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

On 29 April 2004, OMNIS and MOSA concluded the PSA granting MOSA the exclusive right to undertake oil and gas operations in the Oilfield for a period of 25 years from 2015 (when OMNIS approved the development plan) until May 2040. After 2040, the PSA can be extended five times for a period of five years on each occasion, subject to the management committee comprised of OMNIS and MOL representatives considering commercial production from the Oilfield still to be possible. As such, the ‘longstop’ date for the PSA term is May 2065 (Articles 4.6 and 4.8).

The PSA contains various obligations on the part of MOSA, not least technical services for exploration, development and exploitation operations and financial services, including the financial contribution required to execute MOSA’s obligations (Article 2.3).

MOSA is also required to contribute to the supply of petroleum to the local Malagasy market (Article 26).

The PSA can be assigned to an “Affiliated Company”, subject to demonstration of fulfilment of financial and technical capacities and notification to OMNIS. Assignment can also be made to non-affiliated companies, subject to OMNIS consent, evidence of assignee financial and technical capacities and provision of a replacement bank guarantee (Article 37.1-37.3).

Also of potential relevance here, particularly given the lack of commercial production at the Oilfield since 2016 and Outrider’s pleaded RA (involving the proposed liquidation of MOSA), are the termination provisions of the PSA. OMNIS’ termination right is triggered by, amongst other things, MOSA’s non-fulfilment of its financial obligations (Article 42.1). In addition, the non-observance of the contractual provisions of the PSA affords the non-defaulting party the right to terminate for non-remedy within four months or, if the compensation offered by the defaulting party is not accepted, subject to the invocation of an arbitration process (Article 42.3). Termination of the PSA by OMNIS causes MOSA to lose all its rights and interest therein (Article 42.4).