Member Info for B-2-0

My message was not intended to intimate an outcome, it was intended to give my opinion of what is the culmination of multiple key and correlated events over nearly the last year. I understand the sentiment expressed by many and in some ways they are justifiable, but the outcome is and will be determined by procedural actions, good or bad. As looed has stated only the JOL can speak for the holding company in liquidation, and in due course the eventual outcome of the cumulative procedual actions will be disclosed by the JOL good or bad. B2O

Thanks Looed for all your insight and endless effort to keep us informed. Since the original liquidation process was initiated there have been key events having taken place, all of which are I believe part of the the culmination of many years of determined effort by stakeholders to salvage and realise the intrinsic value we believe the asset holds. The upcoming court petition and hearing will indeed be monumental for all LTH and creditors of the Entire FRR group. Whatever happens I believe SN and his team have been and are acting in our best interest. Once again thank you Looed for everything you have done for us no matter what happens B20

Jv123, I agree, if the intention is to restructure (which we know it is from the creditors report) there would be no requirement for the entire corporate structure to exist, except for active corporates. The only purpose I could see is once the winding up is complete, if a new corporate structure wanted to settle the debt in FRC at the time of winding up they could have the entity re-instated solely for that purpose, thereafter it would be dissolved. Leaving only FRR US and the Georgian branch and GOGC and any other potentially interested parties ( for the record I have no knowlege of any such parties) gla b20

Phil, you are right the asset and the PSC was transferred to Frr US some years back and that it is outside the remit of the holding company liquidation given it is a separate legal entity. Equally FRR US is technically not the subject of liquidation, FRC is. It is also common practice in a restructure to simplify the corporate structure. There are complexities and expenses associated with having multi national structures which are no longer are required. What is interesting is SN has requested the FIC case be rescheduled to October from 2025. Thanks Looed I am sticking around for an encore, I wonder if the song will be ‘Don’t stop believing’

Fibber there is precedent in compulsory liquidation that rescission is a process empowering an impacted party to present a case for the ruling to be overturned. The onus is on the applicant to present the case and if reasonable/achievable there is a strong case to overturn the ruling. The premise is that the optimal objective of the remedy is to rule in favour of the best outcome for the company such that the creditors can be reimbursed. There is also a possibility for the company to be re-instated. Again this depends on a number of factors we are all aware of . I do not have privileged knowledge, just offering a possibility given the circumstances which will all play out in the coming weeks one way or another gla b20

Recission procees

I believe there is merit in expounding on Fibber’s theory but I alternatively want to consider that a successful outcome may still be achievable and that is through the recession process (possibly even through jurisdictional precedent). A creditor or otherwise entitled party can apply for the winding order to be over turned if they present an option which allows the creditors to be paid ( we know from the JOL creditors report there is a mature consideration). From the JOL statement despite two positive extensions that they could not quite rightly continue the process hence the petition. SN as a creditor does however have a good relationship with the govt, and after 20 years of investment may just be able to resuscitate FRR and bring it back to life as has always been his passion and mission. I’ll let the judicial sme’s comment further. Not wanting to get hopes up as I too am coming to terms with what appears to be the final curtain, but there may just be an encore. Most important please stay focused on your health as this will be very stressful for all of us. And to Looed, we are very indebted to you, and indeed all the other sleuths. GLA B20

This is indeed a good day, as the company stated we are progressing the strategic objectives legally and this is another objective achieved, along with the negation of the default, we are poised to move to the next phase of the maturing our strategic objectives. Well done FRR team, a fantastic result for the FRR family

I consider that I am bound by, and even if not should follow, the decision of the majority of the Court of Appeal in Dubai Financial Group. That requires that, having retrospectively validated service, I should set a time for the filing of an acknowledgment of service. It is implicit in CPR 6.15(4) that the period specified for filing an acknowledgment of service (or admission or defence as the case might be) should be after the date on which the order is made. CPR 6.15(4)(c) does not refer to a deemed date on which the acknowledgment of service should have occurred, and may be contrasted with CPR 6.15(4)(b), which refers to specification of the deemed date on which the claim form was served; and in referring to the period "for filing" it is using prospective language. This gives effect to the fact that it would, as the majority of the Court of Appeal in the Dubai Financial Group case said, be unfair and unjust for there to be no period after the defendant can know that there has been valid(ated) service in which he can enter an acknowledgment of service.
On that basis, the default judgment must be set aside under CPR 13.2, because it was entered at a point when the time for acknowledgment of service had not expired. I will set a time in which there should be acknowledgment of service, which will be 7 days from the date on which this judgment is handed down.
Disposal

Thus, the overall disposal of these applications is:
(1) I find that the service when initially effected on Mr Bono on 2 March 2020 was invalid;

(2) That service is retrospectively validated under CPR 6.15;

(3) Judgment in default is set aside; and

(4) The period for filing an acknowledgment of service will be 7 days from the date of the hand down of this judgment.
Another piece of the strategic puzzle is in place, a couple more pieces to complete starting with Tuesday, and very soon the big picture will be revealed

For the record I do not possess any insider information. Even if I did I could not divulge that information before it is made public. However it is my opinion there are many signs of strategic US-Georgia alliance making multiple major party investment probable. The recent rhetoric from both sides is further evidence of this. We are in the transitioning phase ie. the deal is done and it is of regional significance hence the silence. I am very confident that we will benefit from this alliance along with many Georgians and other European partners. This has been a long journey but I believe we are part of something historic. I believe the news flow will as stated, progressive over the coming months due to the significance of this alliance. And as for the shooters, time to get your big boy pants on...

Transitioning is a key post M&A deal process to allow for integration. The recent announcement from the newly appointed management team is a message of assurance that work is being executed. The new management team having been appointed as part of that process. The short term messaging pipeline is looking very promising indeed. The black swans are almost lined up gla b20

All non operating foreign FFR subsidiaries targeted by OMF et al terminted as planned, FRR US and additional Black Sea subsidiaries still active, ready for next stage - mission accomplished, ZM resigned from politically and case sensitive Georgian entities to facilitate deal. The negotiated deal serves all US, EU, GE stakeholders mutually as it is controlling the otherwise unknown. Turkey discovers $60bil O&G Black Sea asset, nothing is a coincidence, all the black swans are lining up. 20 years and more than 50% owned by Georgians, this the start of a new Georgian and Black Sea energy alliance.

I am off grid but was informed there is concern amongst the ranks. This is not surprising, nor is the silence due to the current political and commercial environment - I cannot provide any information but would recommend calm as the current rhetoric does not serve any purpose for the parties currently in discussions. The only purpose it serves is to fuel the cause of the trolls and cause tension, despite there being no impact from such actions. ZM and the company have faced unprecedented challenges due to the regionally significant asset we own and the implication but this is about negotiating a mutually workable solution, the US and Geo recent movement is part of a larger solution being pursued, this has been discussed more recently and will hopefully materialise in the coming weeks. B20

Yes, as am said there are a number of sensitivities precluding disclosure, arbitration has dealt with the non-appropriated asset. B20

Article https://batumelebi.netgazeti.ge/news/246134/

In November gogc took 50%ownership of fig at the same time Frr transferred their percentage to an investor. At the time of the oocs the productive land not disputed was appropriated for the purposes of the oocs. The remaining land could not be agreed upon at the time as part of the deal and was segregated to freg, hence the award against Freg and not fig. The reason for the inclusion of frus in the arbitration is for retrieval of the funds holding the oocs settlement. Zm signed a goodwill agreement as part of the oocs (common with complex acquisitions). The oocs asset is not part of this arbitration, this was all about gogc portion of the profit for this land given the lack of proving up the asset. Zm said, we keep the o&g fields, we pay 200k and hand back the awarded assets. This was documented in January but the articles have since been removed. Read into the media what you like but the statements are political, however the commercial arbitration stands alone as the de facto law b20

late here now but go on...when the OOCS was signed and the controlling entity setup FRR transferred their share to an undisclosed investor (and it's not GOGC because they own 50% of the company), this settlement is with respect to the unused areas which the resident SM's is no doubt interested in given the geology - GOGC have got the opportunity to take the majority of the undeveloped assets to market - synergies are very prospective. JR is right just sabre rattling, hands shaken and Georgia moves on to be part of the alliance in bringing energy independence to the region and Europe. Stay safe all B20

10 months ago ZM signed a goodwill agreement as part of the OOCS, a separate company was created to manage the OOCS contract, the goodwill agreement is part of the OOCS and honours the outstanding claims being made by the GOGC against FRR, and to be explicitly excluded from the OOCS and protect the contract stakeholders. The Arb has settled those claims, and particularly in relation to the significant $100m claim which has been rejected. The payment to be made is for the outstanding taxes $200k and for the reimbursement to the GOGC for FRR's portion of the costs - split 50/50 as the GOGC paid the fees upfront. FRR have acknowledged the handing back of the unused land and as part of proceedings and withdrawn their counterclaims and bringing proceedings to a close. GOGC are threatening to terminate the PSA relating to the land in question and request that FRR honour the Arb resolution. GOGC will no doubt be seeking certain resident SM's to engage in negotiation of their newly acquired land I am sure. Most importantly I trust everyone is safe and well in these very challenging times, stay safe B20

My reading of US case law is The foreign case has delivered a scheme of arrangement to satisfy the creditor requirements, and therefore the debtor has applied for and been granted injunctive relief i.e. Deal done in arbitration, creditors to be paid, case closed. Gla B20

B12 split, FRR Western to hold alll currently proven assets, Eastern to be returned to Gocg ( Basin edge, shallow fields). FRR Western jointly owned by FRR/GOGC, however, FRR transferred holding to investor (BP as part of deal. 2020 the alliance is initiated). Bushido B20