PRIVATE & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Solicitors & International Arbitration Counsel 45 Moorgate London EC2R 6AR United Kingdom
Tel: +44 (0)20 7842 6300
Fax: +44 (0)20 7842 6301
www.calderwoodharkness.com
20 November 2024
David Teo Wei Lin Partner Straits Meridian LLP 1 Raffles Place, #44-01 One Raffles Place Tower 2 Singapore 048616
Our Ref: SE/HB/PG/TSL-Enforcement
Matter: Thalassa Shipping & Logistics SA v. Korinthian Maritime Holdings Ltd. — Enforcement of LCIA Award No. 224718
Singapore Proceedings: OS No. 872/2024
Subject: Distribution of Proceeds from Judicial Sale of M/V Crimson Horizon (IMO 9801334)
Dear David,
Thank you for your confirmation, received by email on 18 November 2024, that the judicial sale of the M/V Crimson Horizon (IMO 9801334) was duly completed on 15 November 2024 by the Sheriff of the Supreme Court of Singapore. We are grateful for the promptness with which your team has communicated this development.
The purpose of this letter is to provide you with our client's instructions regarding the distribution and remittance of the sale proceeds to Thalassa Shipping & Logistics SA ("TSL"), the award creditor under LCIA Award No. 224718 dated 28 June 2024 (the "Award"). As you know, the Singapore High Court (Admiralty Division) granted leave to enforce the Award as a judgment of the court on 6 September 2024 pursuant to Originating Summons No. 872/2024 ("OS 872/2024"), and the arrest and subsequent judicial sale of the vessel form a key component of TSL's enforcement campaign in Singapore. We set out below a summary of the background, our instructions on deductions and remittance, and certain ancillary matters requiring your attention.
1. Background and Judicial Sale Summary
By way of background, and for completeness of the record, we summarize the key events leading to the judicial sale as follows.
The M/V Crimson Horizon (IMO 9801334) is a Handymax Bulk Carrier of approximately 37,500 DWT, registered under the flag of the Republic of Liberia. The vessel was beneficially owned and operated by Korinthian Bulkers (Singapore) Pte. Ltd., a company registered at 80 Robinson Road, #14-02, Singapore 068898, which is itself a wholly-owned subsidiary of Korinthian Maritime Holdings Ltd., a company incorporated in Cyprus under registration number HE 387421 (together, "KMH" or the "Respondents").
Acting on behalf of TSL, Straits Meridian LLP procured the arrest of the M/V Crimson Horizon in Singapore waters on 20 August 2024 by the Sheriff of the Supreme Court of Singapore, in aid of enforcement of the Award. The arrest was effected without opposition.
Following the arrest, the Respondents were afforded the customary opportunity to post security to obtain the release of the vessel. Despite notice being given to both Korinthian Maritime Holdings Ltd. and Korinthian Bulkers (Singapore) Pte. Ltd., and notwithstanding repeated correspondence from Straits Meridian LLP inviting the provision of a bank guarantee or other acceptable security, no security was offered at any time by either entity. In the absence of any such security, and with the Respondents failing to engage meaningfully in the proceedings, TSL applied for and obtained an order for judicial sale of the vessel.
The judicial sale was duly completed on 15 November 2024, with the vessel being sold at a price of USD $22,800,000 (United States Dollars Twenty-Two Million Eight Hundred Thousand only). We note that this sale price is broadly consistent with the independent market valuation range of USD $21,500,000 to USD $24,000,000 provided by Northcape Maritime Advisory Ltd. (per the report of Captain Ian Forsyth, Managing Director, dated 3 September 2024), which was submitted to the court in support of the application for judicial sale. TSL is therefore satisfied that the sale was conducted at a fair market value and in accordance with proper procedure.
The gross sale proceeds of USD $22,800,000 are, we understand, currently held in the court or in the Sheriff's account pending the court's directions for distribution. We set out below our instructions as to the deductions to be applied and the manner in which the net proceeds should be remitted to TSL.
2. Deductions and Net Proceeds
We instruct that the following categories of deductions should be applied to the gross sale proceeds of USD $22,800,000, to the extent they are properly payable from the sale fund, before remittance of the net balance to TSL:
(a) Singapore court fees and Sheriff's costs and expenses — all fees, costs, charges, and expenses payable to or incurred by the Supreme Court of Singapore and the Sheriff in connection with the arrest, custody, appraisal, maintenance, and judicial sale of the M/V Crimson Horizon, including but not limited to the Sheriff's commission on the sale;
(b) Appraisement and commission costs — any costs of survey, valuation, or appraisement of the vessel incurred in connection with or for the purposes of the judicial sale, and any brokerage commission or sale costs payable in connection therewith;
(c) Port, berth, and anchorage charges — all port authority charges, berth charges, anchorage fees, pilotage costs, and related expenses incurred in respect of the vessel during the arrest period, being the period from 20 August 2024 through 15 November 2024 inclusive;
(d) Crew maintenance and vessel preservation costs — any costs incurred during the arrest period for the maintenance and repatriation of the crew, the preservation and upkeep of the vessel (including insurance, bunkers, stores, and watchkeeping), and any other expenses reasonably incurred to maintain the vessel in a safe and marketable condition pending the judicial sale, to the extent such costs are properly payable from the sale fund under the applicable rules and practice of the Singapore Admiralty Court; and
(e) Straits Meridian LLP's fees and disbursements — your firm's professional fees and out-of-pocket disbursements incurred in connection with the admiralty arrest and judicial sale proceedings, to the extent that such fees and disbursements are to be satisfied from the sale fund rather than billed separately under the existing fee arrangement between Calderwood & Harkness LLP and Straits Meridian LLP (as to which, see Section 8 below).
We request that Straits Meridian LLP prepare and provide to us, before any remittance is made, a full itemized accounting of all proposed deductions from the gross sale proceeds. The accounting should identify each category of deduction, the payee, the amount, and the basis upon which the deduction is claimed. This accounting is required for review by Calderwood & Harkness LLP and for TSL's internal records, audit, and compliance purposes.
Upon our review and approval of the proposed deductions, the net proceeds remaining after all such deductions are to be remitted in full to TSL in accordance with the wire transfer instructions set out in Section 4 below. We anticipate that the aggregate deductions will be modest relative to the gross sale price, and we would be grateful for your preliminary estimate of the total deductions at your earliest convenience so that we may advise TSL accordingly.
3. Priority of Claims
It is our understanding, based on the information available to us and the absence of any notification to the contrary, that there are no competing maritime liens, prior claims, or other charges against the M/V Crimson Horizon or the sale fund that would take priority over TSL's enforcement claim.
We would be grateful if you would confirm, in writing, that:
(i) no other party has filed a claim or caveat against the sale fund in the admiralty proceedings;
(ii) no notice of any competing maritime lien, statutory lien, or possessory lien has been received by your office or, to your knowledge, by the Sheriff or the court; and
(iii) no application for payment out of the sale fund has been made by any party other than TSL.
In the event that any competing claimant has filed or purports to file a claim against the sale fund, whether before or after the date of this letter, we instruct you to notify Calderwood & Harkness LLP immediately and without delay, and to take all necessary steps to protect TSL's priority position, including opposing any application for payment out of the fund to a competing claimant and, if appropriate, seeking directions from the court as to the priority and distribution of the proceeds. TSL's position, as the award creditor with an enforceable judgment of the Singapore High Court, is that its claim takes priority over any unsecured or subordinate claim, and we reserve all rights in that regard.
4. Wire Transfer Instructions for Remittance
Upon completion of all deductions and approval of the itemized accounting as described above, we instruct that the net proceeds are to be remitted by telegraphic transfer to TSL's designated recovery account, the details of which are as follows:
Beneficiary Account Details:
Account Holder: Thalassa Shipping & Logistics SA
Bank: Ionian National Bank SA
Bank Address: 22 Stadiou Street, Athens 105 64, Greece
Account Currency: USD (United States Dollars)
SWIFT/BIC: IONBGRAAXXX
IBAN: GR12 0260 0140 0000 0020 1234 567
Account Number: 0260-0140-2012-3456-70
Reference: "TSL — LCIA 224718 — Singapore Vessel Sale Proceeds"
We emphasize that the remittance must be made in United States Dollars (USD) to the account specified above. Under no circumstances should the proceeds be converted to Singapore Dollars, Euros, or any other currency prior to remittance, as this would give rise to unnecessary currency conversion costs and exchange rate risk. Calderwood & Harkness LLP and TSL will attend to any conversion to GBP or EUR at TSL's end, as and when required.
We further request that Straits Meridian LLP:
(a) confirm to us the anticipated date on which the remittance will be executed, allowing for any court directions or administrative lead time required;
(b) upon execution of the wire transfer, provide to Calderwood & Harkness LLP a copy of the SWIFT confirmation message or MT103 payment confirmation as evidence that the transfer has been initiated; and
(c) follow up with Ionian National Bank SA or the remitting bank, as appropriate, in the event that the funds are not credited to TSL's account within five (5) business days of the transfer date.
5. Reporting and Documentation Requirements
For the purposes of TSL's internal records, accounting, regulatory compliance, and tax reporting obligations, we request that Straits Meridian LLP provide the following documentation to Calderwood & Harkness LLP at the earliest practicable opportunity:
(a) A certified copy of the court order confirming the judicial sale of the M/V Crimson Horizon and directing the distribution of the sale proceeds, including any ancillary orders made by the court in connection therewith;
(b) The bill of sale or certificate of sale issued by the Sheriff of the Supreme Court of Singapore in respect of the judicial sale, evidencing the transfer of title to the purchaser and the discharge of the vessel from the arrest;
(c) A detailed breakdown of all deductions applied to the gross sale proceeds, in the form described in Section 2 above, together with supporting invoices and receipts where available;
(d) A receipt confirmation from Ionian National Bank SA (or equivalent banking confirmation) evidencing the successful credit of the net sale proceeds to TSL's designated account; and
(e) Any other documentation that may be required for TSL's accounting and tax records, including but not limited to any tax withholding certificates, declarations, or clearances required under Singapore law. For your reference, TSL's Greek Tax Identification Number (AFM) is EL-801456729, and we would ask that this be noted on any relevant documentation.
We would be grateful if you could arrange for all documentation to be provided in both hard copy (by international courier to our London office) and electronic copy (by secure email to the undersigned).
6. Context of Wider Enforcement Campaign
For your information, and to place the Singapore vessel sale in context, we confirm that the proceeds from the judicial sale of the M/V Crimson Horizon form part of TSL's multi-jurisdictional enforcement campaign against KMH in respect of LCIA Award No. 224718.
As you are aware, the Award, rendered on 28 June 2024 by the tribunal constituted under LCIA Case No. 224718, provides for total relief in favour of TSL comprising:
• Principal damages of £96,450,000;
• Costs of the arbitration, including legal fees and tribunal costs, of £12,150,000;
• Aggregate award (principal plus costs): £108,600,000; and
• Post-award interest on the principal sum at the rate of 5.25% per annum simple, running from the date of the Award until the date of full payment.
In Singapore, in addition to the vessel sale, we note the successful garnishee proceedings against Pinnacle Bank (Singapore) Ltd., located at 6 Battery Road, #20-01, Singapore 049909. On 18 October 2024, a garnishee order absolute was obtained against Pinnacle Bank in respect of funds standing to the credit of Korinthian Maritime Holdings Ltd. and/or its subsidiaries, yielding proceeds of SGD $31,200,000 (approximately £18,450,000 at then-prevailing exchange rates). The garnished funds have been duly remitted to TSL.
Taking the garnishment proceeds and the anticipated net vessel sale proceeds together, the combined recoveries achieved through the Singapore enforcement proceedings are expected to total approximately £36,780,000 (equivalent), representing a material contribution toward satisfaction of the Award.
Enforcement proceedings remain ongoing in several other jurisdictions, including England and Wales, Cyprus, and the United Arab Emirates. Calderwood & Harkness LLP will keep Straits Meridian LLP informed of overall recovery progress to the extent relevant to the Singapore proceedings or to any continuing obligations in that jurisdiction. We are grateful for the close coordination between our respective firms in this regard.
7. Ongoing Singapore Matters
We would be grateful for your confirmation as to whether there are any remaining procedural steps required in the Singapore admiralty proceedings following the distribution of the sale fund. In particular, please advise whether:
(a) a report or account of distribution must be filed with the court or the Sheriff upon completion of the remittance;
(b) any formal application is required to discharge the warrant of arrest or to remove the vessel from the court's registry of arrested vessels;
(c) any further orders or directions of the court are needed to formally conclude the admiralty action; or
(d) any other administrative or procedural steps are outstanding.
We instruct Straits Meridian LLP to take all necessary steps to formally conclude the admiralty proceedings once distribution of the sale fund is complete, including the filing of any required reports, applications for discharge, or other closing documentation, so that the proceedings may be brought to an orderly conclusion.
For the avoidance of doubt, we confirm that the enforcement order obtained in OS No. 872/2024 remains in full force and effect with respect to any other assets of Korinthian Maritime Holdings Ltd. or its subsidiaries (including, without limitation, Korinthian Bulkers (Singapore) Pte. Ltd.) that may hereafter be identified within Singapore. Should any such assets come to our attention, we will revert to you with further instructions.
8. Costs and Fee Matters
We request that Straits Meridian LLP submit a separate and final fee note in respect of all professional fees and disbursements incurred in connection with the admiralty arrest and judicial sale of the M/V Crimson Horizon. This fee note should be submitted separately from any general enforcement fee note relating to the balance of the work undertaken in connection with OS 872/2024 and the garnishee proceedings, so that TSL's finance department may allocate costs accurately across the various enforcement workstreams.
We confirm that all local counsel fees and disbursements properly incurred by Straits Meridian LLP in connection with the Singapore enforcement proceedings will be borne by TSL and reimbursed through the engagement terms between Calderwood & Harkness LLP and Straits Meridian LLP, as set out in our engagement letter dated 12 July 2024.
We note that the overall local counsel fee estimate provided by Straits Meridian LLP for the Singapore enforcement proceedings (encompassing the enforcement application, garnishee proceedings, and admiralty arrest and sale) was SGD $480,000. We would be grateful for your confirmation as to whether the admiralty arrest and judicial sale proceedings fall within that estimate, or whether the scope and complexity of the admiralty work — including the extended arrest period and the conduct of the judicial sale — have resulted in additional fees beyond the original estimate. If additional fees are anticipated, please provide a revised estimate at your earliest convenience so that we may seek TSL's approval.
Closing
We would like to take this opportunity to express our sincere thanks to you personally, David, and to the wider Straits Meridian team — in particular Priya Subramaniam, Senior Associate — for the efficient and highly professional handling of both the enforcement application under OS 872/2024 and the admiralty arrest and judicial sale of the M/V Crimson Horizon. The outcome achieved in Singapore has been excellent, and the recoveries secured represent a significant step toward satisfying the Award in full. TSL's General Counsel, Ioanna Christodoulou, has asked us to convey her appreciation as well.
We would be grateful if you could confirm receipt of this letter and provide us with an anticipated timeline for the distribution and remittance of the net sale proceeds, including any court hearing or administrative steps that may be required before remittance can be effected. If any aspect of these instructions requires clarification or discussion, please do not hesitate to contact the undersigned or Patrick Gallagher directly.
We look forward to hearing from you.
Yours sincerely,
Hannah Brinkley Lead Associate Calderwood & Harkness LLP 45 Moorgate, London EC2R 6AR
Direct Line: +44 (0)20 7842 6347
Email: h.brinkley@calderwoodharkness.com
cc:
Samuel Eklund, Responsible Partner, Calderwood & Harkness LLP
Patrick Gallagher, Working Associate, Calderwood & Harkness LLP
Ioanna Christodoulou, General Counsel, Thalassa Shipping & Logistics SA
Priya Subramaniam, Senior Associate, Straits Meridian LLP
Enclosures: None (referenced documents to follow under separate cover if needed)