CL-2025-000376 - [2025] EWHC 2875 (Comm)

Fecha: 05-Oct-2025

The SPA and the disputes between the parties

The SPA and the disputes between the parties

11.

On 24 January 2025, FIP Coremas and NPP entered into a sale and purchase agreement (the “SPA”) for the sale of Newco (and, therefore, of the Coremas SPVs and the Projects) to China Energy Overseas Investimento Gestão e Serviços do Brasil Ltda. Under the SPA, the “Base Purchase Price” is R§320.1m. As at the date of the Injunction Applications, the Longstop Date was 29 August 2025. However, the parties to the SPA subsequently agreed an extension to 28 October 2025 to enable FIP Coremas and NPP to satisfy certain conditions precedent.

12.

The Sale Proceeds will be paid to FIP Coremas and will then be distributed by TMF. Because FIP Rio Alto is nominally the holder of 13.85% of the quotas in FIP Coremas, it asserts that it is entitled to receive 13.85% of the Sale Proceeds i.e. around R$44m (c.US$8m) (the “Disputed Proceeds”).

13.

The NPP Parties contend, however, that 100% of the Sale Proceeds should be distributed to them because:

(1)

In accordance with the First Amendment to the Cooperation Agreement, the NPP Parties are entitled to 100% of the Sale Proceeds in priority to the RAE Parties.

(2)

In any event, the NPP Parties have compulsorily acquired FIP Rio Alto’s quotas in FIP Coremas (the “Disputed Quotas”) by exercising their rights under the Quotaholders’ Agreement and are therefore entitled to receive the Disputed Proceeds.

14.

Accordingly, in order to enforce their rights under the Quotaholders’ Agreement and the Cooperation Agreement the NPP Parties:

(1)

have commenced the Arbitration, seeking a declaration (with retroactive effect) that the Disputed Quotas belong to the NPP Parties, with the consequence that the NPP Parties are entitled to any share of the proceeds to which FIP Rio Alto might otherwise be entitled; and

(2)

have commenced these English Proceedings to enforce their rights to the Sale Proceeds under the Cooperation Agreement.