CL-2025-000062 - [2025] EWHC 1506 (Comm)

Fecha: 18-Jun-2025

Engagement of Elara

Engagement of Elara

10.

For the purposes of raising funds for the acquisition, Eraaya proposed to issue foreign currency (US$) convertible bonds. Accordingly, on 5 July 2024, Eraaya entered into an engagement letter with Elara (“the Engagement Letter”) by which Elara was appointed as Eraaya’s financial advisor in connection with a proposed fund raise of up to US$100 million in the form of equity/equity-linked issuances, debt instruments or any other financial instrument.

11.

The express terms of the Engagement Letter included the following (in summary):

Elara would work on the Transaction “on an exclusive ‘best efforts’ basis” (paragraph 1.1(a));

Elara would “assist and advise [Eraaya] through all phases of the [T]ransaction. Services to be provided will include without limitation: (i) assistance with preparation of offering documents (if required) which shall contain such information as [Elara and Eraaya] may mutually determine to be required […]; (ii) assistance with the distribution of materials to investors following approval by [Eraaya]; (iii) evaluating indications of interest; (iv) assisting [Eraaya] and its counsel in drafting definitive documents” (paragraph 1.1(b)).