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

MOL says that the difficulties of securing appropriate investment for the Oilfield is borne out by the financing efforts of the former Group. According to Mr Reynolds, the former Group’s first capital raising effort was led by Jefferies in 2015 when some potential external investors expressed interest and undertook due diligence but no executable investment offers were made.

On 29 June 2015, BMK, SEP, JPD and Outrider entered into the original Facility Agreement.

USH was listed on the Alternative Investment Market of the London Stock Exchange until 2016. Its principal shareholders were BMK, Outrider, the John Paul Dejoria Family Trust (JPD) and the SEP African Ventures Trust (SEP). By the time of AIM de-listing in 2016, those investors held 90.5% of USH’s shares. With SEP exiting its equity position in April 2016, BMK held 82.6% of the shares, JPD the remaining 17.4%.

SEP exited the Facility in 2017.

Mr Reynolds describes further external capital raising efforts in 2021, led by Stellar Group, with all 16 parties approached said not to be interested in investing in the Oilfield.

On 20 August 2021, Outrider presented a winding up petition against USH in Bermuda. This was withdrawn following negotiations leading to the twelfth and final restatement of the Facility Agreement dated 7 September 2021, with JPD exiting by conversion of its loan to equity, leaving BMK and Outrider as the only debt investors.

Later that year, USH sought a new adviser to lead a capital raising round but this proved difficult, with 13 banks and finance houses apparently declining the mandate before Carlingford came on board. According to Mr Reynolds, only nine potential investors out of the nearly 300 approached signed NDAs to access the data room, with only one potential investor remaining by July 2022. That investor, an oil trading division of an international oil company, did not wish to invest in debt or equity rather than buy some of MOSA’s oil and invest in part of its distribution infrastructure.

Although Mr Hope takes issue with MOL’s characterisation of these capital raising efforts, including their focus on investment in the former Group controlled by BMK rather than in the Oilfield, I am satisfied that the difficulties encountered do reflect the challenging investment proposition presented by the latter.