The High Court of Ireland Confirmed its Decisions in Regards with the Foreclosure of PJSC TOAZ Shares

PJSC TOAZ has received a letter from the lawyers of its majority shareholders informing of the decisions that the High Court of Ireland had taken within the case that involved PJSC TOAZ shareholders and is being heard by the Court. In order to inform the public, we publish the bullet points from the letter.

“On 27 June 2019, Uralchem agreed to give an undertaking to the Irish Court that it would not enforce any civil damages claim in the 159(4) Russian proceedings against Trafalgar Trafhold Limited (formerly Trafalgar Developments Limited), Instantania Holdings Limited, Kamara Limited and Bairiki Incorporated (collectively the “BKITs”) or their assets, including their shares in ToAZ, pending the determination of the proceedings or a determination of the jurisdiction challenge in Uralchem’s favour in the Irish High Court. That undertaking was included in the Irish Court’s order of 27 June 2019. The order also recorded that Uralchem could serve 30 calendar days’ notice of its intention to withdraw the Undertaking, but that if the BKITs issued a further injunction application within those 30 calendar days, the Undertaking would remain in place pending the determination of that injunction application by the Court.  The fact of the Undertaking was recorded on Uralchem’s website.  Our understanding is that in Ireland an undertaking has the same effect as a court order and a party who fails to comply with an Undertaking given to the Court is liable for contempt of court.

We have been informed that on 16 June 2020, Uralchem gave notice through its Irish lawyers of Uralchem’s intention to withdraw the undertaking and to issue the writs of execution against the BKITs to the bailiff on 17 July 2020, subject to the BKITs’ entitlement to bring a further injunction.  This would have allowed the bailiff to start the enforcement process.  However we were informed that on 15 July 2020 the BKITs issued a fresh injunction application in the Irish High Court, seeking the same protection as is already provided for by the Undertaking, as well as some additional ancillary reliefs. We have been advised that the Undertaking will now remain in place until the Court determines that fresh injunction application (or if prior to then the Irish Court decided the Jurisdiction Challenge in Uralchem’s favour). Therefore, it is our understanding that at least until the Court gives its judgment on the fresh injunction application (or in Uralchem’s favour on the Jurisdiction Challenge), the BKITs’ shares in ToAZ cannot be enforced against.

We have also learned that on Thursday 30 July 2020, the injunction application was before the Irish High Court to schedule a date for the hearing and also to direct an exchange of affidavits. The Court listed the injunction hearing for 3 weeks to start on 2 February 2021. Until there is a judgment received from the Court after completion of this hearing, or a decision is given in Uralchem’s favour on the jurisdiction challenge before then, it has been confirmed to us that the undertaking will remain in effect”.