1044-00001 · Client 1044 · documents

instruction-northcape-valuation.docx DOCUMENT Finance & Banking

35 / 73 ← → ✕

Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Solicitors 45 Moorgate London EC2R 6AR United Kingdom

Tel: +44 (0)20 7438 6000

Fax: +44 (0)20 7438 6001

DX: 142 London/Moorgate www.calderwoodharkness.com

29 August 2024

Our Ref: SE/HB/PG/TSL-Enforcement

Captain Ian Forsyth Managing Director Northcape Maritime Advisory Ltd. 3 Thomas More Square London E1W 1WY United Kingdom

Re: Independent Vessel Valuation — M/V *Crimson Horizon* (IMO 9801334) — LCIA Award No. 224718 Enforcement — Singapore Judicial Sale

Dear Captain Forsyth,

1. Introduction and Engagement Context

We write to confirm the formal instruction of Northcape Maritime Advisory Ltd. ("Northcape") to provide an independent valuation of the motor vessel Crimson Horizon (IMO 9801334) in the circumstances and for the purposes described below.

As you are aware, this firm acts for Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered and principal offices at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. TSL is the award creditor in respect of LCIA Arbitration Award No. 224718, dated 28 June 2024 (the "Award"), rendered in favour of TSL in the total sum of £96,450,000 in damages, together with costs in the sum of £12,150,000, for an aggregate of £108,600,000. The Award arises from claims brought by TSL against Korinthian Maritime Holdings Ltd. ("KMH"), a private limited company incorporated under the laws of the Republic of Cyprus (Registration No. HE 387421), with its registered office at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus, in connection with a charter-party dispute more fully described in Section 4 below.

TSL is pursuing enforcement of the Award across multiple jurisdictions, including:

(a) England & Wales — Claim No. CL-2024-000487 in the Commercial Court, Queen's Bench Division, High Court of Justice;

(b) Republic of Cyprus — Case No. 2247/2024 in the District Court of Nicosia;

(c) Singapore — Originating Summons No. 872/2024 in the High Court of the Republic of Singapore (Admiralty Division); and

(d) United Arab Emirates — Case No. 1893/2024 before the Courts of the Dubai International Financial Centre.

We are instructing Northcape to provide an independent valuation of the M/V Crimson Horizon principally in connection with the Singapore enforcement proceedings and the anticipated judicial sale of the vessel. This letter sets out the scope, purpose, and terms of that instruction.

2. Purpose of the Valuation

The valuation is required for two related purposes:

(a) Support for Application for Appraisement and Sale. TSL intends to apply to the Singapore High Court (Admiralty Division) for an order for the appraisement and judicial sale of the M/V Crimson Horizon, which was arrested in Singapore waters on 20 August 2024 (as described further in Section 3 below). The valuation report will form part of the evidentiary basis for that application, providing the Court with an independent and expert assessment of the vessel's value.

(b) Establishment of Reserve Price / Bid Adequacy Benchmark. The valuation will also serve to establish a reserve price or benchmark for the judicial sale process itself. In particular, TSL's Singapore local counsel, Straits Meridian LLP (David Teo Wei Lin, Partner, 1 Raffles Place, #44-01 One Raffles Place Tower 2, Singapore 048616), will rely on the valuation in advising TSL on the adequacy of any bids received in the course of the sale, and in making submissions to the Court on that question.

Given these purposes, the valuation report must be in a form suitable for submission to the Singapore High Court as an expert report. It should comply with the standards expected by that court for expert evidence, including the requirements set out in Order 40A of the Rules of Court 2021 and Practice Direction No. 52 of the Singapore Supreme Court Practice Directions. We elaborate further on the required form and content of the report in Section 6 below.

We require valuations to be provided on two distinct bases:

(i) Fair Market Value ("FMV"); and

(ii) Forced Sale Value ("FSV").

The precise definitions and methodology for each basis are addressed in Section 5.

3. Vessel Particulars

The vessel to be valued is described as follows:

The registered owner, Korinthian Bulkers (Singapore) Pte. Ltd., is a wholly-owned subsidiary of KMH, held through the intermediate holding company Oceangate Ventures Ltd. (Cyprus Registration No. HE 401293). A corporate structure chart illustrating the ownership chain is enclosed with this letter (Enclosure 4).

Current Status. The M/V Crimson Horizon was arrested in Singapore waters on 20 August 2024 by the Sheriff of the Supreme Court of Singapore pursuant to an in rem writ of summons filed in the admiralty action connected to Originating Summons No. 872/2024. The vessel is currently lying at anchorage in Singapore and remains under the custody and control of the Sheriff.

As at the date of this letter, no security has been offered by KMH, Korinthian Bulkers (Singapore) Pte. Ltd., Oceangate Ventures Ltd., or any other party connected to the vessel's ownership in satisfaction of, or as a substitute for, the arrest. The vessel therefore remains under arrest, and judicial sale proceedings are anticipated to follow in due course. It is in connection with those sale proceedings that this valuation is principally required.

4. Background to the Dispute and Enforcement

We provide the following summary of the underlying dispute and enforcement proceedings for the purposes of context. A more detailed account is contained in the relevant extracts of the Award enclosed with this letter (Enclosure 1).

4.1 The Charter-Party Agreements

Between 2019 and 2021, TSL entered into three time charter-party agreements with KMH for the charter of the following vessels:

(a) M/V Aegean Fortuna (IMO 9784521), a Supramax bulk carrier of 58,200 DWT;

(b) M/V Crimson Horizon (IMO 9801334), a Handymax bulk carrier of 37,500 DWT; and

Each charter-party was governed by English law and contained an arbitration clause providing for disputes to be referred to arbitration under the rules of the London Court of International Arbitration ("LCIA"), with London as the seat of arbitration.

4.2 KMH's Repudiatory Breaches

Commencing in mid-2022, KMH committed a series of repudiatory breaches of the charter-party agreements. In the case of the M/V Crimson Horizon specifically, KMH failed to pay hire due from 1 July 2022 onwards, with arrears of £4,280,000 accruing before TSL exercised its right to withdraw the vessel on 15 September 2022. Similar defaults occurred in respect of the M/V Aegean Fortuna and M/V Volga Spirit. TSL accepted KMH's repudiatory breaches and terminated all three charter-party agreements.

4.3 The LCIA Arbitration

TSL filed its Request for Arbitration with the LCIA on 14 November 2022. The tribunal was constituted on 8 February 2023 and comprised a sole arbitrator appointed in accordance with the parties' agreement. Following extensive disclosure and exchange of evidence, an evidentiary hearing was held from 11 to 22 September 2023 at the International Dispute Resolution Centre ("IDRC"), London. The tribunal issued its Final Award on 28 June 2024.

The Award was rendered in TSL's favour in the sum of £96,450,000 in damages, together with £12,150,000 in costs (including the tribunal's fees, the LCIA's administrative charges, and TSL's legal costs and disbursements), for an aggregate of £108,600,000.

Of the total damages awarded, £28,150,000 is attributable to the M/V Crimson Horizon specifically, comprising:

(a) Outstanding hire of £4,280,000; and

(b) Loss of bargain damages of £23,870,000.

4.4 Enforcement Steps

Following the issue of the Award, TSL has pursued enforcement vigorously across multiple jurisdictions. The principal enforcement steps relevant to this instruction are as follows:

(a) Worldwide Freezing Order. On 16 July 2024, Mr. Justice Ashworth of the Commercial Court granted a worldwide freezing order ex parte in favour of TSL up to the value of £108,600,000 (Claim No. CL-2024-000487). That order was continued at the return date hearing and remains in force.

(b) Singapore Leave to Enforce. On 6 September 2024, the Singapore High Court granted TSL leave to enforce the Award in Singapore pursuant to the International Arbitration Act (Cap. 143A), in the proceedings commenced by Originating Summons No. 872/2024.

(c) Arrest of M/V *Crimson Horizon*. The M/V Crimson Horizon was arrested in Singapore waters on 20 August 2024, as described in Section 3 above. Judicial sale proceedings are now anticipated.

These enforcement proceedings are being pursued in parallel with enforcement actions in Cyprus and the UAE, as well as asset-tracing work being conducted by our separately engaged forensic accountants and asset-tracing advisors, Hartwell Pemberton LLP.

5. Specific Valuation Instructions

5.1 Valuation Bases Required

We request that the valuation be provided on the following two bases:

Fair Market Value ("FMV"). For the purposes of this instruction, Fair Market Value is defined as the price at which the vessel would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell, both having reasonable knowledge of all relevant facts, and with the vessel in her present condition and class. This is the standard formulation of FMV used in vessel valuation practice and is consistent with the definition recognised by the Baltic Exchange and the leading vessel broking houses.

Forced Sale Value ("FSV"). For the purposes of this instruction, Forced Sale Value is defined as the price that might reasonably be expected to be obtained in a judicial or forced sale of the vessel, taking into account the compressed marketing period typically associated with a judicial sale, the procedural requirements and constraints of the judicial sale process (including the requirement for sale by the Sheriff or court-appointed broker), and the typical discount observed in forced or judicial sale transactions as compared to open-market transactions. We would ask that, where possible, Captain Forsyth identify and quantify the discount to FMV that the FSV represents, with reference to comparable forced sale data.

5.2 Valuation Date

The valuation should be stated as at the date of the report itself, or as close to the anticipated date of the Singapore court hearing on appraisement as is practicable. We will advise you of the hearing date once confirmed by Straits Meridian LLP. In the event that there is a material interval between the date of the report and the hearing date, we may request an updated valuation or a confirmatory letter.

5.3 Basis of Assessment

We request that the valuation take into account, to the extent relevant and ascertainable, the following factors:

(a) Current market conditions for Handymax dry-bulk carriers, including prevailing trends in the sale and purchase market, newbuilding prices, and general market sentiment;

(b) Comparable recent sale transactions (both private sales and judicial or forced sales) for vessels of similar type, size, age, and condition, with appropriate adjustments for differences in specification and market timing;

(c) Current charter market rates and earnings potential, including the Baltic Supramax Index (BSI) and any other relevant indices, time charter equivalent rates, and forward freight curves, to the extent that these inform the income-based component of value;

(d) Scrap value as a floor valuation, based on current lightweight demolition prices at the principal recycling markets and the vessel's estimated lightweight displacement;

(e) The vessel's age, condition, and maintenance history, to the extent ascertainable from the sources available to you (see Section 5.4 below);

(f) Classification status and outstanding survey requirements, including the cost implications of any outstanding conditions of class, overdue surveys, or recommendations;

(g) Flag state and regulatory compliance, including compliance with the International Maritime Organization's safety and environmental regulations, the International Convention for the Safety of Life at Sea (SOLAS), the International Convention for the Prevention of Pollution from Ships (MARPOL), and the Ballast Water Management Convention, as applicable; and

(h) Any other factors that you consider relevant to the determination of FMV and FSV.

5.4 Vessel Technical Details to Be Assessed

We request that Captain Forsyth, to the extent possible, obtain or assess the following technical details in respect of the M/V Crimson Horizon:

(a) Classification society and full class notation (including any additional class notations such as ice class, grab loading notation, or environmental compliance notations);

(b) Date and place of build (shipyard and hull number);

(c) Dates of last special survey, intermediate survey, and annual survey, and the dates on which the next surveys fall due;

(d) Main engine type, manufacturer, specifications, and total running hours (if ascertainable);

(e) Cargo hold capacity and configuration, including the number and dimensions of holds, hatch type and dimensions, and any cargo handling gear fitted;

(f) Ballast water treatment system type and compliance status;

(g) Any known deficiencies, port state control detentions, or outstanding conditions of class; and

(h) Any other technical matters that Captain Forsyth considers relevant to the valuation.

We appreciate that access to certain of the above information may be limited in the circumstances, given that the vessel is under arrest and that KMH and its subsidiaries have not cooperated with TSL's enforcement efforts. We will endeavour to provide any available classification records, technical documentation, and other vessel particulars that are in our possession or that we are able to obtain. Enclosed with this letter are such vessel particulars and technical specifications as are currently available to us (Enclosure 3).

In addition, Straits Meridian LLP may be able to facilitate access to the M/V Crimson Horizon for the purpose of a physical inspection while the vessel remains under arrest. Such access would need to be arranged through the Sheriff of the Supreme Court of Singapore, and we will coordinate this with Straits Meridian LLP upon your confirmation that a physical inspection is required. We would be grateful if you could indicate at the earliest opportunity whether you consider a physical inspection to be necessary or desirable in the circumstances.

In any event, we request that Captain Forsyth state clearly in his report whether a physical inspection of the vessel was conducted and, if not, what alternative sources of information were relied upon in arriving at the valuation, including (without limitation) classification society records, vessel tracking data, port state control inspection records, and publicly available technical databases.

6. Form and Content of the Report

The valuation report should be prepared in a form suitable for filing as an expert report in the Singapore High Court (Admiralty Division). Without limiting the generality of the foregoing, we request that the report include the following:

(a) Statement of Expertise. A summary of Captain Forsyth's qualifications, professional experience, and relevant expertise in vessel valuation, including the number and types of vessel valuations previously undertaken and any relevant professional memberships or accreditations (e.g., membership of the Institute of Chartered Shipbrokers, the Royal Institution of Naval Architects, or equivalent bodies).

(b) Confirmation of Independence. An express confirmation that Captain Forsyth is independent of the parties to the dispute and their respective legal advisers, and that the report represents his honest professional opinion formed on the basis of the facts and matters known to him.

(c) Statement of Methodology. A clear and detailed description of the methodology or methodologies employed in arriving at the FMV and FSV, including the market approach (comparable transactions), the income approach (capitalised earnings), and the cost approach (depreciated replacement cost), to the extent that each is applied.

(d) Comparable Vessel Data. A schedule or table of the comparable vessel sales data relied upon, including vessel name, IMO number, type, DWT, year of build, sale date, sale price, and the basis of sale (private treaty, auction, or judicial sale), together with any adjustments made to the comparable data.

(e) Clear Statement of FMV and FSV. A clear and unambiguous statement of the FMV and FSV of the M/V Crimson Horizon, in United States Dollars, with a full explanation of the reasoning and analysis supporting each figure.

(f) Caveats, Assumptions, and Limitations. A statement of any caveats, assumptions, or limitations affecting the valuation, including any limitations arising from the inability to conduct a physical inspection (if applicable), the unavailability of certain technical data, or the inherent uncertainty of market conditions.

(g) Declaration. A declaration, in a form compliant with the requirements of the Singapore Rules of Court 2021, that the expert understands his duty to the Court and has complied with that duty, and that the opinions expressed are within his area of expertise.

The report should be addressed jointly to Calderwood & Harkness LLP and Straits Meridian LLP, with express permission for use in the Singapore court proceedings (including OS No. 872/2024 and any associated admiralty proceedings). We would ask that the report not be addressed to or expressed as being for the benefit of any other party without our prior written consent.

7. Timeline

We are mindful that the judicial sale process in Singapore is typically expected to take approximately two to three months from the date of arrest to completion. Given the urgency of the application for appraisement and sale, and the need for the valuation to be available in advance of the court hearing on that application, we would be grateful if the valuation report could be delivered within twenty-one (21) days of the date of this letter, or such earlier date as is practicable in the circumstances.

Straits Meridian LLP will be filing the application for appraisement and sale on TSL's behalf and will require the valuation report in sufficient time to exhibit it to the supporting affidavit and to serve it on the vessel's registered owners and any other interested parties. Accordingly, timely delivery of the report is of considerable importance.

We would be grateful if Captain Forsyth could confirm, by return, his availability to undertake this instruction and provide an estimated delivery date for the report. In the event that the 21-day timeline presents difficulties, please contact us immediately so that we may discuss any alternative arrangements.

Should it subsequently be necessary for Captain Forsyth to attend the Singapore court hearing to give oral evidence in support of his valuation, we would ask that he hold himself available for that purpose on reasonable notice. We will of course provide further details of the hearing date and arrangements in due course.

8. Coordination with Local Counsel

For the purposes of this instruction, Northcape should liaise directly with TSL's Singapore local counsel, Straits Meridian LLP, regarding the following matters:

(a) Access to the Vessel. Any arrangements for physical access to the M/V Crimson Horizon for the purpose of inspection will need to be coordinated through the Sheriff of the Supreme Court of Singapore. Straits Meridian LLP will make the necessary applications and arrangements with the Sheriff's office. The relevant contacts at Straits Meridian LLP are:

David Teo Wei Lin, Partner Priya Subramaniam, Senior Associate Straits Meridian LLP 1 Raffles Place, #44-01 One Raffles Place Tower 2 Singapore 048616 Tel: +65 6536 8200

(b) Singapore-Specific Requirements. Straits Meridian LLP will advise on any Singapore-specific requirements for the format, content, or form of the expert report, including any practice directions or procedural requirements of the Admiralty Division that may apply. We would ask that Captain Forsyth consult with Straits Meridian LLP on these matters before finalising the report.

(c) Service on Vessel Owner's Representatives. To the extent that service of the valuation report on the representatives of Korinthian Bulkers (Singapore) Pte. Ltd. (as registered owner) is required, Straits Meridian LLP will attend to such service.

For completeness, we note that KMH is represented by Harkness Whitford & Co. (Catherine Whitford, Partner, 12 Fetter Lane, London EC4A 1JP; SRA No. 614823) in the English proceedings (CL-2024-000487). However, as at the date of this letter, local Singapore legal representation for KMH and/or Korinthian Bulkers (Singapore) Pte. Ltd. has not yet been confirmed. Should Singapore counsel be appointed for the judgment debtor or the registered owner, we will notify you accordingly.

All substantive communications regarding this instruction should be copied to this firm. Northcape should not engage in any direct communication with KMH, Korinthian Bulkers (Singapore) Pte. Ltd., Oceangate Ventures Ltd., or their respective representatives without the prior written consent of Calderwood & Harkness LLP.

9. Fees and Terms of Engagement

We would be grateful if Captain Forsyth could provide a fee estimate for the valuation assignment at the earliest opportunity. The fee estimate should include:

(a) Professional fees for the preparation and delivery of the valuation report;

(b) Any costs associated with travel to Singapore for the purpose of a physical inspection of the vessel (including flights, accommodation, and subsistence);

(c) An estimate of the fees and expenses that would be incurred in the event that Captain Forsyth is required to attend the Singapore court hearing to give oral evidence as an expert witness; and

(d) Any other disbursements or expenses anticipated in connection with the instruction.

Northcape's fees and expenses in connection with this instruction will be borne by TSL as a disbursement of the enforcement proceedings and will form part of the costs ultimately sought from KMH. Accordingly, we would ask that all fees and expenses be properly documented and invoiced in a manner suitable for inclusion in a costs schedule.

We note that Hartwell Pemberton LLP (Rebecca Saunders, Partner, 25 Old Broad Street, London EC2N 1HN) has been separately engaged by TSL as forensic accountants and asset-tracing advisors in connection with the enforcement proceedings. To the extent that Northcape requires any financial information, corporate documentation, or details concerning the vessel's ownership structure or related corporate entities, such requests should be directed through Calderwood & Harkness LLP and not directly to Hartwell Pemberton LLP, in order to preserve confidentiality and privilege.

Finally, we would be grateful if Captain Forsyth could confirm Northcape's standard terms of engagement or, if applicable, confirm that the terms previously agreed between Northcape and this firm in respect of earlier instructions in this matter continue to apply. If any amendment to those terms is required, please provide the revised terms for our review and agreement.

10. Confidentiality and Privilege

We remind Captain Forsyth that this letter of instruction, together with the valuation report to be produced pursuant to it and all communications between us in connection with this instruction, are confidential and are subject to litigation privilege. The instruction is given for the dominant purpose of the conduct of actual and anticipated litigation and arbitration enforcement proceedings.

The valuation report may be disclosed in the Singapore court proceedings (OS No. 872/2024 and any associated admiralty proceedings) and may be exhibited to affidavits or witness statements filed in those proceedings. However, the report and its contents should not be shared with, disclosed to, or made available to any third party without the prior written consent of Calderwood & Harkness LLP. This restriction extends to any enquiries from the press, industry publications, vessel-broking databases, or other third parties.

In the event that Captain Forsyth receives any enquiry or communication from any third party concerning this instruction, the M/V Crimson Horizon, or the enforcement proceedings generally, we would ask that such enquiry or communication be referred to us immediately without any response or comment.

11. Enclosures

We enclose the following documents for your reference and use in connection with this instruction:

1. Certified copy of LCIA Award No. 224718 dated 28 June 2024 (relevant extracts);

2. Arrest warrant and in rem writ of summons issued in respect of the M/V Crimson Horizon by the Singapore High Court (Admiralty Division);

3. Available vessel particulars and technical specifications in respect of the M/V Crimson Horizon (to the extent currently in this firm's possession);

4. Corporate structure chart illustrating the ownership chain: Korinthian Maritime Holdings Ltd. (HE 387421) → Oceangate Ventures Ltd. (HE 401293) → Korinthian Bulkers (Singapore) Pte. Ltd. → M/V Crimson Horizon; and

5. Singapore Originating Summons No. 872/2024 and the order of the Singapore High Court granting leave to enforce the Award dated 6 September 2024.

We will provide further documentation as it becomes available, including any classification society records, port state control inspection reports, or other technical materials that we are able to obtain. Please do not hesitate to let us know if there are any additional documents or information that you require.

12. Closing and Contact Details

We would be grateful for your acknowledgment of receipt of this letter and confirmation of your acceptance of this instruction at your earliest convenience, and in any event within five (5) business days of the date hereof.

For the purposes of this instruction, the primary contacts at this firm are:

Hannah Brinkley — Lead Associate, Litigation (General) Direct Line: +44 (0)20 7438 6142

Email: h.brinkley@calderwoodharkness.com

Patrick Gallagher — Working Associate, Litigation (General) Direct Line: +44 (0)20 7438 6187

Email: p.gallagher@calderwoodharkness.com

We would ask that Samuel Eklund, Responsible Partner for this matter, be copied on all substantive correspondence:

Samuel Eklund — Partner, Litigation (General) Direct Line: +44 (0)20 7438 6044

Email: s.eklund@calderwoodharkness.com

All correspondence should be addressed to Calderwood & Harkness LLP, 45 Moorgate, London EC2R 6AR, United Kingdom, and marked for the attention of Hannah Brinkley, with the reference SE/HB/PG/TSL-Enforcement.

We look forward to receiving your confirmation and to working with Northcape on this important aspect of TSL's enforcement programme.

Yours sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Hannah Brinkley Lead Associate, Litigation (General) Calderwood & Harkness LLP 45 Moorgate, London EC2R 6AR

For and on behalf of Thalassa Shipping & Logistics SA

Enclosures: 5 (as listed above) cc: Samuel Eklund, Partner, Calderwood & Harkness LLP (by email) Patrick Gallagher, Associate, Calderwood & Harkness LLP (by email) David Teo Wei Lin, Partner, Straits Meridian LLP, Singapore (by email — under separate cover)

Item	Detail
Vessel Name	M/V Crimson Horizon
IMO Number	9801334
Vessel Type	Handymax Bulk Carrier
Deadweight Tonnage (DWT)	37,500
Flag State	Republic of Liberia
Registered Owner (SPV)	Korinthian Bulkers (Singapore) Pte. Ltd., registered at 80 Robinson Road, #14-02, Singapore 068898
Intermediate Holding Company	Oceangate Ventures Ltd. (Cyprus Registration No. HE 401293)
Ultimate Parent / Beneficial Owner (Judgment Debtor)	Korinthian Maritime Holdings Ltd. (HE 387421)
Ultimate Beneficial Owner	Andrei Volkov, operating through BVI and Cypriot holding structures

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Solicitors 45 Moorgate London EC2R 6AR United Kingdom
Tel: +44 (0)20 7438 6000
Fax: +44 (0)20 7438 6001
DX: 142 London/Moorgate www.calderwoodharkness.com
29 August 2024
Our Ref: SE/HB/PG/TSL-Enforcement
Captain Ian Forsyth Managing Director Northcape Maritime Advisory Ltd. 3 Thomas More Square London E1W 1WY United Kingdom
Re: Independent Vessel Valuation — M/V *Crimson Horizon* (IMO 9801334) — LCIA Award No. 224718 Enforcement — Singapore Judicial Sale
Dear Captain Forsyth,
1. Introduction and Engagement Context
We write to confirm the formal instruction of Northcape Maritime Advisory Ltd. ("Northcape") to provide an independent valuation of the motor vessel Crimson Horizon (IMO 9801334) in the circumstances and for the purposes described below.
As you are aware, this firm acts for Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered and principal offices at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. TSL is the award creditor in respect of LCIA Arbitration Award No. 224718, dated 28 June 2024 (the "Award"), rendered in favour of TSL in the total sum of £96,450,000 in damages, together with costs in the sum of £12,150,000, for an aggregate of £108,600,000. The Award arises from claims brought by TSL against Korinthian Maritime Holdings Ltd. ("KMH"), a private limited company incorporated under the laws of the Republic of Cyprus (Registration No. HE 387421), with its registered office at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus, in connection with a charter-party dispute more fully described in Section 4 below.
TSL is pursuing enforcement of the Award across multiple jurisdictions, including:
(a) England & Wales — Claim No. CL-2024-000487 in the Commercial Court, Queen's Bench Division, High Court of Justice;
(b) Republic of Cyprus — Case No. 2247/2024 in the District Court of Nicosia;
(c) Singapore — Originating Summons No. 872/2024 in the High Court of the Republic of Singapore (Admiralty Division); and
(d) United Arab Emirates — Case No. 1893/2024 before the Courts of the Dubai International Financial Centre.
We are instructing Northcape to provide an independent valuation of the M/V Crimson Horizon principally in connection with the Singapore enforcement proceedings and the anticipated judicial sale of the vessel. This letter sets out the scope, purpose, and terms of that instruction.
2. Purpose of the Valuation
The valuation is required for two related purposes:
(a) Support for Application for Appraisement and Sale. TSL intends to apply to the Singapore High Court (Admiralty Division) for an order for the appraisement and judicial sale of the M/V Crimson Horizon, which was arrested in Singapore waters on 20 August 2024 (as described further in Section 3 below). The valuation report will form part of the evidentiary basis for that application, providing the Court with an independent and expert assessment of the vessel's value.
(b) Establishment of Reserve Price / Bid Adequacy Benchmark. The valuation will also serve to establish a reserve price or benchmark for the judicial sale process itself. In particular, TSL's Singapore local counsel, Straits Meridian LLP (David Teo Wei Lin, Partner, 1 Raffles Place, #44-01 One Raffles Place Tower 2, Singapore 048616), will rely on the valuation in advising TSL on the adequacy of any bids received in the course of the sale, and in making submissions to the Court on that question.
Given these purposes, the valuation report must be in a form suitable for submission to the Singapore High Court as an expert report. It should comply with the standards expected by that court for expert evidence, including the requirements set out in Order 40A of the Rules of Court 2021 and Practice Direction No. 52 of the Singapore Supreme Court Practice Directions. We elaborate further on the required form and content of the report in Section 6 below.
We require valuations to be provided on two distinct bases:
(i) Fair Market Value ("FMV"); and
(ii) Forced Sale Value ("FSV").
The precise definitions and methodology for each basis are addressed in Section 5.
3. Vessel Particulars
The vessel to be valued is described as follows:
The registered owner, Korinthian Bulkers (Singapore) Pte. Ltd., is a wholly-owned subsidiary of KMH, held through the intermediate holding company Oceangate Ventures Ltd. (Cyprus Registration No. HE 401293). A corporate structure chart illustrating the ownership chain is enclosed with this letter (Enclosure 4).
Current Status. The M/V Crimson Horizon was arrested in Singapore waters on 20 August 2024 by the Sheriff of the Supreme Court of Singapore pursuant to an in rem writ of summons filed in the admiralty action connected to Originating Summons No. 872/2024. The vessel is currently lying at anchorage in Singapore and remains under the custody and control of the Sheriff.
As at the date of this letter, no security has been offered by KMH, Korinthian Bulkers (Singapore) Pte. Ltd., Oceangate Ventures Ltd., or any other party connected to the vessel's ownership in satisfaction of, or as a substitute for, the arrest. The vessel therefore remains under arrest, and judicial sale proceedings are anticipated to follow in due course. It is in connection with those sale proceedings that this valuation is principally required.
4. Background to the Dispute and Enforcement
We provide the following summary of the underlying dispute and enforcement proceedings for the purposes of context. A more detailed account is contained in the relevant extracts of the Award enclosed with this letter (Enclosure 1).
4.1 The Charter-Party Agreements
Between 2019 and 2021, TSL entered into three time charter-party agreements with KMH for the charter of the following vessels:
(a) M/V Aegean Fortuna (IMO 9784521), a Supramax bulk carrier of 58,200 DWT;
(b) M/V Crimson Horizon (IMO 9801334), a Handymax bulk carrier of 37,500 DWT; and
(c) M/V Volga Spirit (IMO 9756892), a Panamax bulk carrier of 76,400 DWT.
Each charter-party was governed by English law and contained an arbitration clause providing for disputes to be referred to arbitration under the rules of the London Court of International Arbitration ("LCIA"), with London as the seat of arbitration.
4.2 KMH's Repudiatory Breaches
Commencing in mid-2022, KMH committed a series of repudiatory breaches of the charter-party agreements. In the case of the M/V Crimson Horizon specifically, KMH failed to pay hire due from 1 July 2022 onwards, with arrears of £4,280,000 accruing before TSL exercised its right to withdraw the vessel on 15 September 2022. Similar defaults occurred in respect of the M/V Aegean Fortuna and M/V Volga Spirit. TSL accepted KMH's repudiatory breaches and terminated all three charter-party agreements.
4.3 The LCIA Arbitration
TSL filed its Request for Arbitration with the LCIA on 14 November 2022. The tribunal was constituted on 8 February 2023 and comprised a sole arbitrator appointed in accordance with the parties' agreement. Following extensive disclosure and exchange of evidence, an evidentiary hearing was held from 11 to 22 September 2023 at the International Dispute Resolution Centre ("IDRC"), London. The tribunal issued its Final Award on 28 June 2024.
The Award was rendered in TSL's favour in the sum of £96,450,000 in damages, together with £12,150,000 in costs (including the tribunal's fees, the LCIA's administrative charges, and TSL's legal costs and disbursements), for an aggregate of £108,600,000.
Of the total damages awarded, £28,150,000 is attributable to the M/V Crimson Horizon specifically, comprising:
(a) Outstanding hire of £4,280,000; and
(b) Loss of bargain damages of £23,870,000.
4.4 Enforcement Steps
Following the issue of the Award, TSL has pursued enforcement vigorously across multiple jurisdictions. The principal enforcement steps relevant to this instruction are as follows:
(a) Worldwide Freezing Order. On 16 July 2024, Mr. Justice Ashworth of the Commercial Court granted a worldwide freezing order ex parte in favour of TSL up to the value of £108,600,000 (Claim No. CL-2024-000487). That order was continued at the return date hearing and remains in force.
(b) Singapore Leave to Enforce. On 6 September 2024, the Singapore High Court granted TSL leave to enforce the Award in Singapore pursuant to the International Arbitration Act (Cap. 143A), in the proceedings commenced by Originating Summons No. 872/2024.
(c) Arrest of M/V *Crimson Horizon*. The M/V Crimson Horizon was arrested in Singapore waters on 20 August 2024, as described in Section 3 above. Judicial sale proceedings are now anticipated.
These enforcement proceedings are being pursued in parallel with enforcement actions in Cyprus and the UAE, as well as asset-tracing work being conducted by our separately engaged forensic accountants and asset-tracing advisors, Hartwell Pemberton LLP.
5. Specific Valuation Instructions
5.1 Valuation Bases Required
We request that the valuation be provided on the following two bases:
Fair Market Value ("FMV"). For the purposes of this instruction, Fair Market Value is defined as the price at which the vessel would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell, both having reasonable knowledge of all relevant facts, and with the vessel in her present condition and class. This is the standard formulation of FMV used in vessel valuation practice and is consistent with the definition recognised by the Baltic Exchange and the leading vessel broking houses.
Forced Sale Value ("FSV"). For the purposes of this instruction, Forced Sale Value is defined as the price that might reasonably be expected to be obtained in a judicial or forced sale of the vessel, taking into account the compressed marketing period typically associated with a judicial sale, the procedural requirements and constraints of the judicial sale process (including the requirement for sale by the Sheriff or court-appointed broker), and the typical discount observed in forced or judicial sale transactions as compared to open-market transactions. We would ask that, where possible, Captain Forsyth identify and quantify the discount to FMV that the FSV represents, with reference to comparable forced sale data.
5.2 Valuation Date
The valuation should be stated as at the date of the report itself, or as close to the anticipated date of the Singapore court hearing on appraisement as is practicable. We will advise you of the hearing date once confirmed by Straits Meridian LLP. In the event that there is a material interval between the date of the report and the hearing date, we may request an updated valuation or a confirmatory letter.
5.3 Basis of Assessment
We request that the valuation take into account, to the extent relevant and ascertainable, the following factors:
(a) Current market conditions for Handymax dry-bulk carriers, including prevailing trends in the sale and purchase market, newbuilding prices, and general market sentiment;
(b) Comparable recent sale transactions (both private sales and judicial or forced sales) for vessels of similar type, size, age, and condition, with appropriate adjustments for differences in specification and market timing;
(c) Current charter market rates and earnings potential, including the Baltic Supramax Index (BSI) and any other relevant indices, time charter equivalent rates, and forward freight curves, to the extent that these inform the income-based component of value;
(d) Scrap value as a floor valuation, based on current lightweight demolition prices at the principal recycling markets and the vessel's estimated lightweight displacement;
(e) The vessel's age, condition, and maintenance history, to the extent ascertainable from the sources available to you (see Section 5.4 below);
(f) Classification status and outstanding survey requirements, including the cost implications of any outstanding conditions of class, overdue surveys, or recommendations;
(g) Flag state and regulatory compliance, including compliance with the International Maritime Organization's safety and environmental regulations, the International Convention for the Safety of Life at Sea (SOLAS), the International Convention for the Prevention of Pollution from Ships (MARPOL), and the Ballast Water Management Convention, as applicable; and
(h) Any other factors that you consider relevant to the determination of FMV and FSV.
5.4 Vessel Technical Details to Be Assessed
We request that Captain Forsyth, to the extent possible, obtain or assess the following technical details in respect of the M/V Crimson Horizon:
(a) Classification society and full class notation (including any additional class notations such as ice class, grab loading notation, or environmental compliance notations);
(b) Date and place of build (shipyard and hull number);
(c) Dates of last special survey, intermediate survey, and annual survey, and the dates on which the next surveys fall due;
(d) Main engine type, manufacturer, specifications, and total running hours (if ascertainable);
(e) Cargo hold capacity and configuration, including the number and dimensions of holds, hatch type and dimensions, and any cargo handling gear fitted;
(f) Ballast water treatment system type and compliance status;
(g) Any known deficiencies, port state control detentions, or outstanding conditions of class; and
(h) Any other technical matters that Captain Forsyth considers relevant to the valuation.
We appreciate that access to certain of the above information may be limited in the circumstances, given that the vessel is under arrest and that KMH and its subsidiaries have not cooperated with TSL's enforcement efforts. We will endeavour to provide any available classification records, technical documentation, and other vessel particulars that are in our possession or that we are able to obtain. Enclosed with this letter are such vessel particulars and technical specifications as are currently available to us (Enclosure 3).
In addition, Straits Meridian LLP may be able to facilitate access to the M/V Crimson Horizon for the purpose of a physical inspection while the vessel remains under arrest. Such access would need to be arranged through the Sheriff of the Supreme Court of Singapore, and we will coordinate this with Straits Meridian LLP upon your confirmation that a physical inspection is required. We would be grateful if you could indicate at the earliest opportunity whether you consider a physical inspection to be necessary or desirable in the circumstances.
In any event, we request that Captain Forsyth state clearly in his report whether a physical inspection of the vessel was conducted and, if not, what alternative sources of information were relied upon in arriving at the valuation, including (without limitation) classification society records, vessel tracking data, port state control inspection records, and publicly available technical databases.
6. Form and Content of the Report
The valuation report should be prepared in a form suitable for filing as an expert report in the Singapore High Court (Admiralty Division). Without limiting the generality of the foregoing, we request that the report include the following:
(a) Statement of Expertise. A summary of Captain Forsyth's qualifications, professional experience, and relevant expertise in vessel valuation, including the number and types of vessel valuations previously undertaken and any relevant professional memberships or accreditations (e.g., membership of the Institute of Chartered Shipbrokers, the Royal Institution of Naval Architects, or equivalent bodies).
(b) Confirmation of Independence. An express confirmation that Captain Forsyth is independent of the parties to the dispute and their respective legal advisers, and that the report represents his honest professional opinion formed on the basis of the facts and matters known to him.
(c) Statement of Methodology. A clear and detailed description of the methodology or methodologies employed in arriving at the FMV and FSV, including the market approach (comparable transactions), the income approach (capitalised earnings), and the cost approach (depreciated replacement cost), to the extent that each is applied.
(d) Comparable Vessel Data. A schedule or table of the comparable vessel sales data relied upon, including vessel name, IMO number, type, DWT, year of build, sale date, sale price, and the basis of sale (private treaty, auction, or judicial sale), together with any adjustments made to the comparable data.
(e) Clear Statement of FMV and FSV. A clear and unambiguous statement of the FMV and FSV of the M/V Crimson Horizon, in United States Dollars, with a full explanation of the reasoning and analysis supporting each figure.
(f) Caveats, Assumptions, and Limitations. A statement of any caveats, assumptions, or limitations affecting the valuation, including any limitations arising from the inability to conduct a physical inspection (if applicable), the unavailability of certain technical data, or the inherent uncertainty of market conditions.
(g) Declaration. A declaration, in a form compliant with the requirements of the Singapore Rules of Court 2021, that the expert understands his duty to the Court and has complied with that duty, and that the opinions expressed are within his area of expertise.
The report should be addressed jointly to Calderwood & Harkness LLP and Straits Meridian LLP, with express permission for use in the Singapore court proceedings (including OS No. 872/2024 and any associated admiralty proceedings). We would ask that the report not be addressed to or expressed as being for the benefit of any other party without our prior written consent.
7. Timeline
We are mindful that the judicial sale process in Singapore is typically expected to take approximately two to three months from the date of arrest to completion. Given the urgency of the application for appraisement and sale, and the need for the valuation to be available in advance of the court hearing on that application, we would be grateful if the valuation report could be delivered within twenty-one (21) days of the date of this letter, or such earlier date as is practicable in the circumstances.
Straits Meridian LLP will be filing the application for appraisement and sale on TSL's behalf and will require the valuation report in sufficient time to exhibit it to the supporting affidavit and to serve it on the vessel's registered owners and any other interested parties. Accordingly, timely delivery of the report is of considerable importance.
We would be grateful if Captain Forsyth could confirm, by return, his availability to undertake this instruction and provide an estimated delivery date for the report. In the event that the 21-day timeline presents difficulties, please contact us immediately so that we may discuss any alternative arrangements.
Should it subsequently be necessary for Captain Forsyth to attend the Singapore court hearing to give oral evidence in support of his valuation, we would ask that he hold himself available for that purpose on reasonable notice. We will of course provide further details of the hearing date and arrangements in due course.
8. Coordination with Local Counsel
For the purposes of this instruction, Northcape should liaise directly with TSL's Singapore local counsel, Straits Meridian LLP, regarding the following matters:
(a) Access to the Vessel. Any arrangements for physical access to the M/V Crimson Horizon for the purpose of inspection will need to be coordinated through the Sheriff of the Supreme Court of Singapore. Straits Meridian LLP will make the necessary applications and arrangements with the Sheriff's office. The relevant contacts at Straits Meridian LLP are:
David Teo Wei Lin, Partner Priya Subramaniam, Senior Associate Straits Meridian LLP 1 Raffles Place, #44-01 One Raffles Place Tower 2 Singapore 048616 Tel: +65 6536 8200
(b) Singapore-Specific Requirements. Straits Meridian LLP will advise on any Singapore-specific requirements for the format, content, or form of the expert report, including any practice directions or procedural requirements of the Admiralty Division that may apply. We would ask that Captain Forsyth consult with Straits Meridian LLP on these matters before finalising the report.
(c) Service on Vessel Owner's Representatives. To the extent that service of the valuation report on the representatives of Korinthian Bulkers (Singapore) Pte. Ltd. (as registered owner) is required, Straits Meridian LLP will attend to such service.
For completeness, we note that KMH is represented by Harkness Whitford & Co. (Catherine Whitford, Partner, 12 Fetter Lane, London EC4A 1JP; SRA No. 614823) in the English proceedings (CL-2024-000487). However, as at the date of this letter, local Singapore legal representation for KMH and/or Korinthian Bulkers (Singapore) Pte. Ltd. has not yet been confirmed. Should Singapore counsel be appointed for the judgment debtor or the registered owner, we will notify you accordingly.
All substantive communications regarding this instruction should be copied to this firm. Northcape should not engage in any direct communication with KMH, Korinthian Bulkers (Singapore) Pte. Ltd., Oceangate Ventures Ltd., or their respective representatives without the prior written consent of Calderwood & Harkness LLP.
9. Fees and Terms of Engagement
We would be grateful if Captain Forsyth could provide a fee estimate for the valuation assignment at the earliest opportunity. The fee estimate should include:
(a) Professional fees for the preparation and delivery of the valuation report;
(b) Any costs associated with travel to Singapore for the purpose of a physical inspection of the vessel (including flights, accommodation, and subsistence);
(c) An estimate of the fees and expenses that would be incurred in the event that Captain Forsyth is required to attend the Singapore court hearing to give oral evidence as an expert witness; and
(d) Any other disbursements or expenses anticipated in connection with the instruction.
Northcape's fees and expenses in connection with this instruction will be borne by TSL as a disbursement of the enforcement proceedings and will form part of the costs ultimately sought from KMH. Accordingly, we would ask that all fees and expenses be properly documented and invoiced in a manner suitable for inclusion in a costs schedule.
We note that Hartwell Pemberton LLP (Rebecca Saunders, Partner, 25 Old Broad Street, London EC2N 1HN) has been separately engaged by TSL as forensic accountants and asset-tracing advisors in connection with the enforcement proceedings. To the extent that Northcape requires any financial information, corporate documentation, or details concerning the vessel's ownership structure or related corporate entities, such requests should be directed through Calderwood & Harkness LLP and not directly to Hartwell Pemberton LLP, in order to preserve confidentiality and privilege.
Finally, we would be grateful if Captain Forsyth could confirm Northcape's standard terms of engagement or, if applicable, confirm that the terms previously agreed between Northcape and this firm in respect of earlier instructions in this matter continue to apply. If any amendment to those terms is required, please provide the revised terms for our review and agreement.
10. Confidentiality and Privilege
We remind Captain Forsyth that this letter of instruction, together with the valuation report to be produced pursuant to it and all communications between us in connection with this instruction, are confidential and are subject to litigation privilege. The instruction is given for the dominant purpose of the conduct of actual and anticipated litigation and arbitration enforcement proceedings.
The valuation report may be disclosed in the Singapore court proceedings (OS No. 872/2024 and any associated admiralty proceedings) and may be exhibited to affidavits or witness statements filed in those proceedings. However, the report and its contents should not be shared with, disclosed to, or made available to any third party without the prior written consent of Calderwood & Harkness LLP. This restriction extends to any enquiries from the press, industry publications, vessel-broking databases, or other third parties.
In the event that Captain Forsyth receives any enquiry or communication from any third party concerning this instruction, the M/V Crimson Horizon, or the enforcement proceedings generally, we would ask that such enquiry or communication be referred to us immediately without any response or comment.
11. Enclosures
We enclose the following documents for your reference and use in connection with this instruction:
1. Certified copy of LCIA Award No. 224718 dated 28 June 2024 (relevant extracts);
2. Arrest warrant and in rem writ of summons issued in respect of the M/V Crimson Horizon by the Singapore High Court (Admiralty Division);
3. Available vessel particulars and technical specifications in respect of the M/V Crimson Horizon (to the extent currently in this firm's possession);
4. Corporate structure chart illustrating the ownership chain: Korinthian Maritime Holdings Ltd. (HE 387421) → Oceangate Ventures Ltd. (HE 401293) → Korinthian Bulkers (Singapore) Pte. Ltd. → M/V Crimson Horizon; and
5. Singapore Originating Summons No. 872/2024 and the order of the Singapore High Court granting leave to enforce the Award dated 6 September 2024.
We will provide further documentation as it becomes available, including any classification society records, port state control inspection reports, or other technical materials that we are able to obtain. Please do not hesitate to let us know if there are any additional documents or information that you require.
12. Closing and Contact Details
We would be grateful for your acknowledgment of receipt of this letter and confirmation of your acceptance of this instruction at your earliest convenience, and in any event within five (5) business days of the date hereof.
For the purposes of this instruction, the primary contacts at this firm are:
Hannah Brinkley — Lead Associate, Litigation (General) Direct Line: +44 (0)20 7438 6142
Email: h.brinkley@calderwoodharkness.com
Patrick Gallagher — Working Associate, Litigation (General) Direct Line: +44 (0)20 7438 6187
Email: p.gallagher@calderwoodharkness.com
We would ask that Samuel Eklund, Responsible Partner for this matter, be copied on all substantive correspondence:
Samuel Eklund — Partner, Litigation (General) Direct Line: +44 (0)20 7438 6044
Email: s.eklund@calderwoodharkness.com
All correspondence should be addressed to Calderwood & Harkness LLP, 45 Moorgate, London EC2R 6AR, United Kingdom, and marked for the attention of Hannah Brinkley, with the reference SE/HB/PG/TSL-Enforcement.
We look forward to receiving your confirmation and to working with Northcape on this important aspect of TSL's enforcement programme.
Yours sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Hannah Brinkley Lead Associate, Litigation (General) Calderwood & Harkness LLP 45 Moorgate, London EC2R 6AR
For and on behalf of Thalassa Shipping & Logistics SA
Enclosures: 5 (as listed above) cc: Samuel Eklund, Partner, Calderwood & Harkness LLP (by email) Patrick Gallagher, Associate, Calderwood & Harkness LLP (by email) David Teo Wei Lin, Partner, Straits Meridian LLP, Singapore (by email — under separate cover)
Item | Detail
Vessel Name | M/V Crimson Horizon
IMO Number | 9801334
Vessel Type | Handymax Bulk Carrier
Deadweight Tonnage (DWT) | 37,500
Flag State | Republic of Liberia
Registered Owner (SPV) | Korinthian Bulkers (Singapore) Pte. Ltd., registered at 80 Robinson Road, #14-02, Singapore 068898
Intermediate Holding Company | Oceangate Ventures Ltd. (Cyprus Registration No. HE 401293)
Ultimate Parent / Beneficial Owner (Judgment Debtor) | Korinthian Maritime Holdings Ltd. (HE 387421)
Ultimate Beneficial Owner | Andrei Volkov, operating through BVI and Cypriot holding structures

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts