned agreement between them and the JPLs was a preferred outcome but recognised that “such outcome may not be feasible as a result of timing or financial constraints” and indicated their willingness to proceed with other options including (i) the calling of the Guarantee and/ or initiation of a liquidation of MOL and (ii) appealing an order from the Bermudian court for the sanction of the APA.

In the meantime, LVIL would continue to lead the process of engagement with various candidates with the intent of securing a “Further Party” who would support the funding obligations of LVIL in return for some portion of LVIL and Outrider assets. LVIL agreed to fund the first US$8m of MOL’s and MOSA’s working capital requirements and corporate expenses (as set out in the working capital budget attached to the APAC) following the transfer to LVIL by the JPLs or any liquidator of MOL of 75% of the shares and assets of MOL and MOSA.