![CL-2025-000062 - [2025] EWHC 1506 (Comm)](https://backend.juristeca.com/files/emisores/logo_WAai98v.png){kind=logo}
The Bridging Loans
The Bridging Loans
In addition Eraaya secured bridging finance, comprising:
A loan of US$12.5m from a Bermudan company, Oyster Bay Fund Limited (“Oyster Bay”) dated 30 July 2024. The management shares in Oyster Bay are held by Elara and the fund is managed by a subsidiary of Elara, Elara Capital Mauritius Limited.
A loan of US$34.83m from VLL, made pursuant to an agreement dated 16 August 2024 (“the VLL Loan”). It appears that this to some extent reflected a commitment arising out of VLL having provided funds up front for a deposit to bid for Ebix. That agreement:
Was on terms that Eraaya pay interest at 4% per month (i.e. 48% per annum), repaying the loan by 31 January 2025 and that until full repayment (with interest) “no third-party rights are created over fifty-one percent (51%) of the total issued share capital of Ebix International Holdings Limited.”
Recorded that:“The First Party is acquiring 100% of the Company, however due to certain circumstances beyond the control of [Eraaya] Melanie Lane Partners Series Fund and Watch Hill Capital LLC shall be allotted 2.42% equity in the Company and the balance equity shall be allotted to the First Party."
Provided that in the event that the loan was not repaid by 31 January 2025, VLL could convert the loan into 51% equity in Ebix. To do that VLL would need to issue a written notice to Eraaya within 3 days of the due date (i.e. by 3 February 2025). After that there would be 180 days to effect that transfer, during which time it would have an option to instead accept repayment if satisfied Eraaya had the money.
- Heading
- Introduction
- The Facts
- Engagement of Elara
- The Bridging Loans
- The First Settlement Agency Agreement
- The Offering Circular
- The First Bond Issue
- The Second Bond Issue
- The Dispute Emerges
- The Claim and the Listing of this Hearing
- Injunction Application
- The Parties’ Submissions
- The Merits of Eraaya’s claim: analysis
- The Proprietary Issues
- The Issues
- Express Trust
- Quistclose
- Bare Trust
- Balance of convenience
- Damages not an adequate remedy: Eraaya’s case
- Other Discretionary factors and conclusion
- Joinder Application: Legal Principles
- The issues between the parties
- Analysis
- Collateral Use Application
- The parties’ submissions
- Analysis
- Post script: Collateral Use and Joinder (Abuse of Process)
- Conclusions