The First Settlement Agency Agreement
The First Settlement Agency Agreement
A settlement agent was appointed in relation to the bonds, namely GLAS (an English company which provides debt administration services). In this regard, on 22 August 2024, Eraaya entered into a Settlement Agency Agreement with GLAS (“the First Settlement Agency Agreement”). This provided in particular (under clause 3.4) that:
“Once all the trades have settled, the Settlement Agent [i.e. Glas] will make all Issue Fees & Expenses payments as per Issuer’s [i.e. Eraaya’s] irrevocable instructions under Schedule 3 of this Agreement and transfer the remaining Purchase Monies to the Issuer’s Payment Account.”
- 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
![CL-2025-000062 - [2025] EWHC 1506 (Comm)](https://backend.juristeca.com/files/emisores/logo_WAai98v.png)