Contract analysis

1. TITLE AND NATURE OF APPLICATION

1. This is an application by the Judgment Creditor, Thalassa Shipping & Logistics SA ("TSL" or the "Applicant"), for a Garnishee Order to Show Cause pursuant to Order 49 of the Rules of Court 2021 (the "ROC 2021"), directed to Pinnacle Bank (Singapore) Ltd. (the "Garnishee"), requiring the Garnishee to attend before this Honourable Court and show cause why it should not pay to the Judgment Creditor the debts due or a

2. This application is filed in connection with Originating Summons No. 872 of 2024 ("OS 872/2024"), by which the Judgment Creditor obtained leave of this Honourable Court to enforce a final arbitration award issued by a tribunal constituted under the Rules of the London Court of International Arbitration ("LCIA") in LCIA Arbitration Case No. 224718, dated 28 June 2024 (the "Award"), as a judgment of the Singapore Hi

3. Leave to enforce the Award was granted by this Honourable Court on 6 September 2024. The Award has thereby been recognised and is enforceable as a judgment of the Singapore High Court. Notwithstanding the grant of leave to enforce, the Judgment Debtor has failed to satisfy the Award, whether in whole or in part (save for amounts garnished in other jurisdictions as set out below), and remains substantially indebted

4. The Judgment Creditor respectfully seeks the following orders from this Honourable Court: 2.1 Garnishee Order to Show Cause

5. An order that the Garnishee, Pinnacle Bank (Singapore) Ltd. (6 Battery Road, #20-01, Singapore 049909), attend before this Honourable Court on a date to be fixed and show cause why it should not pay to the Judgment Creditor all debts due or accruing due from the Garnishee to the Judgment Debtor and/or to KBSPL (80 Robinson Road, #14-02, Singapore 068898), being a wholly-owned subsidiary of the Judgment Debtor, suf

6. Specifically, the Applicant seeks that the Garnishee show cause why it should not pay the sum of SGD $31,200,000 (Singapore Dollars Thirty-One Million Two Hundred Thousand) or such amount as stands to the credit of any and all accounts held by KBSPL and/or KMH at Pinnacle Bank (Singapore) Ltd., or so much thereof as may be sufficient to satisfy the judgment debt, together with interest accrued thereon and the cost

7. Pending the hearing of the Garnishee Order to Show Cause, the Garnishee be restrained from making any payment out of, transferring, dealing with, diminishing, or otherwise disposing of any funds standing to the credit of any account held in the name of KBSPL and/or KMH at Pinnacle Bank (Singapore) Ltd. 2.2 Garnishee Order Absolute

8. That, upon the Garnishee failing to show sufficient cause at the return date hearing, the Garnishee Order to Show Cause be made absolute and the Garnishee be ordered to pay to the Judgment Creditor the sums standing to the credit of the Judgment Debtor and/or KBSPL at Pinnacle Bank (Singapore) Ltd., up to the amount of the outstanding judgment debt, inclusive of post-award interest and costs. 2.3 Costs

9. That the costs of and incidental to this application, including but not limited to the costs of obtaining the Garnishee Order to Show Cause, the costs of service, and the costs of the return date hearing, be borne by the Judgment Debtor and be added to the judgment debt.

10. Such further or other relief as this Honourable Court deems fit.

3. GROUNDS OF APPLICATION 3.1 The Underlying Judgment — Enforcement of LCIA Award No. 224718

11. On 28 June 2024, a final arbitration award was issued in LCIA Case No. 224718 (the "Award") by a tribunal duly constituted under the LCIA Arbitration Rules 2020, with the seat of arbitration in London, England. The tribunal was composed of the following members: (a) Presiding Arbitrator: Sir Malcolm Fenton-Clarke; (b) Co-Arbitrator (nominated by the Claimant, Thalassa Shipping & Logistics SA): Professor Athena Dr

12. The Award was rendered in favour of Thalassa Shipping & Logistics SA, as Claimant in the arbitration, against Korinthian Maritime Holdings Ltd., as Respondent in the arbitration. The arbitral proceedings were conducted over a period of approximately eighteen months, with an evidentiary hearing held in London over fifteen sitting days between 11 March 2024 and 4 April 2024. The tribunal received extensive written

13. The dispute giving rise to the arbitration arose from three time charter-party agreements, each governed by English law, entered into between the parties between 2019 and 2021 for the charter of three dry-bulk carriers: (a) M/V *Aegean Fortuna* (IMO 9784521) — Time Charter-Party dated 15 March 2019, for a period of 60 months; (b) M/V *Crimson Horizon* (IMO 9801334, Handymax Bulk Carrier, 37,500 DWT, Liberian flag

14. The tribunal found, on the merits, that KMH had engaged in repudiatory breaches of each of the three charter-party agreements, as follows: (a) Wrongful early redelivery of M/V *Aegean Fortuna*: KMH redelivered the vessel on 18 June 2022, approximately 14 months prior to the contractual redelivery date, without any contractual entitlement to do so and in circumstances constituting a renunciation of its obligations

15. The tribunal's findings on liability were unanimous. Its findings on quantum, as set out in the following section, were also unanimous. 3.2 Award Amounts

16. The tribunal awarded the following sums to TSL: (a) Damages for wrongful early redelivery of M/V *Aegean Fortuna*: £42,300,000, computed as the difference between the charter-party rate and the market rate for the unexpired period of the charter, together with incidental losses arising from the early redelivery, including repositioning costs and lost employment opportunities. (b) Outstanding hire and damages for

17. The total principal amount of the Award is accordingly £96,450,000.

18. In addition, the tribunal ordered an allocation of costs, determining that KMH should bear 85% of the total costs of the arbitration. This allocation resulted in the following costs award: (a) LCIA administrative costs and arbitrators' fees: £3,240,000; and (b) TSL's legal costs (solicitors' fees, counsel's fees, expert fees, and disbursements): £8,910,000.

19. The total costs payable by KMH to TSL accordingly amount to £12,150,000.

20. The grand total of the Award, inclusive of costs, is £108,600,000 (approximately USD $120,000,000 at the prevailing exchange rate of £1 = USD $1.2441 as at the date of the Award, 28 June 2024).

21. The tribunal further ordered that post-award interest shall accrue on all unpaid sums at the rate of 5.25% per annum simple from 29 June 2024 until the date of payment. A computation of the judgment debt as at the date of this application, including accrued post-award interest and credits for amounts recovered in other jurisdictions, is set out in the Schedule annexed hereto. 3.3 Singapore Enforcement Order

22. On 14 August 2024, TSL filed Originating Summons No. 872 of 2024 in the Singapore High Court (General Division), seeking leave to enforce LCIA Award No. 224718 pursuant to Section 19 of the IAA and Articles II, III, and IV of the New York Convention, as incorporated into Singapore law by Section 27 of the IAA.

23. The application was heard on an ex parte basis and, by order dated 6 September 2024, this Honourable Court granted leave to TSL to enforce the Award in the same manner as a judgment of the High Court. A certified copy of the Order dated 6 September 2024 is exhibited at Exhibit 3.

24. The Award has thereby been recognised and is enforceable as a judgment of the Singapore High Court for all purposes, including for the purposes of garnishee proceedings under Order 49 of the ROC 2021.

25. The Judgment Debtor has not applied to set aside the order granting leave to enforce. The time for any such application has expired. The Judgment Debtor has failed and/or refused to satisfy the Award, whether in whole or in part (save for amounts garnished in England & Wales as described below). As at the date of this application, the Judgment Debtor remains substantially indebted to the Judgment Creditor in the

26. The Judgment Creditor has identified that Pinnacle Bank (Singapore) Ltd. maintains one or more bank accounts in the name of Korinthian Bulkers (Singapore) Pte. Ltd. ("KBSPL"), a private limited company incorporated in Singapore with its registered address at 80 Robinson Road, #14-02, Singapore 068898.

27. KBSPL is a wholly-owned subsidiary of the Judgment Debtor, KMH. The shareholding structure is as follows: KMH (Registration No. HE 387421, Cyprus) holds 100% of the shares in Oceangate Ventures Ltd. (Registration No. HE 401293, Cyprus) (the "Intermediate Holding Company"), which in turn holds 100% of the shares in KBSPL. The corporate registry records establishing this ownership chain are exhibited at Exhibit 5.

28. The funds standing to the credit of KBSPL at Pinnacle Bank (Singapore) Ltd. include, inter alia, proceeds from the sale and operation of vessels, including proceeds from the sale of M/V Crimson Horizon (IMO 9801334, Handymax Bulk Carrier, 37,500 DWT, Liberian flag), which was formerly owned by KBSPL. It is a matter of particular significance that M/V Crimson Horizon was one of the three vessels that was the subje

29. Asset tracing investigations have been conducted by Hartwell Pemberton LLP, a firm of forensic accountants based at 25 Old Broad Street, London EC2N 1HN, under the direction of Ms. Rebecca Saunders (Partner) and Mr. Mark Huxley (Director). The preliminary findings of those investigations are set out in the Asset Tracing Report dated 15 August 2024 (the "Preliminary Report"), exhibited at Exhibit 4.

30. On the basis of the Preliminary Report and further supplementary investigations, it is believed that the sum of approximately SGD $31,200,000 stands to the credit of one or more accounts held in the name of KBSPL at Pinnacle Bank (Singapore) Ltd. as at the date of this application. These funds include: (a) Proceeds from the sale of M/V Crimson Horizon, which was sold by KBSPL on or about 12 July 2024, after the d

31. These funds constitute debts due or accruing due from the Garnishee (Pinnacle Bank (Singapore) Ltd.) to KBSPL, and by extension to the Judgment Debtor (KMH), and are amenable to garnishment under Order 49 of the ROC 2021. 3.5 The Corporate Relationship — Basis for Garnishing the Subsidiary's Accounts

32. The Judgment Creditor submits that the funds held by KBSPL at Pinnacle Bank (Singapore) Ltd. are properly amenable to garnishment in satisfaction of the judgment debt owed by KMH, on the following grounds.

33. KBSPL is a wholly-owned subsidiary of the Judgment Debtor through the following corporate chain: Korinthian Maritime Holdings Ltd. (HE 387421, Cyprus) → 100% owner of → Oceangate Ventures Ltd. (HE 401293, Cyprus) → 100% owner of → Korinthian Bulkers (Singapore) Pte. Ltd. (Singapore)

34. KBSPL does not operate independently but functions as the operational and fund-holding entity for KMH's Singapore operations. The evidence demonstrates that: (a) KBSPL acts as a conduit through which KMH channels revenues from its Singapore-based shipping operations, including charter hire, freight earnings, and vessel sale proceeds; (b) The Judgment Debtor, through its ultimate beneficial owner, Mr. Andrei Volko

35. In the circumstances, the funds held by KBSPL at Pinnacle Bank (Singapore) Ltd. properly constitute assets available for enforcement of the judgment debt. The Judgment Creditor relies upon the analysis prepared by Calderwood & Harkness LLP and Hartwell Pemberton LLP on the beneficial ownership chain, as set out in the asset tracing reports dated 15 August 2024 and 1 October 2024, exhibited at Exhibits 4 and 7 res

36. The Judgment Creditor further submits that, to the extent necessary, KBSPL should be treated as the alter ego of the Judgment Debtor for the purposes of enforcement, given the complete unity of interest and ownership between the two entities and the use of the corporate structure to hold assets beyond the reach of creditors. 3.6 Urgency and Risk of Dissipation

37. There is a real and imminent risk that the Judgment Debtor will seek to dissipate, transfer, or otherwise remove the funds held at Pinnacle Bank (Singapore) Ltd. beyond the reach of this Honourable Court and the Judgment Creditor. The Judgment Creditor relies on the following matters in support of this submission.

38. First, evidence of post-award asset dissipation by KMH has been documented by Hartwell Pemberton LLP in its supplementary asset tracing report dated 1 October 2024 (extracts exhibited at Exhibit 7). In the period between 28 June 2024 (the date of the Award) and 28 August 2024 (a period of two months), the following transactions were identified: (a) Transfers from accounts held by KMH and its subsidiaries to entit

39. Second, the Commercial Court of England and Wales has already made an express finding of a real risk of dissipation. On 16 July 2024, Mr. Justice Ashworth of the Commercial Court granted a Worldwide Freezing Order in Claim No. CL-2024-000487 (the "WFO") freezing KMH's assets worldwide up to the value of £108,600,000. A certified copy of the WFO is exhibited at Exhibit 6. On the return date hearing on 30 July 2024

40. Third, the evidence demonstrates that KMH has dispersed its assets internationally through a complex structure of entities incorporated in the British Virgin Islands, the Republic of Cyprus, Singapore, and the United Arab Emirates, designed to frustrate the collection efforts of its creditors. The KMH group structure is characterised by the use of multiple layers of intermediate holding companies, nominee directo

41. In the circumstances, the Judgment Creditor respectfully submits that there is an urgent need for a Garnishee Order to Show Cause to be granted, together with an interim restraint on the Garnishee preventing any payment out of or dealing with the relevant accounts, in order to preserve the funds pending the return date hearing. 3.7 Parallel Enforcement Proceedings

42. The Judgment Creditor wishes to inform this Honourable Court, in the interests of full and frank disclosure, that enforcement proceedings in respect of the Award are being pursued in multiple jurisdictions, as set out below. The Applicant undertakes to credit any amounts recovered in other jurisdictions against the total judgment debt so as to prevent double recovery. England and Wales

43. Permission to enforce the Award as a judgment of the High Court of England and Wales was granted on 2 August 2024 in Claim No. CL-2024-000487 in the Commercial Court.

44. A third-party debt order was sought against Meridian Trust Bank Ltd. (50 Lombard Street, London EC3V 9EA), the Judgment Debtor's London bankers. An interim third-party debt order was granted on 5 August 2024, and a final third-party debt order was made on 3 September 2024, resulting in the garnishment of £18,720,000 from accounts held by KMH at Meridian Trust Bank Ltd.

45. KMH filed an application to set aside the Award on 19 August 2024 under Sections 68 and 69 of the Arbitration Act 1996 (England and Wales), alleging serious irregularity and errors of law. That application was heard and dismissed by Mr. Justice Ashworth on 11 October 2024. The learned judge held that none of the grounds raised by KMH disclosed any serious irregularity within the meaning of Section 68 or any error

46. An application for recognition and enforcement of the Award was filed on 9 August 2024 in the Nicosia District Court (Case No. 2247/2024). A freezing injunction over KMH's assets in Cyprus was granted on 12 August 2024.

47. Local counsel acting for TSL in Cyprus are Kyprianos Makrides & Partners (Mr. Andreas Kyprianos and Ms. Nadia Makrides), 15 Grivas Digenis Avenue, Nicosia 1066, Cyprus. Opposing counsel acting for KMH in the Cyprus proceedings are Vassiliadis & Economou LLC (Mr. Georgios Vassiliadis and Ms. Eleni Economou).

48. The Cyprus enforcement proceedings remain pending as at the date of this application. United Arab Emirates

49. An enforcement application was filed on 22 August 2024 in the Dubai Court of First Instance (Case No. 1893/2024). A precautionary attachment was granted on 28 August 2024 over the accounts of Korinthian DMCC (Unit 3407, Almas Tower, Jumeirah Lake Towers, Dubai) held at Emirates Gulf Commercial Bank PJSC (Gate Village 3, DIFC, Dubai).

50. Local counsel acting for TSL in the UAE are Al-Rashid Hatem & Associates (Mr. Tariq Al-Rashid and Ms. Leila Hatem), Office 1802, Emirates Financial Towers (South Tower), DIFC, Dubai, United Arab Emirates.

51. The UAE enforcement proceedings remain pending as at the date of this application. Coordination of Multi-Jurisdictional Enforcement

52. Calderwood & Harkness LLP, as lead enforcement counsel, is coordinating the multi-jurisdictional enforcement strategy on behalf of TSL. The Applicant undertakes to this Honourable Court that it will not seek to recover more than the total amount of the judgment debt (inclusive of post-award interest and costs) across all jurisdictions, and that any amounts recovered in other jurisdictions will be promptly credite

4. SUPPORTING EVIDENCE 4.1 Affidavit in Support

53. This application is supported by the Affidavit of Captain Dimitrios Kouretas, Head of Chartering and Operations at Thalassa Shipping & Logistics SA, filed in OS 872/2024 (the "Supporting Affidavit"). Captain Kouretas' Supporting Affidavit sets out the factual background of the charter-party disputes, the conduct of the LCIA arbitration, the issuance of the Award, and the circumstances giving rise to the need for

54. In addition, a supplemental affidavit verifying the matters set out in this application, including the identification of accounts held at Pinnacle Bank (Singapore) Ltd. and the basis for the garnishment sought, will be filed together with this application. 4.2 Exhibits to be Filed with this Application

55. The following exhibits are filed in support of this application: Exhibit 1: Certified copy of LCIA Award No. 224718 dated 28 June 2024, including the tribunal's findings on liability, quantum, interest, and costs. Exhibit 2: Certified copies of the arbitration agreements, being the arbitration clauses contained in each of the three charter-party agreements dated 15 March 2019, 22 January 2020, and 10 June 2021 re