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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is prepared in anticipation of litigation and for the purpose of providing legal advice. Do not distribute, copy, or disclose to any person outside the legal team without the express authorization of the Responsible Partner.

MEMORANDUM

TO: Samuel Eklund, Responsible Partner Hannah Brinkley, Lead Associate

FROM: Patrick Gallagher, Working Associate

DATE: August 16, 2024

RE: Beneficial Ownership of M/V Crimson Horizon (IMO 9801334) — Corporate Chain Analysis and Singapore Admiralty Arrest Basis

MATTER: Thalassa Shipping & Logistics SA v. Korinthian Maritime Holdings Ltd. — Enforcement of LCIA Award No. 224718

C&H Reference: 2024/LN/MAR-0471

Input received from: Hartwell Pemberton LLP (Rebecca Saunders, Partner, Forensic & Investigative Services; Mark Huxley, Director)

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1. Executive Summary

The purpose of this memorandum is to analyze and document the corporate ownership chain linking M/V Crimson Horizon (IMO 9801334) to Korinthian Maritime Holdings Ltd. ("KMH"), the award debtor in LCIA Case Reference No. 224718, for the purpose of establishing the legal basis for arresting the vessel in Singapore under the High Court (Admiralty Jurisdiction) Act (Cap. 123) (the "HCAJA"). This memorandum draws upon the preliminary asset tracing report prepared by Hartwell Pemberton LLP ("HP"), dated August 15, 2024, corporate registry records from Singapore, Cyprus, and Liberia, and the contemporaneous charter-party documentation produced during the LCIA arbitration proceedings.

The key conclusion of this analysis is as follows: M/V Crimson Horizon is beneficially owned by KMH through a straightforward, wholly-owned vertical chain of subsidiaries. The vessel is registered in the name of Korinthian Bulkers (Singapore) Pte. Ltd. ("KB Singapore"), a single-ship special purpose vehicle incorporated in Singapore. KB Singapore is, in turn, 100% owned by Oceangate Ventures Ltd. ("Oceangate"), a Cyprus-incorporated intermediate holding company, which is itself 100% owned by KMH. At no level in this chain is there any minority interest, joint venture participation, or third-party shareholding. The corporate structure is a paradigm case for the application of the associated ship doctrine under Singapore admiralty law, which permits the arrest of a vessel owned by a company in which the "relevant person" — here, KMH as the party liable in personam on the underlying claim — is the beneficial owner of all shares.

Based on this analysis, it is recommended that the team proceed with filing the in rem writ of summons and applying for the arrest of M/V Crimson Horizon in Singapore waters at the earliest opportunity, in conjunction with the enforcement application under the International Arbitration Act (Cap. 143A) ("IAA"), Originating Summons No. 872/2024 ("OS 872/2024"), filed on August 14, 2024 by Straits Meridian LLP, our local counsel in Singapore. Intelligence from HP and commercial vessel tracking indicates that the vessel is currently in or approaching Singapore waters, and the window for arrest may be narrow given KMH's demonstrated willingness to dissipate assets.

2. Background

2.1 The LCIA Award

LCIA Case Reference No. 224718 was commenced by Thalassa Shipping & Logistics SA ("TSL") against KMH in respect of three related charter-party disputes concerning the vessels M/V Aegean Fortuna, M/V Crimson Horizon, and M/V Volga Spirit. The arbitration was conducted under the LCIA Arbitration Rules 2020, with the seat of arbitration in London. The tribunal comprised Sir Malcolm Fenton-Clarke (presiding arbitrator), Professor Athena Drakopoulos, and Dr. Henrik Dalmqvist.

On June 28, 2024, the tribunal issued its Final Award (the "Award"), finding in favor of TSL on substantially all claims and ordering KMH to pay the following sums:

• Principal Award Amount: £96,450,000, being the aggregate of damages across the three charter-party disputes, comprising:

(a) M/V Aegean Fortuna: outstanding hire of £6,120,000 and loss of bargain of £31,450,000, totaling £37,570,000;

(b) M/V Crimson Horizon: outstanding hire of £4,280,000 and loss of bargain of £23,870,000, totaling £28,150,000; and

• Costs: The tribunal allocated 85% of all costs to KMH, resulting in a costs award of £12,150,000, comprising £3,240,000 in LCIA institutional and tribunal costs and £8,910,000 in TSL's legal costs and expenses.

• Grand Total: £108,600,000.

• Post-Award Interest: The tribunal ordered post-award interest at a rate of 5.25% per annum simple on the principal award amount of £96,450,000, accruing from June 29, 2024 until the date of payment.

The Award is final and binding and not subject to appeal on the merits. KMH did not file any application to set aside the Award within the 28-day period under section 67 or section 68 of the Arbitration Act 1996, and the time for doing so has now expired.

Of particular relevance to this memorandum, M/V Crimson Horizon was the subject of the second charter-party agreement (the "Second CP"), entered into on January 22, 2020, pursuant to which KMH was identified as the "disponent owner" of the vessel. KMH ceased making hire payments under the Second CP from July 1, 2022 onward, and arrears of £4,280,000 accrued before TSL exercised its right to withdraw the vessel on September 15, 2022. The tribunal further awarded £23,870,000 in respect of TSL's loss of bargain arising from the premature termination of the Second CP, reflecting the difference between the contractual hire rate and the market rate for the unexpired period of the charter.

2.2 Enforcement Campaign

KMH has failed to make any payment under the Award, and TSL has been compelled to pursue a coordinated, multi-jurisdictional enforcement campaign to recover the sums due. Enforcement proceedings are currently underway, or have been initiated, in the following jurisdictions:

(a) England & Wales: Claim No. CL-2024-000487 in the Commercial Court, Queen's Bench Division, for leave to enforce the LCIA Award as a judgment of the High Court under section 66 of the Arbitration Act 1996;

(b) Cyprus: Case No. 2247/2024 in the District Court of Nicosia, for recognition and enforcement of the LCIA Award under the New York Convention as implemented by the International Commercial Arbitration Law (Law 101(I)/1987);

(c) Singapore: Originating Summons No. 872/2024 in the High Court, for leave to enforce the LCIA Award under section 19 of the International Arbitration Act (Cap. 143A), filed August 14, 2024 by Straits Meridian LLP (David Teo Wei Lin, Partner; Priya Subramaniam, Senior Associate), our local counsel in Singapore; and

(d) United Arab Emirates: Case No. 1893/2024 in the Abu Dhabi Court of First Instance, for recognition and enforcement of the LCIA Award.

In support of the enforcement campaign, a Worldwide Freezing Order ("WFO") was obtained ex parte on July 16, 2024 from Mr. Justice Ashworth in the Commercial Court, restraining KMH and its subsidiaries from dealing with, disposing of, diminishing the value of, or removing from the jurisdiction any of their assets worldwide up to the value of £108,600,000. The WFO was continued by the court on the return date of July 30, 2024 following an inter partes hearing at which KMH was represented by Harkness Whitford & Co. The WFO contains the standard Penal Notice and ancillary disclosure provisions requiring KMH to provide full details of all its assets worldwide. As discussed further below, KMH's compliance with its disclosure obligations under the WFO has been incomplete and unsatisfactory, and a further application to compel more complete disclosure is under consideration.

2.3 The Vessel

The vessel that is the subject of this memorandum and the proposed arrest proceedings is:

M/V Crimson Horizon was, as noted above, the subject of the Second CP entered into on January 22, 2020. Under that agreement, KMH was identified as the "disponent owner" and TSL as the charterer. The charter was on time charter terms based on an amended NYPE 2015 form. KMH's failure to perform its obligations under the Second CP, and the cascading commercial consequences thereof, gave rise to the £28,150,000 component of the Award attributable to this vessel.

KMH ceased hire payments on M/V Crimson Horizon from July 1, 2022. Notwithstanding repeated demands from TSL and its solicitors, KMH failed to cure the default, and TSL exercised its contractual right to withdraw the vessel from the charter on September 15, 2022, as notified to KMH by anti-technicality notice dated September 8, 2022.

3. Corporate Ownership Chain — M/V *Crimson Horizon*

This section documents the corporate ownership chain linking M/V Crimson Horizon to KMH. The analysis is based on HP's preliminary asset tracing report dated August 15, 2024, corporate registry records obtained from ACRA (Singapore), the Cyprus Registrar of Companies, and the Liberian ship registry, as well as contemporaneous commercial documentation produced during the LCIA arbitration.

3.1 Layer 1: Registered Owner — Korinthian Bulkers (Singapore) Pte. Ltd.

The registered owner of M/V Crimson Horizon, as recorded on the Liberian ship registry and confirmed by ACRA records, is Korinthian Bulkers (Singapore) Pte. Ltd. ("KB Singapore"). The relevant details of this entity are as follows:

KB Singapore operates exclusively as a single-purpose vehicle ("SPV") for the ownership and operation of M/V Crimson Horizon. It has no independent commercial operations, no employees of its own beyond the nominee directorship arrangements described above, and no assets other than the vessel and associated operational funds held in its bank accounts.

KB Singapore maintains accounts at Pinnacle Bank (Singapore) Ltd., located at 6 Battery Road, #20-01, Singapore 049909. These accounts have been used to receive hire payments and other operational revenues generated by the vessel, and to make operational disbursements (bunker costs, port charges, crew wages through the technical manager, and insurance premiums). As discussed further in Section 5 below, HP's analysis of fund flows through these accounts demonstrates that revenues were regularly remitted upstream to Oceangate and KMH accounts in Cyprus, confirming that KB Singapore functioned as a conduit entity under the control of KMH.

These Pinnacle Bank accounts are separately the subject of garnishee proceedings, which are being pursued in parallel by Straits Meridian LLP to maximize recovery from Singapore-based assets.

3.2 Layer 2: Intermediate Holding Company — Oceangate Ventures Ltd.

The sole shareholder of KB Singapore is Oceangate Ventures Ltd. ("Oceangate"), an intermediate holding company incorporated in Cyprus. The relevant details of Oceangate are as follows:

Oceangate functions as a fleet-level holding company within the KMH group structure. It holds shares in multiple SPVs that serve as registered owners of vessels within the KMH fleet. Based on HP's asset tracing analysis set out in its preliminary report dated August 15, 2024, Oceangate holds 100% of the issued share capital of KB Singapore, through ownership of all 100 issued ordinary shares.

In addition to its ownership of KB Singapore, Oceangate also holds 100% of the issued share capital of Dnepr Shipholding Inc. (BVI Company No. 2014876), which in turn is the registered owner of two further vessels in the KMH fleet: M/V Aegean Fortuna (IMO 9784521) and M/V Volga Spirit (IMO 9756892). These vessels are the subject of the first and third charter-party disputes that formed the basis of the LCIA Award, and separate arrest proceedings may be considered in due course in other jurisdictions where those vessels may be found.

The shares of Oceangate are themselves the subject of a freezing injunction granted by the Nicosia District Court on August 12, 2024, in support of the Cyprus enforcement proceedings (Case No. 2247/2024). That injunction prohibits any transfer, encumbrance, or dealing with the shares of Oceangate or any of its subsidiaries pending the determination of the enforcement application.

3.3 Layer 3: Ultimate Parent — Korinthian Maritime Holdings Ltd.

The sole shareholder of Oceangate is KMH, the award debtor and the ultimate parent company of the vessel ownership chain. The relevant details of KMH are as follows:

KMH holds 100% of the issued share capital of Oceangate, comprising all 10,000 issued ordinary shares. KMH is the apex entity in the corporate chain relevant to M/V Crimson Horizon and is the entity against which the LCIA Award was rendered. KMH is the award debtor in all enforcement proceedings across the four jurisdictions referenced in Section 2.2 above and is the respondent to the WFO granted by Mr. Justice Ashworth.

KMH is itself beneficially owned by the Volkov family through additional BVI and Cypriot holding structures that sit above KMH in the ultimate ownership hierarchy. Andrei Volkov is the ultimate beneficial owner ("UBO") of KMH and serves as its de facto director and chairman. His son, Sergei Volkov, is a formal director and is actively involved in the day-to-day management of the fleet. Marina Kazakova serves as Chief Financial Officer of the KMH group, and Alexei Demidov serves as Director of Fleet Operations. Both Kazakova and Demidov are signatories on various group bank accounts and have been identified by HP as key operatives in the management of the KMH fleet.

Prior to the dispute with TSL, the KMH group had an estimated net asset value of approximately USD $280,000,000. The group controlled a fleet of approximately 18 dry-bulk carriers of various sizes (Handymax, Supramax, and Panamax classes), each held through single-purpose vehicle subsidiaries in a manner typical of international shipping groups. The KMH group's fleet operations were coordinated from its Nicosia office, with commercial and technical management functions also maintained through associated entities in Athens, Singapore, and Dubai.

3.4 Summary of the Corporate Ownership Chain

The corporate ownership chain linking M/V Crimson Horizon to KMH may be summarized as follows:

M/V *Crimson Horizon* (IMO 9801334)

↓ Registered owner

Korinthian Bulkers (Singapore) Pte. Ltd. (Singapore, UEN 201912345D) — 100% owned by ↓

Oceangate Ventures Ltd. (Cyprus, HE 401293) — 100% owned by ↓

Korinthian Maritime Holdings Ltd. (Cyprus, HE 387421) — Award Debtor / Judgment Debtor

A detailed corporate structure chart is attached as Appendix A to this memorandum.

The critical feature of this ownership chain is its simplicity and transparency. The chain is a straightforward, wholly-owned vertical structure with no minority interests, joint ventures, side agreements, nominee arrangements, or third-party shareholders at any level. At each level, the parent entity holds 100% of the issued share capital of its subsidiary. There is no evidence of any trust arrangement, equitable interest held by a third party, or any encumbrance on the shares at any level in the chain (other than the freezing orders obtained by TSL as part of the enforcement campaign).

This clean, wholly-owned structure is significant for the admiralty arrest analysis set out in Section 4 below, as it eliminates any ambiguity regarding the question of beneficial ownership and negates any potential argument by KMH that a third party holds an interest in the vessel or its owning company.

3.5 Evidentiary Basis for Ownership Findings

The findings regarding the corporate ownership chain set out above are based on the following sources, each of which has been reviewed and cross-referenced for consistency:

(a) Hartwell Pemberton LLP — Preliminary Asset Tracing Report dated August 15, 2024. Prepared by Rebecca Saunders (Partner, Forensic & Investigative Services) and Mark Huxley (Director). This report sets out the results of HP's forensic investigation into the KMH group's corporate structure and asset holdings, including the vessel ownership chain, fund flow analysis, and intelligence on attempted asset dissipation. Relevant extracts are attached as Appendix B.

(b) ACRA Corporate Search Records — Korinthian Bulkers (Singapore) Pte. Ltd. Obtained from the Accounting and Corporate Regulatory Authority of Singapore, confirming the entity's incorporation details, registered address, share capital, directors, and shareholder information. The ACRA records confirm Oceangate Ventures Ltd. as the sole shareholder. Full search results are attached as Appendix C.

(c) Cyprus Registrar of Companies Records — Oceangate Ventures Ltd. (HE 401293) and KMH (HE 387421). Obtained from the Department of the Registrar of Companies and Official Receiver, Ministry of Energy, Commerce and Industry, Republic of Cyprus. These records confirm the incorporation details, share capital, directorships, and shareholdings of both entities. KMH is confirmed as the sole shareholder of Oceangate. Relevant extracts are attached as Appendix D.

(d) Liberian Ship Registry Records — M/V *Crimson Horizon* (IMO 9801334). Obtained from the Liberian International Ship & Corporate Registry (LISCR), confirming the vessel's registration details, including the identity of the registered owner as Korinthian Bulkers (Singapore) Pte. Ltd. The registry extract is attached as Appendix E.

(e) KMH's Asset Disclosure under the WFO. KMH provided an asset disclosure affidavit on August 2, 2024, as required by the terms of the WFO. While the disclosure was incomplete and is the subject of ongoing compliance proceedings, it did identify M/V Crimson Horizon as an asset of the KMH group, listed under the subsidiary KB Singapore. The disclosure did not identify any third-party interest in KB Singapore, Oceangate, or the vessel.

(f) Charter-Party Documentation. The Second CP, dated January 22, 2020, identifies KMH as the "disponent owner" of M/V Crimson Horizon, confirming KMH's control over the vessel's commercial operations notwithstanding that the registered ownership sits with KB Singapore. This is consistent with the standard practice in international shipping of using SPVs as registered owners while the parent company exercises commercial and operational control through chartering and management arrangements.

The convergence of these sources — corporate registry records in three jurisdictions, flag state records, the forensic asset tracing report, KMH's own disclosure, and the contemporaneous contractual documentation — provides a robust and reliable evidentiary basis for the ownership findings. The team should be confident in presenting these findings to the Singapore court in support of the arrest application.

4. Legal Analysis — Singapore Admiralty Arrest

4.1 Statutory Framework

The admiralty jurisdiction of the Singapore High Court is governed by the High Court (Admiralty Jurisdiction) Act (Cap. 123) (the "HCAJA"). The relevant provisions for the purposes of this analysis are sections 3 and 4.

Section 3(1) of the HCAJA confers admiralty jurisdiction on the High Court over a broad range of maritime claims, including (inter alia) claims arising out of agreements relating to the carriage of goods in a ship or the use or hire of a ship, claims for loss of or damage to goods carried in a ship, and claims arising out of charterparties. The charter-party disputes underlying the LCIA Award fall within the scope of section 3(1), and the underlying claims are therefore capable of constituting "admiralty claims" for the purposes of the Act.

Section 4 of the HCAJA governs the circumstances in which an admiralty action may be commenced in rem (i.e., against a vessel). Section 4(4) is the provision of central importance and provides as follows:

"(4) In the case of any such claim as is mentioned in section 3(1)(d) to (q), where —

(a) the claim arises in connection with a ship; and

(b) the person who would be liable on the claim in an action in personam (referred to in this subsection as the relevant person) was, when the cause of action arose, the owner or charterer of, or in possession or in control of, the ship,

an action in rem may (whether or not the claim gives rise to a maritime lien on that ship) be brought in the High Court against —

(i) that ship, if at the time when the action is brought the relevant person is either the beneficial owner of that ship as respects all the shares in it or the charterer of it under a charter by demise; or

(ii) any other ship of which, at the time when the action is brought, the relevant person is the beneficial owner as respects all the shares in it."

The full text of the relevant statutory provisions is reproduced in Appendix F.

Section 4(4)(ii) is the so-called "associated ship" provision. It permits the arrest not only of the vessel in connection with which the claim arose, but also of "any other ship" which is beneficially owned by the person who would be liable in personam on the claim. The associated ship doctrine is a powerful enforcement mechanism specifically designed to address the reality that shipping groups typically hold individual vessels in separate SPVs, while the controlling parent entity enters into commercial contracts and assumes liability.

The purpose of the associated ship doctrine, as the Singapore Court of Appeal has recognized, is to prevent the owner of a fleet of ships from evading liability by interposing shell companies between itself and its vessels. The doctrine allows a claimant to arrest any vessel in the fleet, regardless of which SPV holds registered title, provided the person liable on the claim beneficially owns all shares in the SPV.

4.2 Application of the Associated Ship Doctrine

The application of the associated ship doctrine under section 4(4)(ii) to the present case requires the following elements to be established:

(a) The claim must be of a type falling within section 3(1)(d) to (q) of the HCAJA;

(b) The claim must have arisen in connection with a ship;

(c) The "relevant person" (i.e., the person who would be liable in personam) must have been the owner, charterer, or person in possession or control of the ship in connection with which the claim arose, at the time the cause of action arose;

(d) At the time the action is brought, the relevant person must be the beneficial owner of all shares in the ship sought to be arrested; and

(e) The ship sought to be arrested must be "any other ship" (i.e., not necessarily the ship in connection with which the claim arose, though it may be).

Each of these elements is satisfied in the present case:

Element (a): Type of claim. The underlying claims arise from charter-party agreements for the hire of vessels. Such claims fall within section 3(1)(h) of the HCAJA, which covers "any claim arising out of any agreement relating to the carriage of goods in a ship or to the use or hire of a ship." This element is clearly satisfied.

Element (b): Claim arising in connection with a ship. The LCIA Award encompassed claims in respect of three vessels, including M/V Crimson Horizon itself. The claims arose in connection with ships within the meaning of section 4(4)(a). This element is satisfied.

Element (c): Relevant person was owner, charterer, or in control. KMH is the party liable in personam on the LCIA Award. KMH was the "disponent owner" of the vessels under the charter-party agreements, including the Second CP for M/V Crimson Horizon. KMH was therefore the owner (or at minimum the person in control) of the ships in connection with which the claims arose, at the time the causes of action arose (i.e., when KMH defaulted on its hire payment obligations from mid-2022). This element is satisfied.

Element (d): Beneficial ownership of all shares at the time of action. This is the critical element, and the one addressed at length in this memorandum. As documented in Section 3 above, KMH is the indirect beneficial owner of all shares in KB Singapore through the wholly-owned intermediate holding company Oceangate. The corporate chain is as follows: KMH holds 100% of Oceangate, which holds 100% of KB Singapore, which is the registered owner of M/V Crimson Horizon. The question is whether this 100% indirect ownership constitutes "beneficial ownership" of "all the shares" in the vessel for the purposes of section 4(4)(ii).

The answer under Singapore admiralty law is clearly yes. The concept of "beneficial ownership" under section 4(4) is not confined to direct legal or registered shareholding. Singapore courts have consistently recognized that beneficial ownership extends to situations where a person controls all shares in the registered owner through wholly-owned intermediate holding companies. The courts have adopted a purposive interpretation of the provision, looking to the economic reality of the ownership structure rather than its legal form.

In The "Andres Bonifacio" [1993] 3 SLR(R) 71, the Singapore High Court held that the question of beneficial ownership must be determined by reference to the substance of the ownership arrangement, not merely its legal form. The court recognized that shipping companies routinely use multi-layered SPV structures to hold individual vessels, and that the associated ship provision would be rendered largely ineffective if it could be defeated simply by interposing one or more holding companies between the controlling parent and the vessel-owning SPV.

The approach was further developed in The "Skaw Prince" [1994] 3 SLR(R) 379 and The "Pangkalan Susu/Permina 3001" [1977] 1 Lloyd's Rep 473. In these cases, the courts confirmed that where a person holds 100% of the shares in a holding company, which in turn holds 100% of the shares in a vessel-owning subsidiary, the person at the top of the chain is the "beneficial owner" of the vessel for the purposes of the associated ship doctrine. The rationale is straightforward: the 100% shareholder of a company that owns all the shares in a ship-owning SPV has the exclusive economic interest in the vessel, the exclusive right to dividends and distributions from the SPV, and the exclusive power to direct the affairs of the SPV, including the disposition of the vessel. In substance, such a person owns the vessel.

In the present case, KMH holds 100% of Oceangate, which holds 100% of KB Singapore. At no level in the chain is there any minority interest, external investor, joint venture partner, or any other party with an ownership interest. KMH has the exclusive economic interest in M/V Crimson Horizon, the exclusive right to receive dividends and distributions from KB Singapore (through Oceangate), and the exclusive power to direct the corporate affairs of both Oceangate and KB Singapore, including decisions regarding the deployment, chartering, sale, or scrapping of the vessel. KMH's personnel — specifically Sergei Volkov, Alexei Demidov, and Marina Kazakova — serve as directors and officers at each level of the corporate chain, further confirming KMH's control.

This is not a case where the ownership chain involves intermediate entities with independent shareholders, creditors with quasi-ownership rights, or complex cross-holding arrangements that might introduce ambiguity into the beneficial ownership analysis. The chain is entirely clean, wholly-owned at every level, and presents no impediment to a finding of beneficial ownership.

Element (e): "Any other ship." M/V Crimson Horizon is a vessel beneficially owned by KMH at the time the action is brought. Whether the arrest is characterized as an arrest of the vessel "in connection with which the claim arose" under section 4(4)(i) (since M/V Crimson Horizon was itself the subject of the Second CP) or as an arrest of an "associated ship" under section 4(4)(ii) (since the Award encompasses claims relating to three vessels and the enforcement claim may be treated as a single composite claim), the result is the same. In either case, the beneficial ownership requirement is met.

On the basis of the foregoing analysis, the team is advised that the legal basis for arresting M/V Crimson Horizon under section 4(4) of the HCAJA is strong. The wholly-owned corporate chain, the absence of any third-party interests, the contemporaneous charter-party documentation confirming KMH's role as disponent owner, and the convergence of multiple independent evidentiary sources all support the conclusion that KMH is the beneficial owner of the vessel.

4.3 Potential Defenses and Counterarguments

KMH is represented in the English enforcement proceedings by Harkness Whitford & Co. (SRA No. 614823), led by Richard Harkness (Senior Partner) and Catherine Whitford (Partner, International Arbitration & Dispute Resolution). It is anticipated that KMH will instruct local counsel in Singapore (the identity of which is not yet known) to oppose the arrest application. We have considered the following potential lines of defense:

(a) Separate Legal Personality

KMH may argue that KB Singapore is a separate legal entity incorporated under the laws of Singapore, with its own legal personality, and that the assets of KB Singapore — including M/V Crimson Horizon — cannot be attributed to KMH. This argument rests on the foundational principle of corporate law, as established in Salomon v A Salomon & Co Ltd [1897] AC 22, that a company is a legal entity separate and distinct from its shareholders.

Response: The associated ship doctrine under section 4(4) of the HCAJA is specifically designed as a statutory exception to the principle of separate legal personality in the admiralty context. The very purpose of the doctrine is to permit claimants to look through SPV structures and arrest vessels that are beneficially owned by the party liable on the claim, regardless of which subsidiary holds registered title. To accept KMH's argument on this point would be to render section 4(4)(ii) meaningless, as it would prevent arrest in precisely the circumstances the provision was enacted to address. Singapore courts have consistently rejected attempts to invoke separate legal personality as a defense to an associated ship arrest where the beneficial ownership requirement is otherwise met.

(b) No Direct Ownership

KMH may argue that it does not directly own M/V Crimson Horizon, and that its indirect ownership through Oceangate and KB Singapore is insufficient to establish beneficial ownership under section 4(4). This argument would assert that "beneficial ownership" requires either direct registered ownership or, at most, direct beneficial ownership of the vessel itself, and does not extend to ownership through intermediate holding companies.

Response: This argument is inconsistent with the established case law. The Singapore courts have consistently held that beneficial ownership under section 4(4) encompasses indirect ownership through wholly-owned subsidiaries. As discussed in Section 4.2 above, the courts have adopted a purposive interpretation that focuses on the economic reality of the ownership arrangement. Where a person holds 100% of all companies in the chain leading to the vessel-owning SPV, that person is treated as the beneficial owner for the purposes of the associated ship doctrine. KMH's 100% indirect ownership through a single wholly-owned intermediate holding company presents the paradigm case for applying this principle. There is nothing novel or aggressive about this position; it reflects settled law.

KMH may assert that M/V Crimson Horizon has been sold, or that the ownership of KB Singapore or Oceangate has been transferred, such that KMH is no longer the beneficial owner at the time the action is brought. The relevant date for assessing beneficial ownership under section 4(4) is the date on which the in rem action is commenced.

Response: HP's asset tracing analysis, current as of August 15, 2024, confirms that the ownership chain described in Section 3 above remains intact. There is no evidence of any completed transfer of shares in KB Singapore, Oceangate, or KMH, or any sale or mortgage of M/V Crimson Horizon to a third party. On the contrary, as discussed in Section 5.3 below, HP has identified intelligence suggesting that KMH attempted to arrange a sale of the vessel following the Award date but was prevented from completing any such transaction by the WFO granted on July 16, 2024. Any completed sale or transfer in breach of the WFO would constitute contempt of court, would be voidable as a disposition made in breach of a court order, and would give rise to separate proceedings to set aside the transaction and for committal. Furthermore, any post-Award transfer at an undervalue or for the purpose of evading creditors would be susceptible to challenge under applicable fraudulent conveyance and transactions defrauding creditors legislation.

The team should ensure that the most current vessel registry records and corporate search results are obtained immediately prior to filing the in rem writ to confirm that no change in ownership has occurred since the date of HP's report.

Assessment of Counterarguments

In the team's assessment, none of the foregoing counterarguments has any realistic prospect of success. The associated ship doctrine is well-established in Singapore admiralty jurisprudence and has been applied to analogous fact patterns on numerous occasions. The wholly-owned corporate chain, the absence of third-party interests, and the strong evidentiary basis for the ownership findings provide a compelling foundation for the arrest application. KMH's best tactical response may be to furnish security (in the form of a bank guarantee or P&I Club letter of undertaking) to secure the release of the vessel, which would itself achieve one of TSL's objectives in pursuing the arrest.

4.4 Alternative Basis: Direct In Rem Claim

Independently of the associated ship doctrine, it is noted that a direct in rem claim against M/V Crimson Horizon may also be available. M/V Crimson Horizon was itself the subject of the Second CP and a specific component of the LCIA Award: £28,150,000 in respect of outstanding hire and loss of bargain. An in rem action could therefore potentially be founded directly against the vessel as the ship "in connection with which the claim arises" under section 4(4)(b)(i), rather than as an "associated ship" under section 4(4)(b)(ii).

However, this direct in rem basis requires the enforcement claim to be characterized as an original admiralty claim falling within section 3(1)(d) to (q) of the HCAJA, rather than simply as an application to enforce an arbitral award. There may be room for argument as to whether an enforcement claim under the IAA constitutes a fresh "claim arising out of any agreement relating to the use or hire of a ship" for the purposes of section 3(1)(h), or whether it is properly characterized as a statutory enforcement mechanism that does not independently give rise to an admiralty claim.

The associated ship route under section 4(4)(ii) is preferred as the primary basis for the arrest because it is broader and more robust. It does not depend on the characterization of the enforcement claim as an original admiralty claim, and it permits arrest of any vessel in the KMH fleet, not only M/V Crimson Horizon. The direct in rem basis may be relied upon in the alternative if the court were to take a narrow view of the associated ship doctrine, though for the reasons set out in Section 4.2 above, we do not consider that a realistic prospect.

4.5 Interaction with Enforcement Proceedings Under the IAA

The arrest of M/V Crimson Horizon serves dual and complementary purposes within TSL's enforcement campaign in Singapore:

First, the arrest provides security for the enforcement judgment sought under OS 872/2024. The enforcement application under section 19 of the IAA, if granted, will convert the LCIA Award into a judgment of the Singapore High Court, enforceable in the same manner as a domestic judgment. Leave to enforce is expected to be granted in the ordinary course, as the Award is a final award rendered under the LCIA Rules in a New York Convention jurisdiction (the United Kingdom), and there are no apparent grounds on which KMH could resist enforcement under Article V of the New York Convention. Once the Award is converted into a Singapore judgment, the arrested vessel serves as security against which that judgment can be executed.

Second, the arrest provides a basis for judicial sale. If KMH does not provide adequate security or satisfy the Award within a reasonable time, TSL may apply for appraisement and judicial sale of the vessel. Judicial sale in the admiralty context is a well-established mechanism under the Rules of Court (O. 70), and a sale by the court vests clear title in the purchaser, free of all encumbrances — a feature that makes admiralty judicial sales attractive to purchasers and that typically realizes fair market value. The proceeds of sale would be applied first to the costs of the arrest and sale proceedings, then to any maritime liens (of which we are not currently aware in respect of this vessel), and then to TSL's judgment in satisfaction or partial satisfaction of the Award.

Coordination between the in rem admiralty proceedings and the OS 872/2024 enforcement proceedings is essential. While the two proceedings are technically separate — one being an in rem action under the HCAJA and the other an originating summons under the IAA — they are directed to the same ultimate objective and must proceed in parallel without inconsistency. Straits Meridian LLP, as local counsel for TSL in Singapore, will manage both tracks and will ensure that the arrest application is presented to the court with the full context of the ongoing enforcement campaign, including the WFO, the multi-jurisdictional proceedings, and the evidence of dissipation risk.

The team should note that the timing is important. OS 872/2024 was filed on August 14, 2024, and the application for leave to enforce is expected to be heard in September 2024. The arrest application should be filed and executed before or contemporaneously with the grant of leave, so that the vessel is secured while the enforcement order is being obtained. There is precedent in Singapore for arresting a vessel in support of enforcement proceedings where leave to enforce an arbitral award has been applied for but not yet granted, provided the applicant demonstrates a good arguable case on the enforcement application.

5. Hartwell Pemberton's Forensic Findings on Vessel Ownership

5.1 Methodology

HP was engaged by this firm at the outset of the enforcement campaign to conduct a comprehensive forensic investigation into the KMH group's corporate structure, asset holdings, and fund flows, for the purpose of identifying enforceable assets and supporting the enforcement applications across all jurisdictions. The investigation into the ownership of M/V Crimson Horizon formed one component of this broader engagement.

HP's methodology for the vessel ownership investigation comprised the following workstreams:

(a) Corporate Registry Searches: HP conducted comprehensive corporate registry searches in Singapore (through ACRA's online search facility and formal requests), Cyprus (through the Department of the Registrar of Companies and Official Receiver), and the British Virgin Islands (through Vantage Corporate Services Ltd., the registered agent for Dnepr Shipholding Inc. and other BVI entities within the KMH group). These searches confirmed the incorporation details, registered addresses, share capital, shareholder information, and directorship records for each entity in the ownership chain.

(b) Flag State Registry Records: HP obtained vessel registry records from the Liberian International Ship & Corporate Registry (LISCR) for M/V Crimson Horizon (IMO 9801334), confirming the registered owner, the vessel's flag state registration details, and the absence of any recorded mortgage or encumbrance registered against the vessel (other than the preferred mortgage in favor of Triton Shipfinance A/S, Copenhagen, which HP understands was discharged in 2023 upon repayment of the construction finance facility).

(c) Commercial Vessel Database Cross-Referencing: HP cross-referenced the corporate registry and flag state registry findings against commercial vessel databases (including Beaumont Software, Equasis, and Halcyon Health IT) to verify vessel identification details, operational history, and the commercial relationships between the vessel and the KMH group.

(d) Bank Account and Fund Flow Analysis: HP analyzed bank account records and fund flows through KB Singapore's accounts at Pinnacle Bank (Singapore) Ltd. (6 Battery Road, #20-01, Singapore 049909). These records were obtained through the asset disclosure process under the WFO and supplemented by banking records produced in the LCIA arbitration. The fund flow analysis was designed to trace the movement of operational revenues from the vessel through the SPV to intermediate and ultimate parent company accounts, thereby confirming the economic control exercised by KMH over the vessel's financial operations.

(e) Open-Source intelligence: HP conducted open-source intelligence gathering, including searches of public media, industry publications, corporate filings, and social media profiles of key individuals associated with the KMH group, to supplement and corroborate the findings from the formal registry and financial record searches.

5.2 Key Findings

HP's preliminary report dated August 15, 2024, sets out the following key findings relevant to the ownership and control of M/V Crimson Horizon:

Single-Ship SPV: KB Singapore has no independent commercial operations apart from owning and operating M/V Crimson Horizon. Its sole asset is the vessel, together with operational funds held in its Pinnacle Bank accounts. It has no employees (other than the nominee directors), no office premises independent of the registered address provided by Pinnacle Corporate Services Pte. Ltd., and no business activity unrelated to the vessel. It is a classic single-ship SPV of the type routinely used in international shipping.

Operational Control by KMH: All material operational decisions regarding M/V Crimson Horizon were made by KMH personnel, not by KB Singapore as an independent corporate entity. Specifically, Alexei Demidov, Director of Fleet Operations at KMH, was responsible for all fleet deployment decisions, including voyage planning, fixture negotiations, bunker procurement, and maintenance scheduling for the vessel. During the LCIA arbitration, Captain Dimitrios Kouretas, TSL's Head of Chartering & Operations, confirmed in his witness statement that all commercial interactions regarding M/V Crimson Horizon were conducted with KMH personnel, and that KB Singapore was never presented as having any independent decision-making authority over the vessel's commercial operations. This evidence was accepted by the tribunal and is reflected in the findings of the Award.

Fund Flow Analysis: HP's analysis of the Pinnacle Bank account records reveals a consistent pattern of upstream remittance of funds from KB Singapore to Oceangate and KMH accounts in Cyprus. Hire payments received by KB Singapore from charterers were credited to the Pinnacle Bank operating account, from which operational disbursements (bunker costs, port charges, crew wages through the technical manager, insurance premiums, and classification society fees) were paid. Net surplus funds — typically the majority of the hire income — were regularly transferred to Oceangate's account at Pinnacle Securities in Nicosia, and from there to KMH's master account at the same institution. This pattern of upstream remittance is consistent with the SPV functioning as a collection vehicle for vessel earnings, with surplus cash extracted by the parent for group-level purposes. It confirms that the economic benefit of the vessel's operations flowed to KMH, not to KB Singapore as an independent entity.

No Third-Party Interest: HP found no evidence of any third-party ownership interest in KB Singapore at any point in its corporate history. The ACRA records have consistently shown Oceangate as the sole shareholder since incorporation. There is no evidence of any trust arrangement, nominee shareholding, beneficial interest held by a third party, or any other arrangement that would dilute KMH's 100% indirect ownership of KB Singapore.

5.3 Note on Post-Award Sale Attempt

HP's investigation has identified intelligence suggesting that KMH attempted to arrange a sale of M/V Crimson Horizon in the period following the issuance of the Award on June 28, 2024 and prior to the grant of the WFO on July 16, 2024. Specifically, HP identified communications (obtained through the disclosure process under the WFO, though the disclosure was incomplete) indicating that Alexei Demidov, acting on behalf of KMH, approached at least two shipbrokers — believed to be Sundial Holdings (Copenhagen) and Sundial Industries (London) — to explore the possibility of a quick sale of M/V Crimson Horizon and one other vessel in the fleet.

The attempted sale was not completed. The WFO, granted on July 16, 2024, prohibited any disposal of KMH's assets worldwide (including the assets of its subsidiaries), and no evidence of a completed sale transaction has been identified. However, the attempted sale is significant for two reasons:

(a) It constitutes further evidence of dissipation risk, supporting the continued maintenance of the WFO and the urgency of the arrest application. The fact that KMH sought to dispose of the vessel within three weeks of the Award demonstrates a clear intention to put assets beyond TSL's reach and to frustrate enforcement.

(b) It raises the possibility that KMH may attempt further disposals, including transfers of shares in the vessel-owning SPVs or the vessel itself, in jurisdictions where the WFO may be more difficult to enforce. This underscores the importance of arresting M/V Crimson Horizon physically in Singapore at the earliest opportunity, as a physical arrest is the most effective means of securing a vessel and preventing its removal from the jurisdiction.

Any completed sale in breach of the WFO would give rise to contempt proceedings in the Commercial Court and would be reported to Mr. Justice Ashworth for appropriate sanctions, including potential committal of the responsible individuals.

6. Vessel Particulars and Valuation

For convenience of reference, the full particulars of the vessel are restated below:

Northcape Maritime Advisory Ltd. has been separately instructed to provide an independent fair market valuation of M/V Crimson Horizon for the purposes of any judicial sale. The instruction was given to Captain Ian Forsyth, Managing Director of Northcape, at their offices at 3 Thomas More Square, London E1W 1WY. Captain Forsyth has extensive experience in vessel valuations for admiralty sale purposes and is recognized as an independent expert by the Singapore admiralty court. The valuation instruction letter was sent on August 12, 2024 and requests a desktop valuation to be delivered on an expedited basis, to be followed by a physical inspection valuation if and when the vessel is arrested.

A preliminary estimate, based on current market conditions for Handymax bulk carriers of similar age, specification, and condition, suggests that the vessel is of substantial value and that its sale would make a material contribution to the recovery effort. Current market reports from the Baltic Exchange and shipbroking intelligence indicate Handymax values in the range of USD $20,000,000 to $25,000,000 for 2018-built tonnage, depending on specific condition, trading history, and dry-docking status.

The precise value of the vessel will ultimately be determined by the market at judicial sale. We note, for internal purposes only, that the proceeds of any judicial sale of this vessel will represent a partial recovery against the total Award and costs of £108,600,000 plus accruing interest, and that recovery efforts from other jurisdictions and against other assets of the KMH group will need to continue in parallel.

7. Recommendations

Based on the foregoing analysis, the following recommendations are made:

1. Proceed with Arrest. The in rem writ of summons should be filed through Straits Meridian LLP (David Teo Wei Lin, Partner; Priya Subramaniam, Senior Associate) for the arrest of M/V Crimson Horizon in Singapore waters at the earliest opportunity. Commercial vessel tracking intelligence indicates that the vessel is currently in or approaching Singapore, and the arrest should be executed before the vessel departs. Straits Meridian LLP should be instructed to apply to the Duty Registrar for the warrant of arrest on an urgent basis as soon as the vessel enters Singapore territorial waters and the writ has been filed.

2. Rely on the Associated Ship Doctrine. The corporate ownership chain — in which KMH holds 100% of Oceangate, which holds 100% of KB Singapore, which is the registered owner of the vessel — provides a strong and well-supported basis for arrest under section 4(4) of the HCAJA. The supporting affidavit should exhibit the corporate registry records, HP's report, and the relevant charter-party documentation confirming KMH's role as disponent owner. The absence of any third-party interest at any level of the ownership chain, and the consistency of the evidence across multiple independent sources, make this a compelling case.

3. Coordinate with OS 872/2024. The arrest proceedings must be closely coordinated with the pending enforcement application under OS 872/2024. Leave to enforce the LCIA Award as a Singapore judgment should be obtained as promptly as possible. Straits Meridian LLP should present both matters to the court in a manner that emphasizes the complementary nature of the proceedings: the arrest secures the asset while the enforcement order provides the legal basis for execution. Once leave to enforce is granted, any objection by KMH that the arrest lacks a sufficient legal basis would fall away.

4. Prepare for Judicial Sale. Once M/V Crimson Horizon is arrested, if KMH does not furnish adequate security (in the form of a bank guarantee, P&I Club letter of undertaking, or cash deposit) or satisfy the Award within the time permitted by the court, TSL should apply for appraisement and judicial sale of the vessel. The valuation being prepared by Northcape Maritime Advisory Ltd. (Captain Ian Forsyth) will support the sale process. The application for judicial sale should be filed promptly to minimize the costs of maintaining the vessel under arrest (including port fees, watchkeeping, insurance, and maintenance costs, which accrue daily and erode the value of the recovery).

5. Monitor for Ownership Transfer Attempts. HP should continue to monitor for any attempt by KMH to transfer or encumber M/V Crimson Horizon, the shares in KB Singapore, or the shares in Oceangate, in breach of the WFO or the Cyprus freezing injunction. Real-time vessel tracking should be maintained to monitor the vessel's position and movements. Any evidence of an attempted or completed disposal should be reported immediately to: (i) the Commercial Court in London, for contempt proceedings before Mr. Justice Ashworth; (ii) the Singapore court, in support of the arrest proceedings and any application for a further injunction; and (iii) the Nicosia District Court, in support of the Cyprus enforcement proceedings and the existing freezing injunction over Oceangate's shares.

6. Garnishee Proceedings in Parallel. The garnishee application against Pinnacle Bank (Singapore) Ltd. in respect of the accounts held by KB Singapore should proceed in parallel with the arrest. Fund flow analysis by HP indicates that there are likely to be operational funds standing to the credit of KB Singapore's accounts at Pinnacle Bank. Recovery of these funds, while likely to be modest in comparison to the vessel's value, will contribute to the overall recovery from Singapore-based assets and will further constrain KMH's ability to use the vessel's earnings for its own purposes pending the resolution of the enforcement proceedings.

8. Appendices (Referenced)

The following appendices are referenced in this memorandum and are attached hereto or available in the matter file:

Appendix A: Corporate structure chart — M/V Crimson Horizon ownership chain (KMH → Oceangate Ventures Ltd. → Korinthian Bulkers (Singapore) Pte. Ltd. → M/V Crimson Horizon).

Appendix B: Extracts from Hartwell Pemberton LLP preliminary asset tracing report dated August 15, 2024, prepared by Rebecca Saunders (Partner) and Mark Huxley (Director) — relevant sections addressing the Singapore corporate structure, fund flow analysis, and post-award sale attempt.

Appendix C: ACRA search results for Korinthian Bulkers (Singapore) Pte. Ltd. (UEN 201912345D), confirming incorporation details, share capital, directors, and sole shareholder (Oceangate Ventures Ltd.).

Appendix D: Cyprus Registrar of Companies extracts for Oceangate Ventures Ltd. (Registration No. HE 401293) and Korinthian Maritime Holdings Ltd. (Registration No. HE 387421), confirming incorporation details, share capital, directors, and shareholdings.

Appendix E: Liberian International Ship & Corporate Registry (LISCR) extract for M/V Crimson Horizon (IMO 9801334), confirming vessel registration details, registered owner (Korinthian Bulkers (Singapore) Pte. Ltd.), and the absence of any current registered mortgage or encumbrance.

Appendix F: Relevant provisions of the High Court (Admiralty Jurisdiction) Act (Cap. 123), including section 3 (admiralty jurisdiction) and section 4(4) (mode of exercise of admiralty jurisdiction — in rem actions and associated ship arrest).

This memorandum is prepared for internal use by the legal team and is subject to the attorney-client privilege and work product protection. It should not be disclosed to any third party, including opposing counsel, the courts, or any regulatory body, without the express written consent of the Responsible Partner. The analysis and recommendations contained herein are based on the information available as of the date of this memorandum and are subject to revision as further information becomes available.

Patrick Gallagher Working Associate Drummond & Fenwick LLP London Office

Date: August 16, 2024

Particular	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	Korinthian Bulkers (Singapore) Pte. Ltd.
Registered Address of Owner	80 Robinson Road, #14-02, Singapore 068898
Classification Society	Meridian Industries
Year of Build	2018
Attribute	Detail
Entity Name	Korinthian Bulkers (Singapore) Pte. Ltd.
Entity Type	Private limited company
Jurisdiction of Incorporation	Republic of Singapore
ACRA UEN	201912345D
Registered Address	80 Robinson Road, #14-02, Singapore 068898
Date of Incorporation	March 18, 2019
Authorized Share Capital	SGD 1,000,000
Issued Share Capital	SGD 100 (100 ordinary shares of SGD 1.00 each)
Directors	Sergei Volkov; Marina Kazakova
Company Secretary	Pinnacle Corporate Services Pte. Ltd.
Attribute	Detail
Entity Name	Oceangate Ventures Ltd.
Entity Type	Private limited company
Jurisdiction of Incorporation	Republic of Cyprus

Registration Number	HE 401293
Registered Address	28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus
Date of Incorporation	October 9, 2017
Authorized Share Capital	EUR 100,000
Issued Share Capital	EUR 10,000 (10,000 ordinary shares of EUR 1.00 each)
Directors	Sergei Volkov; Alexei Demidov
Company Secretary	Dervi Corporate Services Ltd.
Attribute	Detail
Entity Name	Korinthian Maritime Holdings Ltd.
Entity Type	Private limited company
Jurisdiction of Incorporation	Republic of Cyprus
Registration Number	HE 387421
Registered Address	28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus
Date of Incorporation	February 14, 2015
Authorized Share Capital	EUR 1,000,000
Issued Share Capital	EUR 500,000 (500,000 ordinary shares of EUR 1.00 each)
Directors	Andrei Volkov (Chairman); Sergei Volkov; Alexei Demidov
Company Secretary	Dervi Corporate Services Ltd.
Particular	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
Classification Society	Meridian Industries

Year of Build	2018
Builder	Harborline & Co. (Saikai, Japan)
Registered Owner (SPV)	Korinthian Bulkers (Singapore) Pte. Ltd.
SPV Registered Address	80 Robinson Road, #14-02, Singapore 068898
Beneficial Owner	Korinthian Maritime Holdings Ltd. (through Oceangate Ventures Ltd.)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is prepared in anticipation of litigation and for the purpose of providing legal advice. Do not distribute, copy, or disclose to any person outside the legal team without the express authorization of the Responsible Partner.
MEMORANDUM
TO: Samuel Eklund, Responsible Partner Hannah Brinkley, Lead Associate
FROM: Patrick Gallagher, Working Associate
DATE: August 16, 2024
RE: Beneficial Ownership of M/V Crimson Horizon (IMO 9801334) — Corporate Chain Analysis and Singapore Admiralty Arrest Basis
MATTER: Thalassa Shipping & Logistics SA v. Korinthian Maritime Holdings Ltd. — Enforcement of LCIA Award No. 224718
C&H Reference: 2024/LN/MAR-0471
Input received from: Hartwell Pemberton LLP (Rebecca Saunders, Partner, Forensic & Investigative Services; Mark Huxley, Director)
Right-click to update Table of Contents
1. Executive Summary
The purpose of this memorandum is to analyze and document the corporate ownership chain linking M/V Crimson Horizon (IMO 9801334) to Korinthian Maritime Holdings Ltd. ("KMH"), the award debtor in LCIA Case Reference No. 224718, for the purpose of establishing the legal basis for arresting the vessel in Singapore under the High Court (Admiralty Jurisdiction) Act (Cap. 123) (the "HCAJA"). This memorandum draws upon the preliminary asset tracing report prepared by Hartwell Pemberton LLP ("HP"), dated August 15, 2024, corporate registry records from Singapore, Cyprus, and Liberia, and the contemporaneous charter-party documentation produced during the LCIA arbitration proceedings.
The key conclusion of this analysis is as follows: M/V Crimson Horizon is beneficially owned by KMH through a straightforward, wholly-owned vertical chain of subsidiaries. The vessel is registered in the name of Korinthian Bulkers (Singapore) Pte. Ltd. ("KB Singapore"), a single-ship special purpose vehicle incorporated in Singapore. KB Singapore is, in turn, 100% owned by Oceangate Ventures Ltd. ("Oceangate"), a Cyprus-incorporated intermediate holding company, which is itself 100% owned by KMH. At no level in this chain is there any minority interest, joint venture participation, or third-party shareholding. The corporate structure is a paradigm case for the application of the associated ship doctrine under Singapore admiralty law, which permits the arrest of a vessel owned by a company in which the "relevant person" — here, KMH as the party liable in personam on the underlying claim — is the beneficial owner of all shares.
Based on this analysis, it is recommended that the team proceed with filing the in rem writ of summons and applying for the arrest of M/V Crimson Horizon in Singapore waters at the earliest opportunity, in conjunction with the enforcement application under the International Arbitration Act (Cap. 143A) ("IAA"), Originating Summons No. 872/2024 ("OS 872/2024"), filed on August 14, 2024 by Straits Meridian LLP, our local counsel in Singapore. Intelligence from HP and commercial vessel tracking indicates that the vessel is currently in or approaching Singapore waters, and the window for arrest may be narrow given KMH's demonstrated willingness to dissipate assets.
2. Background
2.1 The LCIA Award
LCIA Case Reference No. 224718 was commenced by Thalassa Shipping & Logistics SA ("TSL") against KMH in respect of three related charter-party disputes concerning the vessels M/V Aegean Fortuna, M/V Crimson Horizon, and M/V Volga Spirit. The arbitration was conducted under the LCIA Arbitration Rules 2020, with the seat of arbitration in London. The tribunal comprised Sir Malcolm Fenton-Clarke (presiding arbitrator), Professor Athena Drakopoulos, and Dr. Henrik Dalmqvist.
On June 28, 2024, the tribunal issued its Final Award (the "Award"), finding in favor of TSL on substantially all claims and ordering KMH to pay the following sums:
•  Principal Award Amount: £96,450,000, being the aggregate of damages across the three charter-party disputes, comprising:
(a) M/V Aegean Fortuna: outstanding hire of £6,120,000 and loss of bargain of £31,450,000, totaling £37,570,000;
(b) M/V Crimson Horizon: outstanding hire of £4,280,000 and loss of bargain of £23,870,000, totaling £28,150,000; and
(c) M/V Volga Spirit: outstanding hire of £5,230,000 and loss of bargain of £25,500,000, totaling £30,730,000.
•  Costs: The tribunal allocated 85% of all costs to KMH, resulting in a costs award of £12,150,000, comprising £3,240,000 in LCIA institutional and tribunal costs and £8,910,000 in TSL's legal costs and expenses.
•  Grand Total: £108,600,000.
•  Post-Award Interest: The tribunal ordered post-award interest at a rate of 5.25% per annum simple on the principal award amount of £96,450,000, accruing from June 29, 2024 until the date of payment.
The Award is final and binding and not subject to appeal on the merits. KMH did not file any application to set aside the Award within the 28-day period under section 67 or section 68 of the Arbitration Act 1996, and the time for doing so has now expired.
Of particular relevance to this memorandum, M/V Crimson Horizon was the subject of the second charter-party agreement (the "Second CP"), entered into on January 22, 2020, pursuant to which KMH was identified as the "disponent owner" of the vessel. KMH ceased making hire payments under the Second CP from July 1, 2022 onward, and arrears of £4,280,000 accrued before TSL exercised its right to withdraw the vessel on September 15, 2022. The tribunal further awarded £23,870,000 in respect of TSL's loss of bargain arising from the premature termination of the Second CP, reflecting the difference between the contractual hire rate and the market rate for the unexpired period of the charter.
2.2 Enforcement Campaign
KMH has failed to make any payment under the Award, and TSL has been compelled to pursue a coordinated, multi-jurisdictional enforcement campaign to recover the sums due. Enforcement proceedings are currently underway, or have been initiated, in the following jurisdictions:
(a) England & Wales: Claim No. CL-2024-000487 in the Commercial Court, Queen's Bench Division, for leave to enforce the LCIA Award as a judgment of the High Court under section 66 of the Arbitration Act 1996;
(b) Cyprus: Case No. 2247/2024 in the District Court of Nicosia, for recognition and enforcement of the LCIA Award under the New York Convention as implemented by the International Commercial Arbitration Law (Law 101(I)/1987);
(c) Singapore: Originating Summons No. 872/2024 in the High Court, for leave to enforce the LCIA Award under section 19 of the International Arbitration Act (Cap. 143A), filed August 14, 2024 by Straits Meridian LLP (David Teo Wei Lin, Partner; Priya Subramaniam, Senior Associate), our local counsel in Singapore; and
(d) United Arab Emirates: Case No. 1893/2024 in the Abu Dhabi Court of First Instance, for recognition and enforcement of the LCIA Award.
In support of the enforcement campaign, a Worldwide Freezing Order ("WFO") was obtained ex parte on July 16, 2024 from Mr. Justice Ashworth in the Commercial Court, restraining KMH and its subsidiaries from dealing with, disposing of, diminishing the value of, or removing from the jurisdiction any of their assets worldwide up to the value of £108,600,000. The WFO was continued by the court on the return date of July 30, 2024 following an inter partes hearing at which KMH was represented by Harkness Whitford & Co. The WFO contains the standard Penal Notice and ancillary disclosure provisions requiring KMH to provide full details of all its assets worldwide. As discussed further below, KMH's compliance with its disclosure obligations under the WFO has been incomplete and unsatisfactory, and a further application to compel more complete disclosure is under consideration.
2.3 The Vessel
The vessel that is the subject of this memorandum and the proposed arrest proceedings is:
M/V Crimson Horizon was, as noted above, the subject of the Second CP entered into on January 22, 2020. Under that agreement, KMH was identified as the "disponent owner" and TSL as the charterer. The charter was on time charter terms based on an amended NYPE 2015 form. KMH's failure to perform its obligations under the Second CP, and the cascading commercial consequences thereof, gave rise to the £28,150,000 component of the Award attributable to this vessel.
KMH ceased hire payments on M/V Crimson Horizon from July 1, 2022. Notwithstanding repeated demands from TSL and its solicitors, KMH failed to cure the default, and TSL exercised its contractual right to withdraw the vessel from the charter on September 15, 2022, as notified to KMH by anti-technicality notice dated September 8, 2022.
3. Corporate Ownership Chain — M/V *Crimson Horizon*
This section documents the corporate ownership chain linking M/V Crimson Horizon to KMH. The analysis is based on HP's preliminary asset tracing report dated August 15, 2024, corporate registry records obtained from ACRA (Singapore), the Cyprus Registrar of Companies, and the Liberian ship registry, as well as contemporaneous commercial documentation produced during the LCIA arbitration.
3.1 Layer 1: Registered Owner — Korinthian Bulkers (Singapore) Pte. Ltd.
The registered owner of M/V Crimson Horizon, as recorded on the Liberian ship registry and confirmed by ACRA records, is Korinthian Bulkers (Singapore) Pte. Ltd. ("KB Singapore"). The relevant details of this entity are as follows:
KB Singapore operates exclusively as a single-purpose vehicle ("SPV") for the ownership and operation of M/V Crimson Horizon. It has no independent commercial operations, no employees of its own beyond the nominee directorship arrangements described above, and no assets other than the vessel and associated operational funds held in its bank accounts.
KB Singapore maintains accounts at Pinnacle Bank (Singapore) Ltd., located at 6 Battery Road, #20-01, Singapore 049909. These accounts have been used to receive hire payments and other operational revenues generated by the vessel, and to make operational disbursements (bunker costs, port charges, crew wages through the technical manager, and insurance premiums). As discussed further in Section 5 below, HP's analysis of fund flows through these accounts demonstrates that revenues were regularly remitted upstream to Oceangate and KMH accounts in Cyprus, confirming that KB Singapore functioned as a conduit entity under the control of KMH.
These Pinnacle Bank accounts are separately the subject of garnishee proceedings, which are being pursued in parallel by Straits Meridian LLP to maximize recovery from Singapore-based assets.
3.2 Layer 2: Intermediate Holding Company — Oceangate Ventures Ltd.
The sole shareholder of KB Singapore is Oceangate Ventures Ltd. ("Oceangate"), an intermediate holding company incorporated in Cyprus. The relevant details of Oceangate are as follows:
Oceangate functions as a fleet-level holding company within the KMH group structure. It holds shares in multiple SPVs that serve as registered owners of vessels within the KMH fleet. Based on HP's asset tracing analysis set out in its preliminary report dated August 15, 2024, Oceangate holds 100% of the issued share capital of KB Singapore, through ownership of all 100 issued ordinary shares.
In addition to its ownership of KB Singapore, Oceangate also holds 100% of the issued share capital of Dnepr Shipholding Inc. (BVI Company No. 2014876), which in turn is the registered owner of two further vessels in the KMH fleet: M/V Aegean Fortuna (IMO 9784521) and M/V Volga Spirit (IMO 9756892). These vessels are the subject of the first and third charter-party disputes that formed the basis of the LCIA Award, and separate arrest proceedings may be considered in due course in other jurisdictions where those vessels may be found.
The shares of Oceangate are themselves the subject of a freezing injunction granted by the Nicosia District Court on August 12, 2024, in support of the Cyprus enforcement proceedings (Case No. 2247/2024). That injunction prohibits any transfer, encumbrance, or dealing with the shares of Oceangate or any of its subsidiaries pending the determination of the enforcement application.
3.3 Layer 3: Ultimate Parent — Korinthian Maritime Holdings Ltd.
The sole shareholder of Oceangate is KMH, the award debtor and the ultimate parent company of the vessel ownership chain. The relevant details of KMH are as follows:
KMH holds 100% of the issued share capital of Oceangate, comprising all 10,000 issued ordinary shares. KMH is the apex entity in the corporate chain relevant to M/V Crimson Horizon and is the entity against which the LCIA Award was rendered. KMH is the award debtor in all enforcement proceedings across the four jurisdictions referenced in Section 2.2 above and is the respondent to the WFO granted by Mr. Justice Ashworth.
KMH is itself beneficially owned by the Volkov family through additional BVI and Cypriot holding structures that sit above KMH in the ultimate ownership hierarchy. Andrei Volkov is the ultimate beneficial owner ("UBO") of KMH and serves as its de facto director and chairman. His son, Sergei Volkov, is a formal director and is actively involved in the day-to-day management of the fleet. Marina Kazakova serves as Chief Financial Officer of the KMH group, and Alexei Demidov serves as Director of Fleet Operations. Both Kazakova and Demidov are signatories on various group bank accounts and have been identified by HP as key operatives in the management of the KMH fleet.
Prior to the dispute with TSL, the KMH group had an estimated net asset value of approximately USD $280,000,000. The group controlled a fleet of approximately 18 dry-bulk carriers of various sizes (Handymax, Supramax, and Panamax classes), each held through single-purpose vehicle subsidiaries in a manner typical of international shipping groups. The KMH group's fleet operations were coordinated from its Nicosia office, with commercial and technical management functions also maintained through associated entities in Athens, Singapore, and Dubai.
3.4 Summary of the Corporate Ownership Chain
The corporate ownership chain linking M/V Crimson Horizon to KMH may be summarized as follows:
M/V *Crimson Horizon* (IMO 9801334)
↓ Registered owner
Korinthian Bulkers (Singapore) Pte. Ltd. (Singapore, UEN 201912345D) — 100% owned by ↓
Oceangate Ventures Ltd. (Cyprus, HE 401293) — 100% owned by ↓
Korinthian Maritime Holdings Ltd. (Cyprus, HE 387421) — Award Debtor / Judgment Debtor
A detailed corporate structure chart is attached as Appendix A to this memorandum.
The critical feature of this ownership chain is its simplicity and transparency. The chain is a straightforward, wholly-owned vertical structure with no minority interests, joint ventures, side agreements, nominee arrangements, or third-party shareholders at any level. At each level, the parent entity holds 100% of the issued share capital of its subsidiary. There is no evidence of any trust arrangement, equitable interest held by a third party, or any encumbrance on the shares at any level in the chain (other than the freezing orders obtained by TSL as part of the enforcement campaign).
This clean, wholly-owned structure is significant for the admiralty arrest analysis set out in Section 4 below, as it eliminates any ambiguity regarding the question of beneficial ownership and negates any potential argument by KMH that a third party holds an interest in the vessel or its owning company.
3.5 Evidentiary Basis for Ownership Findings
The findings regarding the corporate ownership chain set out above are based on the following sources, each of which has been reviewed and cross-referenced for consistency:
(a) Hartwell Pemberton LLP — Preliminary Asset Tracing Report dated August 15, 2024. Prepared by Rebecca Saunders (Partner, Forensic & Investigative Services) and Mark Huxley (Director). This report sets out the results of HP's forensic investigation into the KMH group's corporate structure and asset holdings, including the vessel ownership chain, fund flow analysis, and intelligence on attempted asset dissipation. Relevant extracts are attached as Appendix B.
(b) ACRA Corporate Search Records — Korinthian Bulkers (Singapore) Pte. Ltd. Obtained from the Accounting and Corporate Regulatory Authority of Singapore, confirming the entity's incorporation details, registered address, share capital, directors, and shareholder information. The ACRA records confirm Oceangate Ventures Ltd. as the sole shareholder. Full search results are attached as Appendix C.
(c) Cyprus Registrar of Companies Records — Oceangate Ventures Ltd. (HE 401293) and KMH (HE 387421). Obtained from the Department of the Registrar of Companies and Official Receiver, Ministry of Energy, Commerce and Industry, Republic of Cyprus. These records confirm the incorporation details, share capital, directorships, and shareholdings of both entities. KMH is confirmed as the sole shareholder of Oceangate. Relevant extracts are attached as Appendix D.
(d) Liberian Ship Registry Records — M/V *Crimson Horizon* (IMO 9801334). Obtained from the Liberian International Ship & Corporate Registry (LISCR), confirming the vessel's registration details, including the identity of the registered owner as Korinthian Bulkers (Singapore) Pte. Ltd. The registry extract is attached as Appendix E.
(e) KMH's Asset Disclosure under the WFO. KMH provided an asset disclosure affidavit on August 2, 2024, as required by the terms of the WFO. While the disclosure was incomplete and is the subject of ongoing compliance proceedings, it did identify M/V Crimson Horizon as an asset of the KMH group, listed under the subsidiary KB Singapore. The disclosure did not identify any third-party interest in KB Singapore, Oceangate, or the vessel.
(f) Charter-Party Documentation. The Second CP, dated January 22, 2020, identifies KMH as the "disponent owner" of M/V Crimson Horizon, confirming KMH's control over the vessel's commercial operations notwithstanding that the registered ownership sits with KB Singapore. This is consistent with the standard practice in international shipping of using SPVs as registered owners while the parent company exercises commercial and operational control through chartering and management arrangements.
The convergence of these sources — corporate registry records in three jurisdictions, flag state records, the forensic asset tracing report, KMH's own disclosure, and the contemporaneous contractual documentation — provides a robust and reliable evidentiary basis for the ownership findings. The team should be confident in presenting these findings to the Singapore court in support of the arrest application.
4. Legal Analysis — Singapore Admiralty Arrest
4.1 Statutory Framework
The admiralty jurisdiction of the Singapore High Court is governed by the High Court (Admiralty Jurisdiction) Act (Cap. 123) (the "HCAJA"). The relevant provisions for the purposes of this analysis are sections 3 and 4.
Section 3(1) of the HCAJA confers admiralty jurisdiction on the High Court over a broad range of maritime claims, including (inter alia) claims arising out of agreements relating to the carriage of goods in a ship or the use or hire of a ship, claims for loss of or damage to goods carried in a ship, and claims arising out of charterparties. The charter-party disputes underlying the LCIA Award fall within the scope of section 3(1), and the underlying claims are therefore capable of constituting "admiralty claims" for the purposes of the Act.
Section 4 of the HCAJA governs the circumstances in which an admiralty action may be commenced in rem (i.e., against a vessel). Section 4(4) is the provision of central importance and provides as follows:
"(4) In the case of any such claim as is mentioned in section 3(1)(d) to (q), where —
(a) the claim arises in connection with a ship; and
(b) the person who would be liable on the claim in an action in personam (referred to in this subsection as the relevant person) was, when the cause of action arose, the owner or charterer of, or in possession or in control of, the ship,
an action in rem may (whether or not the claim gives rise to a maritime lien on that ship) be brought in the High Court against —
(i) that ship, if at the time when the action is brought the relevant person is either the beneficial owner of that ship as respects all the shares in it or the charterer of it under a charter by demise; or
(ii) any other ship of which, at the time when the action is brought, the relevant person is the beneficial owner as respects all the shares in it."
The full text of the relevant statutory provisions is reproduced in Appendix F.
Section 4(4)(ii) is the so-called "associated ship" provision. It permits the arrest not only of the vessel in connection with which the claim arose, but also of "any other ship" which is beneficially owned by the person who would be liable in personam on the claim. The associated ship doctrine is a powerful enforcement mechanism specifically designed to address the reality that shipping groups typically hold individual vessels in separate SPVs, while the controlling parent entity enters into commercial contracts and assumes liability.
The purpose of the associated ship doctrine, as the Singapore Court of Appeal has recognized, is to prevent the owner of a fleet of ships from evading liability by interposing shell companies between itself and its vessels. The doctrine allows a claimant to arrest any vessel in the fleet, regardless of which SPV holds registered title, provided the person liable on the claim beneficially owns all shares in the SPV.
4.2 Application of the Associated Ship Doctrine
The application of the associated ship doctrine under section 4(4)(ii) to the present case requires the following elements to be established:
(a) The claim must be of a type falling within section 3(1)(d) to (q) of the HCAJA;
(b) The claim must have arisen in connection with a ship;
(c) The "relevant person" (i.e., the person who would be liable in personam) must have been the owner, charterer, or person in possession or control of the ship in connection with which the claim arose, at the time the cause of action arose;
(d) At the time the action is brought, the relevant person must be the beneficial owner of all shares in the ship sought to be arrested; and
(e) The ship sought to be arrested must be "any other ship" (i.e., not necessarily the ship in connection with which the claim arose, though it may be).
Each of these elements is satisfied in the present case:
Element (a): Type of claim. The underlying claims arise from charter-party agreements for the hire of vessels. Such claims fall within section 3(1)(h) of the HCAJA, which covers "any claim arising out of any agreement relating to the carriage of goods in a ship or to the use or hire of a ship." This element is clearly satisfied.
Element (b): Claim arising in connection with a ship. The LCIA Award encompassed claims in respect of three vessels, including M/V Crimson Horizon itself. The claims arose in connection with ships within the meaning of section 4(4)(a). This element is satisfied.
Element (c): Relevant person was owner, charterer, or in control. KMH is the party liable in personam on the LCIA Award. KMH was the "disponent owner" of the vessels under the charter-party agreements, including the Second CP for M/V Crimson Horizon. KMH was therefore the owner (or at minimum the person in control) of the ships in connection with which the claims arose, at the time the causes of action arose (i.e., when KMH defaulted on its hire payment obligations from mid-2022). This element is satisfied.
Element (d): Beneficial ownership of all shares at the time of action. This is the critical element, and the one addressed at length in this memorandum. As documented in Section 3 above, KMH is the indirect beneficial owner of all shares in KB Singapore through the wholly-owned intermediate holding company Oceangate. The corporate chain is as follows: KMH holds 100% of Oceangate, which holds 100% of KB Singapore, which is the registered owner of M/V Crimson Horizon. The question is whether this 100% indirect ownership constitutes "beneficial ownership" of "all the shares" in the vessel for the purposes of section 4(4)(ii).
The answer under Singapore admiralty law is clearly yes. The concept of "beneficial ownership" under section 4(4) is not confined to direct legal or registered shareholding. Singapore courts have consistently recognized that beneficial ownership extends to situations where a person controls all shares in the registered owner through wholly-owned intermediate holding companies. The courts have adopted a purposive interpretation of the provision, looking to the economic reality of the ownership structure rather than its legal form.
In The "Andres Bonifacio" [1993] 3 SLR(R) 71, the Singapore High Court held that the question of beneficial ownership must be determined by reference to the substance of the ownership arrangement, not merely its legal form. The court recognized that shipping companies routinely use multi-layered SPV structures to hold individual vessels, and that the associated ship provision would be rendered largely ineffective if it could be defeated simply by interposing one or more holding companies between the controlling parent and the vessel-owning SPV.
The approach was further developed in The "Skaw Prince" [1994] 3 SLR(R) 379 and The "Pangkalan Susu/Permina 3001" [1977] 1 Lloyd's Rep 473. In these cases, the courts confirmed that where a person holds 100% of the shares in a holding company, which in turn holds 100% of the shares in a vessel-owning subsidiary, the person at the top of the chain is the "beneficial owner" of the vessel for the purposes of the associated ship doctrine. The rationale is straightforward: the 100% shareholder of a company that owns all the shares in a ship-owning SPV has the exclusive economic interest in the vessel, the exclusive right to dividends and distributions from the SPV, and the exclusive power to direct the affairs of the SPV, including the disposition of the vessel. In substance, such a person owns the vessel.
In the present case, KMH holds 100% of Oceangate, which holds 100% of KB Singapore. At no level in the chain is there any minority interest, external investor, joint venture partner, or any other party with an ownership interest. KMH has the exclusive economic interest in M/V Crimson Horizon, the exclusive right to receive dividends and distributions from KB Singapore (through Oceangate), and the exclusive power to direct the corporate affairs of both Oceangate and KB Singapore, including decisions regarding the deployment, chartering, sale, or scrapping of the vessel. KMH's personnel — specifically Sergei Volkov, Alexei Demidov, and Marina Kazakova — serve as directors and officers at each level of the corporate chain, further confirming KMH's control.
This is not a case where the ownership chain involves intermediate entities with independent shareholders, creditors with quasi-ownership rights, or complex cross-holding arrangements that might introduce ambiguity into the beneficial ownership analysis. The chain is entirely clean, wholly-owned at every level, and presents no impediment to a finding of beneficial ownership.
Element (e): "Any other ship." M/V Crimson Horizon is a vessel beneficially owned by KMH at the time the action is brought. Whether the arrest is characterized as an arrest of the vessel "in connection with which the claim arose" under section 4(4)(i) (since M/V Crimson Horizon was itself the subject of the Second CP) or as an arrest of an "associated ship" under section 4(4)(ii) (since the Award encompasses claims relating to three vessels and the enforcement claim may be treated as a single composite claim), the result is the same. In either case, the beneficial ownership requirement is met.
On the basis of the foregoing analysis, the team is advised that the legal basis for arresting M/V Crimson Horizon under section 4(4) of the HCAJA is strong. The wholly-owned corporate chain, the absence of any third-party interests, the contemporaneous charter-party documentation confirming KMH's role as disponent owner, and the convergence of multiple independent evidentiary sources all support the conclusion that KMH is the beneficial owner of the vessel.
4.3 Potential Defenses and Counterarguments
KMH is represented in the English enforcement proceedings by Harkness Whitford & Co. (SRA No. 614823), led by Richard Harkness (Senior Partner) and Catherine Whitford (Partner, International Arbitration & Dispute Resolution). It is anticipated that KMH will instruct local counsel in Singapore (the identity of which is not yet known) to oppose the arrest application. We have considered the following potential lines of defense:
(a) Separate Legal Personality
KMH may argue that KB Singapore is a separate legal entity incorporated under the laws of Singapore, with its own legal personality, and that the assets of KB Singapore — including M/V Crimson Horizon — cannot be attributed to KMH. This argument rests on the foundational principle of corporate law, as established in Salomon v A Salomon & Co Ltd [1897] AC 22, that a company is a legal entity separate and distinct from its shareholders.
Response: The associated ship doctrine under section 4(4) of the HCAJA is specifically designed as a statutory exception to the principle of separate legal personality in the admiralty context. The very purpose of the doctrine is to permit claimants to look through SPV structures and arrest vessels that are beneficially owned by the party liable on the claim, regardless of which subsidiary holds registered title. To accept KMH's argument on this point would be to render section 4(4)(ii) meaningless, as it would prevent arrest in precisely the circumstances the provision was enacted to address. Singapore courts have consistently rejected attempts to invoke separate legal personality as a defense to an associated ship arrest where the beneficial ownership requirement is otherwise met.
(b) No Direct Ownership
KMH may argue that it does not directly own M/V Crimson Horizon, and that its indirect ownership through Oceangate and KB Singapore is insufficient to establish beneficial ownership under section 4(4). This argument would assert that "beneficial ownership" requires either direct registered ownership or, at most, direct beneficial ownership of the vessel itself, and does not extend to ownership through intermediate holding companies.
Response: This argument is inconsistent with the established case law. The Singapore courts have consistently held that beneficial ownership under section 4(4) encompasses indirect ownership through wholly-owned subsidiaries. As discussed in Section 4.2 above, the courts have adopted a purposive interpretation that focuses on the economic reality of the ownership arrangement. Where a person holds 100% of all companies in the chain leading to the vessel-owning SPV, that person is treated as the beneficial owner for the purposes of the associated ship doctrine. KMH's 100% indirect ownership through a single wholly-owned intermediate holding company presents the paradigm case for applying this principle. There is nothing novel or aggressive about this position; it reflects settled law.
(c) Change of Ownership or Sale of the Vessel
KMH may assert that M/V Crimson Horizon has been sold, or that the ownership of KB Singapore or Oceangate has been transferred, such that KMH is no longer the beneficial owner at the time the action is brought. The relevant date for assessing beneficial ownership under section 4(4) is the date on which the in rem action is commenced.
Response: HP's asset tracing analysis, current as of August 15, 2024, confirms that the ownership chain described in Section 3 above remains intact. There is no evidence of any completed transfer of shares in KB Singapore, Oceangate, or KMH, or any sale or mortgage of M/V Crimson Horizon to a third party. On the contrary, as discussed in Section 5.3 below, HP has identified intelligence suggesting that KMH attempted to arrange a sale of the vessel following the Award date but was prevented from completing any such transaction by the WFO granted on July 16, 2024. Any completed sale or transfer in breach of the WFO would constitute contempt of court, would be voidable as a disposition made in breach of a court order, and would give rise to separate proceedings to set aside the transaction and for committal. Furthermore, any post-Award transfer at an undervalue or for the purpose of evading creditors would be susceptible to challenge under applicable fraudulent conveyance and transactions defrauding creditors legislation.
The team should ensure that the most current vessel registry records and corporate search results are obtained immediately prior to filing the in rem writ to confirm that no change in ownership has occurred since the date of HP's report.
Assessment of Counterarguments
In the team's assessment, none of the foregoing counterarguments has any realistic prospect of success. The associated ship doctrine is well-established in Singapore admiralty jurisprudence and has been applied to analogous fact patterns on numerous occasions. The wholly-owned corporate chain, the absence of third-party interests, and the strong evidentiary basis for the ownership findings provide a compelling foundation for the arrest application. KMH's best tactical response may be to furnish security (in the form of a bank guarantee or P&I Club letter of undertaking) to secure the release of the vessel, which would itself achieve one of TSL's objectives in pursuing the arrest.
4.4 Alternative Basis: Direct In Rem Claim
Independently of the associated ship doctrine, it is noted that a direct in rem claim against M/V Crimson Horizon may also be available. M/V Crimson Horizon was itself the subject of the Second CP and a specific component of the LCIA Award: £28,150,000 in respect of outstanding hire and loss of bargain. An in rem action could therefore potentially be founded directly against the vessel as the ship "in connection with which the claim arises" under section 4(4)(b)(i), rather than as an "associated ship" under section 4(4)(b)(ii).
However, this direct in rem basis requires the enforcement claim to be characterized as an original admiralty claim falling within section 3(1)(d) to (q) of the HCAJA, rather than simply as an application to enforce an arbitral award. There may be room for argument as to whether an enforcement claim under the IAA constitutes a fresh "claim arising out of any agreement relating to the use or hire of a ship" for the purposes of section 3(1)(h), or whether it is properly characterized as a statutory enforcement mechanism that does not independently give rise to an admiralty claim.
The associated ship route under section 4(4)(ii) is preferred as the primary basis for the arrest because it is broader and more robust. It does not depend on the characterization of the enforcement claim as an original admiralty claim, and it permits arrest of any vessel in the KMH fleet, not only M/V Crimson Horizon. The direct in rem basis may be relied upon in the alternative if the court were to take a narrow view of the associated ship doctrine, though for the reasons set out in Section 4.2 above, we do not consider that a realistic prospect.
4.5 Interaction with Enforcement Proceedings Under the IAA
The arrest of M/V Crimson Horizon serves dual and complementary purposes within TSL's enforcement campaign in Singapore:
First, the arrest provides security for the enforcement judgment sought under OS 872/2024. The enforcement application under section 19 of the IAA, if granted, will convert the LCIA Award into a judgment of the Singapore High Court, enforceable in the same manner as a domestic judgment. Leave to enforce is expected to be granted in the ordinary course, as the Award is a final award rendered under the LCIA Rules in a New York Convention jurisdiction (the United Kingdom), and there are no apparent grounds on which KMH could resist enforcement under Article V of the New York Convention. Once the Award is converted into a Singapore judgment, the arrested vessel serves as security against which that judgment can be executed.
Second, the arrest provides a basis for judicial sale. If KMH does not provide adequate security or satisfy the Award within a reasonable time, TSL may apply for appraisement and judicial sale of the vessel. Judicial sale in the admiralty context is a well-established mechanism under the Rules of Court (O. 70), and a sale by the court vests clear title in the purchaser, free of all encumbrances — a feature that makes admiralty judicial sales attractive to purchasers and that typically realizes fair market value. The proceeds of sale would be applied first to the costs of the arrest and sale proceedings, then to any maritime liens (of which we are not currently aware in respect of this vessel), and then to TSL's judgment in satisfaction or partial satisfaction of the Award.
Coordination between the in rem admiralty proceedings and the OS 872/2024 enforcement proceedings is essential. While the two proceedings are technically separate — one being an in rem action under the HCAJA and the other an originating summons under the IAA — they are directed to the same ultimate objective and must proceed in parallel without inconsistency. Straits Meridian LLP, as local counsel for TSL in Singapore, will manage both tracks and will ensure that the arrest application is presented to the court with the full context of the ongoing enforcement campaign, including the WFO, the multi-jurisdictional proceedings, and the evidence of dissipation risk.
The team should note that the timing is important. OS 872/2024 was filed on August 14, 2024, and the application for leave to enforce is expected to be heard in September 2024. The arrest application should be filed and executed before or contemporaneously with the grant of leave, so that the vessel is secured while the enforcement order is being obtained. There is precedent in Singapore for arresting a vessel in support of enforcement proceedings where leave to enforce an arbitral award has been applied for but not yet granted, provided the applicant demonstrates a good arguable case on the enforcement application.
5. Hartwell Pemberton's Forensic Findings on Vessel Ownership
5.1 Methodology
HP was engaged by this firm at the outset of the enforcement campaign to conduct a comprehensive forensic investigation into the KMH group's corporate structure, asset holdings, and fund flows, for the purpose of identifying enforceable assets and supporting the enforcement applications across all jurisdictions. The investigation into the ownership of M/V Crimson Horizon formed one component of this broader engagement.
HP's methodology for the vessel ownership investigation comprised the following workstreams:
(a) Corporate Registry Searches: HP conducted comprehensive corporate registry searches in Singapore (through ACRA's online search facility and formal requests), Cyprus (through the Department of the Registrar of Companies and Official Receiver), and the British Virgin Islands (through Vantage Corporate Services Ltd., the registered agent for Dnepr Shipholding Inc. and other BVI entities within the KMH group). These searches confirmed the incorporation details, registered addresses, share capital, shareholder information, and directorship records for each entity in the ownership chain.
(b) Flag State Registry Records: HP obtained vessel registry records from the Liberian International Ship & Corporate Registry (LISCR) for M/V Crimson Horizon (IMO 9801334), confirming the registered owner, the vessel's flag state registration details, and the absence of any recorded mortgage or encumbrance registered against the vessel (other than the preferred mortgage in favor of Triton Shipfinance A/S, Copenhagen, which HP understands was discharged in 2023 upon repayment of the construction finance facility).
(c) Commercial Vessel Database Cross-Referencing: HP cross-referenced the corporate registry and flag state registry findings against commercial vessel databases (including Beaumont Software, Equasis, and Halcyon Health IT) to verify vessel identification details, operational history, and the commercial relationships between the vessel and the KMH group.
(d) Bank Account and Fund Flow Analysis: HP analyzed bank account records and fund flows through KB Singapore's accounts at Pinnacle Bank (Singapore) Ltd. (6 Battery Road, #20-01, Singapore 049909). These records were obtained through the asset disclosure process under the WFO and supplemented by banking records produced in the LCIA arbitration. The fund flow analysis was designed to trace the movement of operational revenues from the vessel through the SPV to intermediate and ultimate parent company accounts, thereby confirming the economic control exercised by KMH over the vessel's financial operations.
(e) Open-Source intelligence: HP conducted open-source intelligence gathering, including searches of public media, industry publications, corporate filings, and social media profiles of key individuals associated with the KMH group, to supplement and corroborate the findings from the formal registry and financial record searches.
5.2 Key Findings
HP's preliminary report dated August 15, 2024, sets out the following key findings relevant to the ownership and control of M/V Crimson Horizon:
Single-Ship SPV: KB Singapore has no independent commercial operations apart from owning and operating M/V Crimson Horizon. Its sole asset is the vessel, together with operational funds held in its Pinnacle Bank accounts. It has no employees (other than the nominee directors), no office premises independent of the registered address provided by Pinnacle Corporate Services Pte. Ltd., and no business activity unrelated to the vessel. It is a classic single-ship SPV of the type routinely used in international shipping.
Operational Control by KMH: All material operational decisions regarding M/V Crimson Horizon were made by KMH personnel, not by KB Singapore as an independent corporate entity. Specifically, Alexei Demidov, Director of Fleet Operations at KMH, was responsible for all fleet deployment decisions, including voyage planning, fixture negotiations, bunker procurement, and maintenance scheduling for the vessel. During the LCIA arbitration, Captain Dimitrios Kouretas, TSL's Head of Chartering & Operations, confirmed in his witness statement that all commercial interactions regarding M/V Crimson Horizon were conducted with KMH personnel, and that KB Singapore was never presented as having any independent decision-making authority over the vessel's commercial operations. This evidence was accepted by the tribunal and is reflected in the findings of the Award.
Fund Flow Analysis: HP's analysis of the Pinnacle Bank account records reveals a consistent pattern of upstream remittance of funds from KB Singapore to Oceangate and KMH accounts in Cyprus. Hire payments received by KB Singapore from charterers were credited to the Pinnacle Bank operating account, from which operational disbursements (bunker costs, port charges, crew wages through the technical manager, insurance premiums, and classification society fees) were paid. Net surplus funds — typically the majority of the hire income — were regularly transferred to Oceangate's account at Pinnacle Securities in Nicosia, and from there to KMH's master account at the same institution. This pattern of upstream remittance is consistent with the SPV functioning as a collection vehicle for vessel earnings, with surplus cash extracted by the parent for group-level purposes. It confirms that the economic benefit of the vessel's operations flowed to KMH, not to KB Singapore as an independent entity.
No Third-Party Interest: HP found no evidence of any third-party ownership interest in KB Singapore at any point in its corporate history. The ACRA records have consistently shown Oceangate as the sole shareholder since incorporation. There is no evidence of any trust arrangement, nominee shareholding, beneficial interest held by a third party, or any other arrangement that would dilute KMH's 100% indirect ownership of KB Singapore.
5.3 Note on Post-Award Sale Attempt
HP's investigation has identified intelligence suggesting that KMH attempted to arrange a sale of M/V Crimson Horizon in the period following the issuance of the Award on June 28, 2024 and prior to the grant of the WFO on July 16, 2024. Specifically, HP identified communications (obtained through the disclosure process under the WFO, though the disclosure was incomplete) indicating that Alexei Demidov, acting on behalf of KMH, approached at least two shipbrokers — believed to be Sundial Holdings (Copenhagen) and Sundial Industries (London) — to explore the possibility of a quick sale of M/V Crimson Horizon and one other vessel in the fleet.
The attempted sale was not completed. The WFO, granted on July 16, 2024, prohibited any disposal of KMH's assets worldwide (including the assets of its subsidiaries), and no evidence of a completed sale transaction has been identified. However, the attempted sale is significant for two reasons:
(a) It constitutes further evidence of dissipation risk, supporting the continued maintenance of the WFO and the urgency of the arrest application. The fact that KMH sought to dispose of the vessel within three weeks of the Award demonstrates a clear intention to put assets beyond TSL's reach and to frustrate enforcement.
(b) It raises the possibility that KMH may attempt further disposals, including transfers of shares in the vessel-owning SPVs or the vessel itself, in jurisdictions where the WFO may be more difficult to enforce. This underscores the importance of arresting M/V Crimson Horizon physically in Singapore at the earliest opportunity, as a physical arrest is the most effective means of securing a vessel and preventing its removal from the jurisdiction.
Any completed sale in breach of the WFO would give rise to contempt proceedings in the Commercial Court and would be reported to Mr. Justice Ashworth for appropriate sanctions, including potential committal of the responsible individuals.
6. Vessel Particulars and Valuation
For convenience of reference, the full particulars of the vessel are restated below:
Northcape Maritime Advisory Ltd. has been separately instructed to provide an independent fair market valuation of M/V Crimson Horizon for the purposes of any judicial sale. The instruction was given to Captain Ian Forsyth, Managing Director of Northcape, at their offices at 3 Thomas More Square, London E1W 1WY. Captain Forsyth has extensive experience in vessel valuations for admiralty sale purposes and is recognized as an independent expert by the Singapore admiralty court. The valuation instruction letter was sent on August 12, 2024 and requests a desktop valuation to be delivered on an expedited basis, to be followed by a physical inspection valuation if and when the vessel is arrested.
A preliminary estimate, based on current market conditions for Handymax bulk carriers of similar age, specification, and condition, suggests that the vessel is of substantial value and that its sale would make a material contribution to the recovery effort. Current market reports from the Baltic Exchange and shipbroking intelligence indicate Handymax values in the range of USD $20,000,000 to $25,000,000 for 2018-built tonnage, depending on specific condition, trading history, and dry-docking status.
The precise value of the vessel will ultimately be determined by the market at judicial sale. We note, for internal purposes only, that the proceeds of any judicial sale of this vessel will represent a partial recovery against the total Award and costs of £108,600,000 plus accruing interest, and that recovery efforts from other jurisdictions and against other assets of the KMH group will need to continue in parallel.
7. Recommendations
Based on the foregoing analysis, the following recommendations are made:
1. Proceed with Arrest. The in rem writ of summons should be filed through Straits Meridian LLP (David Teo Wei Lin, Partner; Priya Subramaniam, Senior Associate) for the arrest of M/V Crimson Horizon in Singapore waters at the earliest opportunity. Commercial vessel tracking intelligence indicates that the vessel is currently in or approaching Singapore, and the arrest should be executed before the vessel departs. Straits Meridian LLP should be instructed to apply to the Duty Registrar for the warrant of arrest on an urgent basis as soon as the vessel enters Singapore territorial waters and the writ has been filed.
2. Rely on the Associated Ship Doctrine. The corporate ownership chain — in which KMH holds 100% of Oceangate, which holds 100% of KB Singapore, which is the registered owner of the vessel — provides a strong and well-supported basis for arrest under section 4(4) of the HCAJA. The supporting affidavit should exhibit the corporate registry records, HP's report, and the relevant charter-party documentation confirming KMH's role as disponent owner. The absence of any third-party interest at any level of the ownership chain, and the consistency of the evidence across multiple independent sources, make this a compelling case.
3. Coordinate with OS 872/2024. The arrest proceedings must be closely coordinated with the pending enforcement application under OS 872/2024. Leave to enforce the LCIA Award as a Singapore judgment should be obtained as promptly as possible. Straits Meridian LLP should present both matters to the court in a manner that emphasizes the complementary nature of the proceedings: the arrest secures the asset while the enforcement order provides the legal basis for execution. Once leave to enforce is granted, any objection by KMH that the arrest lacks a sufficient legal basis would fall away.
4. Prepare for Judicial Sale. Once M/V Crimson Horizon is arrested, if KMH does not furnish adequate security (in the form of a bank guarantee, P&I Club letter of undertaking, or cash deposit) or satisfy the Award within the time permitted by the court, TSL should apply for appraisement and judicial sale of the vessel. The valuation being prepared by Northcape Maritime Advisory Ltd. (Captain Ian Forsyth) will support the sale process. The application for judicial sale should be filed promptly to minimize the costs of maintaining the vessel under arrest (including port fees, watchkeeping, insurance, and maintenance costs, which accrue daily and erode the value of the recovery).
5. Monitor for Ownership Transfer Attempts. HP should continue to monitor for any attempt by KMH to transfer or encumber M/V Crimson Horizon, the shares in KB Singapore, or the shares in Oceangate, in breach of the WFO or the Cyprus freezing injunction. Real-time vessel tracking should be maintained to monitor the vessel's position and movements. Any evidence of an attempted or completed disposal should be reported immediately to: (i) the Commercial Court in London, for contempt proceedings before Mr. Justice Ashworth; (ii) the Singapore court, in support of the arrest proceedings and any application for a further injunction; and (iii) the Nicosia District Court, in support of the Cyprus enforcement proceedings and the existing freezing injunction over Oceangate's shares.
6. Garnishee Proceedings in Parallel. The garnishee application against Pinnacle Bank (Singapore) Ltd. in respect of the accounts held by KB Singapore should proceed in parallel with the arrest. Fund flow analysis by HP indicates that there are likely to be operational funds standing to the credit of KB Singapore's accounts at Pinnacle Bank. Recovery of these funds, while likely to be modest in comparison to the vessel's value, will contribute to the overall recovery from Singapore-based assets and will further constrain KMH's ability to use the vessel's earnings for its own purposes pending the resolution of the enforcement proceedings.
8. Appendices (Referenced)
The following appendices are referenced in this memorandum and are attached hereto or available in the matter file:
Appendix A: Corporate structure chart — M/V Crimson Horizon ownership chain (KMH → Oceangate Ventures Ltd. → Korinthian Bulkers (Singapore) Pte. Ltd. → M/V Crimson Horizon).
Appendix B: Extracts from Hartwell Pemberton LLP preliminary asset tracing report dated August 15, 2024, prepared by Rebecca Saunders (Partner) and Mark Huxley (Director) — relevant sections addressing the Singapore corporate structure, fund flow analysis, and post-award sale attempt.
Appendix C: ACRA search results for Korinthian Bulkers (Singapore) Pte. Ltd. (UEN 201912345D), confirming incorporation details, share capital, directors, and sole shareholder (Oceangate Ventures Ltd.).
Appendix D: Cyprus Registrar of Companies extracts for Oceangate Ventures Ltd. (Registration No. HE 401293) and Korinthian Maritime Holdings Ltd. (Registration No. HE 387421), confirming incorporation details, share capital, directors, and shareholdings.
Appendix E: Liberian International Ship & Corporate Registry (LISCR) extract for M/V Crimson Horizon (IMO 9801334), confirming vessel registration details, registered owner (Korinthian Bulkers (Singapore) Pte. Ltd.), and the absence of any current registered mortgage or encumbrance.
Appendix F: Relevant provisions of the High Court (Admiralty Jurisdiction) Act (Cap. 123), including section 3 (admiralty jurisdiction) and section 4(4) (mode of exercise of admiralty jurisdiction — in rem actions and associated ship arrest).
This memorandum is prepared for internal use by the legal team and is subject to the attorney-client privilege and work product protection. It should not be disclosed to any third party, including opposing counsel, the courts, or any regulatory body, without the express written consent of the Responsible Partner. The analysis and recommendations contained herein are based on the information available as of the date of this memorandum and are subject to revision as further information becomes available.
Patrick Gallagher Working Associate Drummond & Fenwick LLP London Office
Date: August 16, 2024
Particular | 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 | Korinthian Bulkers (Singapore) Pte. Ltd.
Registered Address of Owner | 80 Robinson Road, #14-02, Singapore 068898
Classification Society | Meridian Industries
Year of Build | 2018
Attribute | Detail
Entity Name | Korinthian Bulkers (Singapore) Pte. Ltd.
Entity Type | Private limited company
Jurisdiction of Incorporation | Republic of Singapore
ACRA UEN | 201912345D
Registered Address | 80 Robinson Road, #14-02, Singapore 068898
Date of Incorporation | March 18, 2019
Authorized Share Capital | SGD 1,000,000
Issued Share Capital | SGD 100 (100 ordinary shares of SGD 1.00 each)
Directors | Sergei Volkov; Marina Kazakova
Company Secretary | Pinnacle Corporate Services Pte. Ltd.
Attribute | Detail
Entity Name | Oceangate Ventures Ltd.
Entity Type | Private limited company
Jurisdiction of Incorporation | Republic of Cyprus
Registration Number | HE 401293
Registered Address | 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus
Date of Incorporation | October 9, 2017
Authorized Share Capital | EUR 100,000
Issued Share Capital | EUR 10,000 (10,000 ordinary shares of EUR 1.00 each)
Directors | Sergei Volkov; Alexei Demidov
Company Secretary | Dervi Corporate Services Ltd.
Attribute | Detail
Entity Name | Korinthian Maritime Holdings Ltd.
Entity Type | Private limited company
Jurisdiction of Incorporation | Republic of Cyprus
Registration Number | HE 387421
Registered Address | 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus
Date of Incorporation | February 14, 2015
Authorized Share Capital | EUR 1,000,000
Issued Share Capital | EUR 500,000 (500,000 ordinary shares of EUR 1.00 each)
Directors | Andrei Volkov (Chairman); Sergei Volkov; Alexei Demidov
Company Secretary | Dervi Corporate Services Ltd.
Particular | 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
Classification Society | Meridian Industries
Year of Build | 2018
Builder | Harborline & Co. (Saikai, Japan)
Registered Owner (SPV) | Korinthian Bulkers (Singapore) Pte. Ltd.
SPV Registered Address | 80 Robinson Road, #14-02, Singapore 068898
Beneficial Owner | Korinthian Maritime Holdings Ltd. (through Oceangate Ventures Ltd.)

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