Cornmerce House, Whore Cay PO Boe 9H, load Town, Tala ria virgin lands 1 “elo 4) 2 1000, Fat (au e210 Conyers Dill & Pearman 20h September 2011, By Hand Ascom Oil Company Ltd. cfs Mossack Fonseca & Co (BVI) Ltd, ‘Akara Building 24 De Castro Street Road Town, Tortola Bish Virgin Islands Dear Sirs Re: BVIHC (COM) [__] of 2011 ~ Atlas Global Asset Holdings LP et al v Ascom Oil Company Ltd etal We enclose, by way of service on Ascom Oil Company Ltd, the First Defendant/Respondent in the above captioned mater, the following documents: Freezing Order granted on 26 September, 2011 ‘Claim Form fied on 27 September, 2011 ‘Commercial Court Certificate filed on 27 September, 2011 Notice of Application (Freezing Order) filed on 27 September, 2011; First Affidavit of James Nicholas Popperwell sworn on 26 September, 2011 and Exhibit “JNP-1” 6. Third Affidavit of James Nicholas Popperwell with Exhibit “JNP-3"swom on 26 September, 2011 7. Affidavit of Nicholas Petronko signed on 26 September, 201. 8. Draft Order (Freezing Order) lodged on 27 September, 2011; 9. Certifiate of Urgency filed on 27 September, 2011; 10. Skeleton Submissions; Il, Letter to Registrar dated 27 September, 2011 32, Notice of Application for Continuation of Freezing Order flled on 27 September, 20mA transcript of the hearing is being prepared and will be served as soon as practicable. Please acknowledge receipt of the above documents by signing the attached copy of this letter and returning it to us. ¢ Conyers Dill & Pearman cenyersitcom aos 2012PENALNOTICE: IF YOU, ANATOLIE STATI, FAIL TO COMPLY WITH THE TERMS OF THIS ORDER, PROCEEDINGS MAY BE COMMENCED AGAINST YOU FOR CONTEMPT OF COURT AND YOU MAY BE LIABLE TO BE IMPRISONED; 1F YOU, ASCOM OTL. COMPANY LIMITED, FAIL TO COMPLY WITH THE TERMS OF THIS ORDER, PROCEEDINGS MAY BE COMMENCED AGAINST YOU FOR CONTEMPT OF COURT AND YOUR DIRECTORS AND OFFICERS MAY BE LIABLE TO BE IMPRISONED OR TO HAVE AN ORDER FOR SEQUESTRATION MADE IN [RESPUCT OF THEIR PROPERTY, ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS ANY RESPONDENT TO BREACH THE TERMS OF THIS ORDER MAY ALSO BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE THEIR ASSETS SEIZED. ‘The Eastem Caribbean Supreme Court In the High Court of Justice Virgin Island ‘Commercial ‘Claim No, BVIHC (COMI! of 2011 BETWEEN: () ATLAS GLOBAL ASSET HOLDINGS LP (@) RENAISSANCE SECURITIES (CYPRUS) LIMITED FEE STAMPS ON] _() STICHTING SECURITY TRUSTEE (ST)7 ‘ORIGINAL 25. Applicants(Claimant and (1) ASCOM OIL COMPANY LTD. First DefendantRespondeat (2) MR, ANATOLIE STATI ‘Second DefendantRespondent (@) LAREN HOLDINGS LTD Third Defendant FREEZING ORDER Before: _ HIS LORDSHIP MR JUSTICE BANNISTER, QC (Ag) (In Chambers) Dated: 26 September, 2011 Entered: 27 September, 2011“UPON READING the Draft Notice of Application handed up, the FirstAffidavit of James Nicholas Popperwell with Exhibit “INP” swom on the 26 September 2011, ‘the Second Affidavit of James Nicholas Popperwell sworn on the 26 September 2011, the Thind Affidavit of James Nicholas Popperwell with Exhibit “INP-S", unswom _Alfidavit of Nicholas Peteonko dated 26 September, 2011 and the Certifieate of Urgency [AND UPON the Coutt accepting the undertakings set out in Schedule B hereto AND UPON HEARING Lord Goldsmith QC and Me Mark Forte of Coun! forthe (Claimant Applicants ex parte ‘THIS ORDER 4. This is a Freezing Injunction made against the First and Second DefendantsRespondents ("the Respondents") on 26M September, 2011 ‘nthe application of the above-named Applicants ("the Applicants”). The Judge read the Affidavits Ilsted in Schedule A andl accepted the undertakings set out in Schedile Bat the end ofthis Order 2. Thin under an de ao Be ing without notice tothe Reapondant. The Respondents have a right to apply tothe Court to vary or dlscharge the order = sce paragraph 15 below, and rule 1L.16 ofthe Fastern Caribbean Supreme Court Civil Procedure Rules 3. There will be a further hearing in respect of this order on Monday 17% (Ostober, 2011 a 1000 am ("the Return Date”) SEALING OF COURT FILE, 44 Until the Return Date oF further order of the Court, the Court's file with respect to these proceedings is sealed and will not be accesible by any party ‘other than those named in these proceedings until further order of the Cou[FREEZING INJUNCTION 15. Until the Return Date or Further order ofthe Court, the Respondents must not except withthe prior written consent ofthe Applicant's legal practitioners (1) remove from the Br are in the British Virgin Islands up tothe value of US990,000,000.00; Virgin Islands any of thelr assets which (2) in any way dispose of, deal with or diminish the value of any of their assets whether they ate in of outside the Brlish Virgin Islands, vp tothecame value: (2) deal, charge, or other ‘ause oF procure the disposal or diminution in value of the Second Respondents shares in the First Respondent, or the First Respondent's shares in in Komet Group SA; (4) take any steps whether directly of indirectly to deal with or lspose of any of the proceeds of the sale of the 60% participating Interest held by Komet Group S.A in Barda Rosh PSC to Aen ple (lhe “Afren Transaction”), whether the proceeds are held in or outside ‘the British Virgin Islands 6, Paragraph 4 applies to all ofthe Responlents’ assets whether or not they are In their own name, whether they are solely or jointly owned and whether the Respondents are interested in them legolly, beneficially or otherwise, For the purpose of this order the Respondents’ assets include any asset which they have the power, ditectly or indirectly, to dispose of or deal with aif thelr cown, The Respondents are to be regarded as having such power if thind party holds or controls the asst in accordance with ether of their direct or Indirect instructions. 17. The prohibition in paragraph includes in particular but isnot limited to4. any shares held, whether directly or indivety, by the Second Respondent in the First Respondent, as well as by the Fist Respondent in Kemet Group SA L. any assets held, whether directiy or indirectly, by the Fist or Second Respondent on behalf ofeach other. 8, Ifthe total unencumbered value of the Respondents’ assets In the Brish Vingln Islands does not exceed US$90;00,000, the Respondents must not remove any of those svete rom he Bets Vig Islands and must not dispose of or deal with any of them. If the Respondents has other assets outside the British Viepin Islands, they may dispose of or deal with those assets outside the Brish Virgin Islands so long as the total unencumbered value of ll his assets whether in or ouside the British Virgin Islands remains above US890,000000.00 ‘PROVISION OF INFORMATION 9. (1) Unless sub-paragraph 8(2) applies, the First Respondents must by ose of business on 13 October 2011 and the Second Respondent must within tem (10) days after service of this Order to the bes of their ability after making, reasonable enquites: ‘8. inform the Applicants legal representatives in writing of all of their assets worldwide (provided that this information need not be provided about any particular asset with a value of less than USDS 100,000) whether such assets are in their own name or not and Whether solely or jointly ovined and whether or not they assert a ‘beneficial interest in them, giving the value locaton and detals of all such assets; »b,_ supply tothe Applicants’ legal representatives copies ofall documents in thele contzol (which for these purposes shall mean documents which are or were in their physical possession and/or to which theyhavea right to possession andjor to which they have a right to inspect ‘or take a copy) which evidence the matters set out in (a) above, @) the provision of any ofthis information Is likely to incriminate the Respondents, they may be entitled to refuse to provide it but they are recommended to take legal advice before refusing to provide the information, Wrongful refusal to provide the information is contempt ‘of Court and may render the Respondents liable to be fined or ‘committed oF in the case of the Fist Respondent, have its asets sequestrated, (@) The First Respondents must by close of business on 13 October 2011 and the Second Respondent must within ten (10) days after service of this Order swear and serve on the Applicants’ legal representatives an affidavit verifying the above information 10, Unless paragraph 9(2) applies the Fist Respondent must by 4:00 pm on Friday 30° September, 2011, and the Second Respondent must within 48 hours of service of this Order to the best of their abllty after making reasonable enquires, provide detail ofthe Afren Transaction as: (a) what payments have been or ae expected tobe received fom Afton; (b) details of the method and beneficiary of payments already made and fature payments; (©) the location of any payments already received and the contemplated location of any future payments including the name of any beneficiary banks receiving such payments, thelr addresses and the accounts into ‘which the payment sto, or has been receive. DOCUMENTS AND EVIDENCE 11, Until further order, the Respondents shall not dispose of or destroy, overwrite, delete amend, change or alter In any way any document or copy fof any document including any information recorded electronically (nomatter what the format and including, but not limited to, any documents or Information stored on the hard dise of » computer of on 2 floppy disc or on any form of removable dize or drive or tape) which concer or relate in any way to (a) any dealings between the Respondents and the Applicants or “anyone acting or purporting to act on behalf ofthe Applicants whether as oficer or former officer thereof including any document of copy of any locument which concerns or relates to the various Toan agreements and {guarantees and (b) the sale ofthe 60% participating interest in Barda Rash PSC, but shall keep the same in exactly the same format as they are in as at the tims that this order wos served upon him. ‘EXCEPTIONS TO THIS ORDER 12,(1) This order does not prohibit the Second Respondent from spending [US§5,00000 a week towards his ordinary living expenses and the Respondents from () spending a reasonable sum on legal advice and representation, and (i) from dealing with or disposing of any of their assets In the ordinary and proper course of business, but before doing so the Respondents must give seven (7) days written notice to the Applicants’ legal representatives of any dealing or disposal (2) The Respondents may agree with the Applicant's egal representatives that the above spending limits should be inereased ofthat this order should be varied in any other respect, but any agreement must be In writing @) The order will cease to have effect if the Respondents, or any of them: (@) provides security by paying the sum of US590,000,00000 into Court tobe held to the order of the Coust; or () makes provision for security in that sum by another method agreed withthe Applicants legal representatives,‘TRANSLATION OF DOCUMENTS FOR SERVICE 13. The Claimants be given permission to dispense with translation of the documents for servie on the Second Respondent provided that if itis proved to the satisfaction ofthe Court thatthe Second Respondent cannot read and write English with reasonable fluency, that will be taken into account in considering the Second Defendants compliance with this order. costs 14, The costs ofthis aplication ae reserved tothe judge hearing the application con the Retum Date, \VARIATIGN OR DISCHARGE OF THIS ORDER 15, Anyone served with or notified ofthis order may apply tothe Court at any time to vaty of discharge thie order (or so much of tas affects that person}, but they must 1 inform the Applicants’ legal sepresentatives. If any evidence isto be relied upon in support ofthe application the substance of it ‘ust be communicated in writing tothe Applicants legal representatives in advance. INTERPRETATION OF THIS ORDER 16, A Respondent who isan individual who is ordered not to do something must ‘ot do it himsefor in any other way. He must not doit through others acting ‘on is behalf or on his instructions or with his encouragement 17. A Respondent which is not an individual which is ordered not to do something must not do it itself or by its directors, officers, partners, ‘employees or agents or in any other way. PARTIES OTHER THAN THE APPLICANTS AND RESPONDENTS 18. Effect ofthis orderItisa contempt of Cout for any person notified ofthis onder knowingly to assist {in or permit a breach ofthis order. Any person doing so may be imprisoned, {ined or have their assets seized. 19, Set off by banks “Ths injunetion does not prevent any bank fom exercising any right of set off it ‘may have in respect of any facility which it gave to the Respondents before it ‘was nottied of tis order, 20, Withdrawals by the Respondents INo bank need enquire as to the application of proposed application of any money withdrawn by the Respondents if the withdrawal appears to be permitted by this order, 21, Persons outside the British Virgin Islands (1) Fxcept as provided in paragraph (2) below, the terms ofthis erder do not affect or concer anyone outside the jurisdiction ofthis Court (2) The terms ofthis order will affect the following persons in a country ‘or state outside the julsdetion of this court- (e) the Respondent(s) or thet officers or agents appointed by power of atiomey; (©) any person who. (0s subject tothe jurisdiction of this Court (i) has been given written notice of this onder at thelr residence or place of business within the jurisdiction ofthis Court; and(it) i able to prevent acts or emissions outside the jurisdiction of eis ‘Court which constitute or assis ina breach of the terms of this ‘order; and (© any other person, only to the extent that this order is declared enforceable by ors enforced by a Court in that country or state, 22. Asses located out the British Virgin Islands [Nothing in tis order shall, in respec of asots located outside the British Virgin Islands, prevent any third pargy trom complying with (1) what it reasonably believes to be its obligations, contractual oF otherwise under the laws and obligations of the country or state in which those assets ate situated or under the proper law of any contract between itself and the Respondent and 2) any orders of the courts of that country or state, provided that reasonable noice of any application for such an order is given tothe Applicants! legal representatives. By the Court (COMMUNICATIONS WITH THE COURT All communications to the Court about this order should be sent to the Commercial Court, Roaé Town, Tortola, British Virgin Island, telephone number 1 284494 3492 ‘The offices ae open between 9:00 asm. ane 4.30 pm, Monday to FidaySCHEDULE A AFFIDAVITS ‘The Applicints relied onthe following afdavits- 4) ‘TheFirst Affidavit of James Nicholas Popperwell with ExhibitJNP-1” sworn. (on 25 September, 2013, ) The Third Affidavit of James Nicholas Popperwell with Exhibit “JNP- 3¥svorn on 26 September, 2011; and )_ The Affidavit of Nicholas Petronko , signed on 26 September, 011 on behalf ofthe Applicanto @ o © ° © SCHEDULE UNDERTAKINGS GIVEN TO THE COURT BY THE APPLICANTS “The Applicants wil ile the following documents in these proceedings relied ‘on in support ofthis application for feezing order as soon as practicable: (2) Claim Form (©) Notice of Application seeking injunctive relief dated 26 ‘September 2011 (©) Notice of Application for permission to serve the Claim Form. ‘ut of the jurisdiction (a) First Affidavit of James Nicholas Popperwell swom on 26 ‘September, 2011 and Exhibit “JNP-1" (©) Second AfBavit of Jamey Nicholas Fopperiell sunt on 26 ‘September, 2011 (Third Alfdavit of James Nicholas Popperwell with Exhibits “}NP-3"swoen on 26 September, 2011 (g) Affidavit of Nichola Petronko signed on 26 September, 2011 ‘The Applicants will ensure that the Affidavit of Nichola Petronko signed on 26 September, 201] is swom as soon as practicable The Applicants will ile the Statement of Claim in these proceedings no later than 4:00 pm on Monday 3 October, 2011 and serve a copy on the Respondents as soon as practicable after itis le. [If the Coust later finds that this order has caused loss to the Respondents, and decides thatthe sald Respondents should be compensated for that loss, the Applicants will comply with any order the Court may make. ‘The Applicants will on of before Monday 3 October 2011 cause the sum of [US$500,000,00 tobe paid inte Court inthe High Court Registry, Road Town, Tortola in respect of any order the Court may make pursuant to paragraph (above The Applicants will serve upon the Respondents together with this Order (0) copies ofthe affidavits and exhibits containing the evidence roid ‘upon by the Applicants, and any other documents provided to the ‘court on the making of the application, save to the extent that such ‘documents have already been served on those parties (the claim form; (iv) an application notice for continuation of the order;(The Applicant will use its best endeavours to obtain a transcript or prepare note of the hearing at which this order was made as soon as practicable and servea copy of uch note or tanscrpt on the Respondent (Anyone notified ofthis order willbe given a copy of it by the Applicants legal representatives, (9) The Applicants will pay the reasonable costs of anyone other than the Respondents which have been incurred a8 result ofthis order including the costs of finding out whether that person holds any’ of the Respondent's ‘assets and if the court later finds that ths order has eaused such person Ios fand decides that such person should be compensated for that loss, the “Applicants will comply with any order the court may make. (410) If this order ceases to have effect (for example, ifthe Respondents provide security or the Applicants do not make a payment into Court as provided for above) the Applicants will Immediately take all reasonable steps to Inform in veitng anyone to whom he has given notice of this order, or who Ihe has easonable grounds for supposing may ac upon this order, that It has ceased to have effect (21) ‘The Applicants will not without the permission of the Court use any Information obtained as result ofthis order forthe purpose of any civil or ‘criminal proceedings, ether in the British Virgin Islands o in any other jurisdiction, (12) The Applicants will not without the permission ofthe Court seek to enforce this order in any country outside the British Virgin Islands or seek an order ‘of similar nature including orders conferring a charge or eter security agoinst the Respondent or the Respondents assets, NAME AND ADDRESS OF APPLICANTS’ LEGAL REPRESENTATIVES, ‘The Applicants’ lgal practitioners are Conyers Dill Pearman Commerce House ‘Wickhams Cay 1 Road Town Tortola British Virgin Islands Ref: Mark Forté ‘els+1 284852 1113 ax: #1 284852 1001 mal: mark orta@sonyersillcom dawn smithaconyersdil. com ‘tamekadavistsonyecsdillcom“The Eastern Carbbean Supreme Court Inthe High Court of fustice Virgin Islands ‘Commercial Division Claim No. BYIHC(COM) Ol} of2011 BETWEEN: ATLAS GLOBAL ASSET HOLDINGS LP Fist Claimant [RENAISSANCE SECURITIES (CYPRUS) LIMITED Second Claimant STICHTING SECURITY TRUSTEE (51)? “Third Claimant AND ASCOM OIL COMPANY LTD Fits Defendant [ANATOLIE STATI Second Defendant LAREN HOLDINGS LTD Third Defendant CLAIM FORM “The Claimants, (1) ATLAS GLOBAL ASSET HOLDINGS LP of Walkers Corporate Services Limited, 87 Mat street, George Town, Grand Cayman, KY-5005, Cayman Islands, 2) RENAISSANCESECURITIES (CYPRUS) LIMITED of 27 Pindarou Stret, [Alpha Business Center, § Foot, CY-1060 Nicosia and (9) STICHTING SECURITY "TRUSTEE (ST) 7 of Teleportboulevard 140, 1049 BJ Amsterdam, The Netherlands, aims against the Defendants, (1) ASCOM Of. COMPANY LTD of P.. Box 3136, ‘Akara Building, 4 De Casto Street, Wickhams Cay 1, Read Town, Tortola, British Virgin Islands and (2) MR ANATOLIE STATI of 20 Dragomiena Street, Chisinau ‘M2800 Republic of Moldova and (3) LAREN HOLDINGS LTD of PO. Box 71, CCraigmur Chambers, Road Town, Tortola, British Viegin Islands for:1, USS9546952661 being the principal indebtedness of the Third Defendant, and the indebtedness of the First and Second Defendants ‘under the terms of thee guarantees; 2 Interest 3. Such further or otter sella as the Court considers just. 4 Costs Certificate of Truth 1, Down J. Smith, certify that the Clalmants believe thatthe facts state inthis Claim fim ae true, This certificates given on the Claimants! instructions, The Claimants (cannot sign this orm since they are curcently ouside the jurisdiction. ‘Conyers Dill & Pearman Legal Practitioners forthe Chimants [Notice to the Defendants See the notes served with the Claim Form This Claim Form must contin or have served with it ether a statement of claim ora copy of @ court order entiting the claimant fo serve the claim form without a statement of 1K you do not complete the form of acknowledgement of service served on you with this Claim Form and deliver it or send it tothe court office (address below) so that they receive it within 28/484ays of service ofthis Claim Form on you, the claimant will be entitled fo apply to have judgement entered against you. The form of acknowledgement of service may be completed by you ora legal practitioner acting foryou ‘You should consider obtaining legal advice with regard to this claim,“This claim form hns no validity if no served within 12 months of the date below unk ite awomipanied by an order eatending that tine Dated this 26" day of September, 2011 Daven J. Smith This court office telephone numbe: (284) 494-3492, Fax (288) 494-6664, The ofice & open between 9.00 3 Main Street Road Town, Tortola, British Virgin Islands. ‘am, and 4.30 p.m Monday to Friday except public holidays, ‘The Claimants adress for service is Conyers Dill & Pearman. Commerce House, \Wickhams Cay 1,PO Box 340, Road Town, Tortola, British Virgin Islands‘The Eastern Caribbean Supreme Court In the High Court of Justice Virgin Islands Commercial Division Claim No. BUIHC (CoML! | oF 2011 BETWEEN: ATLAS GLOBAL ASSET HOLDINGS LP First Claimant RENAISSANCE SECURITIES (CYPRUS) LIMITED Second Claimant STICHTING SECURITY TRUSTEE (S1)7 “Third Claimant AND. ASCOM OIL COMPANY LID First Defendant ANATOLE STATI Second Defendant LAREN HOLDINGS LTD “Third Defendant CERTIFICATE FOR COMMERCIAL COURT L DAWN J. SMITH of Conyers Dill & Pearman, Romasco Place, Wickhams Cay 1, Tortola, British Virgin Islands, Legal Practitioners for the Applicant, hereby certify that this claim is appropriate tobe treated as a commercial claim within the meaning of rule 69A.1@(a) and (3) of the Eastern Caribbean Supreme Court Civil Procedure Rules {Application to the Virgin Islands) (Amendment) Order, 2009 asthe claim is inter aia, for the sum of US§93,698,324.61 being the principal indebtedness of the Third Defendant, and the indebtedness ofthe First and Second Defendants under the terms of their guarantees Dated this 27% day of September, 2011 /onyers Dill & Pearman‘The court office is at Road Town, Tortola, Virgin Islands telephone ruumber 264-468- (008, Fax 284-494-6664. The office i open between 9:00am. and 330pm. Monday to Friday except public holidays, ‘The Applicant's address for service is cfo Conyers Dill & Pearman, Commerce House, ‘Wiekham’s Cay 1, Road Town, Tortola British Viegin Islands Tel: 284-852-1000, Fax: 254 852-1001‘The Eastern Carisbean Supreme Court In the High Coust of Justice Virgin Islands (Commercial Division a No. BIH (COM) Dilloé 2011 BETWEEN: () ATLAS GLOBAL ASSET HOLDINGS LP (2) RENAISSANCE SECURITIES (CYPRUS) LIMITED () STICHTING SECURITY TRUSTEE (ST) 7 ApplicantsiClaimant and (1) ASCOM OIL COMPANY LTD (@) MR. ANATOLI STATI Respondents/Defendants () LAREN HOLDINGS LTD Defendant NOTICE OF APPLICATION ‘SEEKING FREEZING ORDER ‘The Claimants/Apoticants (the “Applicants (1) ATLAS GLOBAL ASSET HOLDINGS LP of Walkers Corporate Services Limited, 87 Mary Street, George Town, Grand ‘Cayman, KYI-S005, Cayman Islands, (@Q) RENAISSANCE SECURITIES (CYPRUS) LIMITED of27 Pinarou Steet, Alpha Business Center, Floor, CY-1050 Nicosia and (3) STICHTING SECURITY TRUSTEE (ST) 7 of Teleport boulevard 140, 103 BJ Amsterdam, The Netherlands aaply to this Honourable Court against the Defendant/Responents (the “Respondents, (1) ASCOM OIL COMPANY LTD of P.. Box 3134, Akara Building 24 De Casto Street, Wickhams Cay 1, Road Toven,Tottola, British Vegi Islands and (2) MR, ANATOLI STATI of 20 Dragomima Street, Chisinau MD2800 Republic of Moldova and, pursuant to section 241) of the West Indies Associated States Supreme Court ‘(Virgin Islands) Act CPR 17.1() and/or the inherent jurisdiction of the Court for Orders that@ @ o o 6 the Respondents shall be restrained from removing from the Virgin Islands any of their asets which are in the Virgin Islands up to the value of US$93,698,324.61, and in any way disposing of, dealing with ‘or diminishing the value of any of thelr asses, whether they are in oF outside the Virgin Islands, up to the same value, whether by their own faction or those directly or indirectly under their control, more ‘particulary set out in the Draft Order attached hereto; the Respondents must inform the Applicats’ solicitors of all their assets worldwide exceeding US$93,698,32461, in value, giving the value, location and details ofall such assets, including details of the ‘proceeds of the recent or proposed transaction in respect of the sale of 60% of Barda Rash PSC to Afren ple (“the Transaction”); and. the Respondents shall not dispose of, destroy or alter in any way any towanent or sopy of any document which soncems oF relates to the Traneaction “The costs ofthis Application be provided for Such further and/or other relief asthe Court shall consider appropriate A draft order of the order sought is attached, The grounds of the application areas follows ‘The Applicants have (at least) a good arguable case that, inter alia, there the Respondents are indebted to the Applicant in the amount of 1US$96,698,324 61. ‘The Applicant believes thatthe evidence demoastrates that by, inter alla, the recent conduct of the Second Respondent, an individual, there is 2 sk of dissipation of assets before trial ‘The application for injunctive reli (the “Application”) is necessarily ex pparte because of the urgent need to act swifly and fear that if the fact of ‘the Application is revealed the Second Respondent and/or the First Respondent will take steps calculated to place assets further beyond the reach ofthe Applicants.‘The wide disclosure orders sought a8 against the Respondents are appropriate in order ta give effect tothe freezing orders seught given the clear inference that the common intention of the Respondents is to deprive the Applicants ofa fair value of its interest inthe Company. Te necessary undertaking as to damages is provided for ka the AMfidavit ‘of James Nicholas Popperwell filed in support ofthe Application, By virtue of the foregoing, itis therefore just and convenient that the [Respondents be restrained from removing from the Virgia Islands any of their assets which are in the Virgin Islands up to the value of 1US$93,698,32461, and in any way disposing of, dealing with or diminishing the value of any of their assets, whether ‘hey are in or outside the Virgin Islands, up to the same value, whether by thelt own, action or those directly or indirectly under thelr control pending the determination of the Applicants claims or further directions from this Court “The Applicants will rely upon the following evidence in support ofthe Application (i). the First Affidavit of James Nicholas Popperivell with exhibits, and wi the Affidavit of Nicholas Petronko Dated this 26 day of September, 2011 Mark Forte ‘Conyers Dill & Péaeman Legal Practitioners for the Claimant Applicant ‘led by Conyers Dill and Pearman, Slitos forthe Appian herein of Commerce Hous, Wickham Cay 1, PO. Bor 10, Road Town, Bric Viepn ards VGIIO, Tel (28) 8621000 Fo: (288) 1001. Ea Mackfoteaconyersillm NOTICE: bh This Application will be heard by a Judge of the High Court on the (26 T way of [ Seplesnlars 12011 at 10:00 o'clock in the fore-noon at1 you do not attend this hearing an Order may be made in your absence. OR ‘The Judge will deal with this application by- NB This notice of application must be served as quichly as possible on the Respondent to the application, ‘The court office is at Main Street, Road Town, Tortola, British Virgin Islands; telephone number 284 468.0039; facsimile number 284 494-6654. The office is open between 9:00a.m, and 4:30p.m, Monday to Friday except public holidays Filed by Conyers ill and Pearman, Solicitors forthe Applicant herein of Commerce House Wickhams Cay 1, P.O. Box 3140, Road Town British Virgin Islands VGII10, Tel: (284) 852 1000 ax: 1284) 1001. Email Mark Frteonyersdilcom-E STAMPS Of ‘ORIGINAL Ip_ 100.00 2 Sepanter 201 ‘The Easter Caribbean Supreme Court, Inthe High Court of Justice ‘Virgin islands ‘Commercial Divison trl Claim No. BVIEC (COM) of 2018 BETWEEN: (1 ATLAS GLOBAL ASSET HOLDINGS LF (@) RENAISSANCE SECURITIES (CYPRUS) LIMITED (@ STICHTING SECURITY TRUSTEE (51) 7 ApplicntClaimant and (0) AScOM On. COMPANY LD (@) MR. ANATOU STATE [RespondentsDefendants () LAREN HOLDINGS LTD Defendant FIRST AFFIDAVIT OF JAMES NICHOLAS POPPERWELL |, James Nicholas Ppperwel, of Debevoise & Plimpton LLP, Tower 42,28 Old Broad Set, London, BC2N HQ, STATE ON OATH AS FOLLOWS: 1. 1am solicitr ofthe Senor Cours of England & Wales and a senior associat athe firm Debevose & Plimpton LLP, which acts for the Applicans, Under the supervision of partners ofthe fm, 1 have day today conduct ofthis mater on behalf ofthe Applicants and lar duly authorised to make this affidavit on their behalf: 2 The ets and masters referred tol this fide re knowa tome fram infrmation provided to ne by Nicolas Pettonko and Oren Base of the Fit Applisnt and Bduard Kelerhuk and Chis Baxter of the Seoond Applian, and trom the roarsdocuments exhibited hereto, and they are true to the best of my knowledge, Information and bli 13, This affidavit is ghen in support of the Appican’s application for a Frezing Injunction dated 26 September 2011 agnns the Respondents (he “Application”. 4 Theres now produced and sown tome a painted bundle of copy document, marked NPI (ihe “Exh, which I fer Blow. References to page mbes made is fda ret page nubs nthe Exhibit “The Parties 5. ‘The First Applicant Aa") is an investment fund incorporated under the ls ofthe ‘Cayman Islands is egstered office is at Walkers Corpormte Services Limite, 67 Mary Stet, George Town Grand Cayman, KYT-S008,CayoanIlnds. Alls ite ‘uansere of loans ctiginally made to the Third Respondent by GLG Atlas Value & Recovery Fund (“OLG AVR) and OLG Atlas Macro Fund *OLG Mico". The toans made by GLG Macro were transfered to GLO AVRon 21 Deoeber 2010. Te toans made by GLG AVR (which had by then changed its name to Aas Invest Fund, neloding tow tne t it by OLG Maer, were wansfered 0 Als on July 2011, Both sets of transarswereexevted in secondance wh Cis 22 of te Facility Agreements Amended, defined below. Wher inthis adit fet te iret of Aas itis deemed wo inconprate the intrest tha previously belonged t0GLG AVR and GLG Macro. 16, The Second Applian (*Renalssance) Is a icensed investment firm incorporated in Cyprus with its rgiteed office at 27 Pindarou Street, Alpha Business Center, Floor, CY-1060 Nice4, The Thi Applicant (Stehng? e foundation ets under the laws of the ‘Nehelards having is registered seat at Telepotboolevard 140,143 EJ Amstesdan, The Netleands, and which is represented by its sole board member Orange “Trust Veterans) B.V, a private limited company inorpordte In the Netherlands ‘vith ts elstred office at Teleponboulevard 140, 1043 BJ Amsterdam, Adas and ensue have authorised Stichting to at on ther bel inthis proceeding, 8, The First Respondent ("Assom Ol") isa company incorporated inthe British Virgin Islands wit its roped office at P.O, Box 3136, Akara Buliing, 24 De Castro ‘Stee, Wikhams Cay 1, Road Town, Tort, Brits Virgin Islands, Ascom Oi guarantor of sertan loans made by Alls, Renaissance and other nds tothe Respondent as more particularly deseibed below. 9, The Seccnd Respondent (Mr, Stat) i @ businessman with interests in ol and gas. ‘Amongst his many businesses, Mr. Stat) owns 100% of the stares of and is the timate controler of Ascom Oll. Mi. Stat gave petsonal guarantees in respect of | toans made by Atlas Renaissance and oer Indes tothe Third Respondent. 10, The Tied Respondent ("Laren") Isa company incorporated inthe British Virgin ‘sands with its reitered offs at P.O. Box 71, Caigmur Chanbers, Rosé Town “Tertol, British Virgin Islnds, Laren isthe resipient of & USS6U2 milion loan flity made avilable by As Renisianoe and ote lenders more pricy ezeribed below. Background to this Application 11, Me, Sta is @businesman andthe owner and controller of numerous companies in ‘ions Jastston involved inthe oil nd gas sector. One of his principal companies1s Ascom GroupS.A. (*Ascom Grou a private company ineorpomted in Moov, of which Mr, Sts president, An exact from the Ascom Group website desbing ‘ne business und the Reading “Preside message” appears at pages 1104 12, Ascom Group hs been operating in land gas in Kazakstan since 1999, when Is subsidiary Kazplmunay LLP (KEM) acauved an intrest inthe Borankol of eld from private Kazakh company. Ath same tne, Tolknyaneegae LLP (*TNO" 8 10% subsidiary of Tera Rf Tans Trading Limited, anther company wholly owned by Mic Sai, tequied an ineret in the Toknym fed in Kazakstan. These companies, whi I will refer to togeter as the “Operating Companies" are both imately owned and controlled by Mr. Stat and re central to the story behind this Appliation, 13, The Operating Corpses re Fnnced by Mr. Sa through ther parent companies and Tristan Oi Limited (Trista), isa f also wholly owned and controled by Me. Sut (0 excerpt from he 2009 Francia statements of Tristan at page §). stan ‘as inorported on 24 Ostber 2008 inthe British Virgin Islands or o equ «mort interes Inthe Operating Companies and then to sll bonds to inemtonl intial investors in conection withthe underlying asets, Aocordng to istn's cbs, tinvesed USS9B.6 milion nthe Operating Companies betneen 199 and 2010, wih USS531 milion coming lm the proceeds of bond iss by Trisin (ee page 2 ofthe exit fom Tristan's website coafeming this at page 7) “The Original Faclity agreement 14, In December 2008 and February 2009, the Operating Companies were placed under investigation by Kazakh autores. Air be Operating Companies wereunabl to meets 15 Apsil 2009 dealin 1 pay exoess profit nes, government autor:seized their banc acount e the excerpt fom Tristan’ financial statements or the petiod ending 30 June 2009 at pages 9-11), 15, 015 May 200, the Kazakh government nfomned the Oprtng Companies that it ‘was aso sizing their assets. As explained in another extact from Testan’s ‘nant statement othe period ending 30 ne 200, at page 11 the fet f this seizure was that the Operating Companies had to refrain ftom selling andlor transferring their asses and equity intrest to third partis but they could ws their assets in the course of normal business operations 16 As. resl of hese events andthe global fnacal es, Titan andthe Operating Companies experienced significant financial pressures during the fist half of 209, In akition to being unable to pay the exeoes profit taxes to the Kazakh auto “Titan was faced withthe possibilty of not being able to pay interes 10 its bontaldersin July 2008 17. Ata meeting in spring 2009 in Paris between Mr. Stati, the ovmer of Tes, and ‘Adel Kambe, the CEO for Conmal Asia of Rensissance Capa Limited, Mr, Stati ‘ssked Mr. Kamber if Rensance would be wilng to consider extending fn to “Titan, Remissance set about ranging poof interested investors and insted its then solicits, Linklaters (who also acted on behalf of Alls), to stwcnze and document te wansacon. The inended tansaction would allow the Opening Companies obisin «mich nade infision of cash o provide funding both fr th payment of nterest dus onthe bonds ismod by Tyan and the payment of mes saesd by he Keak authorises. 18. The mew lenders entered into 4 credit facility with a special purpose vehicle located in the British Virgin Islands, Laren, which had the effet of pooting the 5various lenders’ interes to one Dlosk. Laren was incorporated by Hareys Corporate Services Limited on 10 June 2009 (se the erties of incorporation of Lena page 12) The sole sarhole of Laren Hameys Trastes Limited and he sole director of Laren is Westlaw Limited (cette of Incumbney dated 11 Jone 200981 page 13). 19, Thelntenton was that Laren would use the loan fil fortwo purposes (0) To make fan of approximaely US827 millon to Montvale Invest Lid (CMontvale"), the Operating Companies’ oil and sondensete trader, The ination was that Montvale would waster substatllyal ofthese funds 0 ‘ter enthiesaflisted with Tristan andthe Operating Compmies to enable the Operating Companies to py off their excess profit tas owed tthe Kara authors. (2) Laven would pay USSS0 milion to Shing to allow Schng to purchase from Tristan new bonds at prise of approximately 27% of the sed prepa value of existing bonds, Once payment had Been ade to His Lae, would ten tanefer ownership ofthe new bonds 10 the lenders and “Titan would ese new bonds othe lender 20, The sole purposes for which Laren was incorporated (heldng the two main purpose sbove and purposes ancllac to those) are confirmed by ease 5 ofthe Memorancum and Atte of Association of Laren, which pears at page 18, ‘21, The oan fllty was put ino effect by an agreement dated 11 June 209, pursuant to hich a pool of lenders comprising Renaissance, Als (whos inert that time were held inthe names of OLO Atlas Macro Fund and GLG Alas Vabe & Recoveryund) Avelade Holdings Lif, Sputnik Group Lid and Vision Advisors La oseter, the “Finance Parties”) made avaiable to Laren a total fly of US86O (the ily”) in two tances, Tranche A and Tranche B (he “Orighal Facility ‘Agreement Stichting acted as agent and security agent ofthe Finance Pats, a well asjint and several creditor of Laren adits guano, who wer alo pris to the agreement (Laren, together with he guarantors, being the “Obiza" A copy of the Cigna Fasilily Aglomen appens at pages 39 to 177. Ths cony is a Confrmet Copy” produced by Renssance and Ades" former counsel, Linklaters. I ‘common practice inthe United Kingdom for lawyers working on a tansstion to prepare and rely on conformed copies of wansction documents wer the actual signatures are replace by print names ofthe signatories afer th tansation closes 22, Under luse 6 ofthe Oriel Paclity Agreement the loans were to te repaid by ‘Laren in stages, wit repayments of USSIS millon, USSIS milion and USS30 milion plu intrest ue in the fourth, Mth and si mons afr the fans were vile. By clase 8, Laren was required to pay intrest on each oun at arate of 35% eran, Deft interest was payable at 37% per annum, 23. The Fait was sujet to numberof security arangements. When seauity for the Fes was being negotiated with Mr, Sia inthe weeks prior 0 11 Jine 2009, be disclosed various of his tusness interest to Alas and Renaissance, all of which he said had connection with Moldova or Kazan, end offered t sand them as secur. Mr, Stati was asked about all of hit asets ordi, but Ye made no mention of asso security with connections to juris other than Molo or Kazakstan (sve for bank ascount in Lava. Ths he folowing enti, sed in Pat {of Schedule othe Orginal Falty Agreement, ated as guaran of Laren's sotomarspayment cligalons: CASCo LLP (Kacakhsan Casco Petroleum Middle East Limited (Bridsh Virgin Ind), East West ftematonl $A, (Gand Duchy of Luncmbous); Gener Afinty Limited England and Wales; Montvale vest Lad {Guiish Vin Islands); Sudo Limited (Send); Tristan Energy Capital Lid (Brtsh Virgin Islnd. By clase 17 ofthe Original Fality Apement, each surantor yet, amongst che hing, pay immediately on demand any amount that Laren didnot pay though they were the principal debtor. ‘Promissory Noteand Personal Guarantees of Mr. Stat 2A. By a Promissory Note dated 11 June 2009 (te “Promissory Now"), Laren ‘condtenaly promise to pay to Stichting: (@) US6548535833 on 1 September 200%; (2) SS1669,393.3 on 11 October 2009; (6) US616356,250.00 on 11 November 2003; and (4) Us890,923,553.33 on 11 Dever 2008, 25, A copy ofthe Promissory Note signed by Stichting and Laren appears at pages 178 0 1, 26, By two separate agreements dated 11 June 2008, Mr. Stati gave two personal rane, in which he undtok under clus 2.1 of each agement to pay immediatly on demand to Stichting ary amount due under the Promssory Note hat Laven fd to pay. Mr Stat gave the fst of these two personal garanes in his ‘capacity esa Romanian national (Peronal Guarantee No.1 andthe cond persona unrante in his capacity asa Romanian and Moldovan National (Peronal GuaranteeNo.2). At the time he gave Personal Guararee No.2, Mr. Sati was living i exile i Romana elthough [understand he has now retumed t0 Moldova. A copy of Personal Guarentee No. | appears at pages 180 t0 198. A copy of Personal Guarantee No, 2 appears pages 196 to 211, 27, Following exeenion on 11 June 2009 of the Original Facility Ameement, the Promissory Note andthe two Personal Guretes (25 well as many ter security tented documents which are ot relevant to the Appliation), Tramhe A of the silty, comprising USS milion, was drawn by Laren on 15 June 209, Trance B ofthe Facility, the remaining USSI2 milion, was deawn by Laren ono round 28 one 2008 ‘Subsequent Amendments othe Origlual Facility Agreement 28, The Original Falliy Agreement was smended by writen agreement on 27 July 2008 (We "27 Jly Amendinent Agroment”) and then emended gun and restated on 31 Sly 2009.1 wil refer tothe amended and read agreement of 31 My 2009 asthe “Pasliy Agreement as Amended Abhough many changes were nade over the course ofthese two amendment agresmens te only perinent clanges for the purpose ofthe Appistion ae that by 31 sy 2009, Aer Shipping Tho an eed 2 new lender and thus became an additonal “Finance Par", anda 96 “Tranche € commitment of USS216,000 ws aed 1 lnrense he aerate fal of the fcty co US860216,000, Copies ofthe 27 July Amendment Agreement andthe Peclty Agresment as Amended appear at pages 212 t0 284 and pages 255 to 40s respectively. 29, Laren filed to make repayments of Trance A and Tranche B in accordance withthe terms of the Failty Agrtment as Amended. This led to discussions between the ° seonoaresFinance Pats andthe Obigrs (iclsing Me. Stat, whic calming in anor geement eng reached on 15 October 2009 beeen Nicholas Pesonko cf tls and ‘Me: Stat ata’ meeting in Moko, As an adjunt t these discusins, Mr, Stat revealed inomation to tls thet allowed it discover forthe fs te thet he had assets of interests in assets outside of Kazakstan and Moldova, specifically a ‘uabeiest in anol in North West Kurita, the Bada Rash PSC, through Ascom Oil's 51% shareholding in Komet 30, The verbal agreement of 15 October 2009 between Mr. Sttl and Mi, Pewonko contin the following key terms: (1) That the Tranche A and Tranche B Loans would be repaid by Lien in one Insulment on M4 December 20%; (@) Interest payments would be restrstured (0) Tha Ascom Oil would beaded asa guarantor of Laren’ obligations: (4) Tha Ascom Oi would ve shars security over its $196 shareholding In Kone, a company incorporated inthe British Virgin Islands whic owned an nee nthe Bards Kish PSC (6) That Asc Oi would be rotod as @geratr and fom any she scrty it hud given over Kom if Laren made vlunary prepayments of tes than {USS milion ono befare 30 October 2009 and a Further USSS rion on or tere 18 November 2008 31, Alls and Renalssance instructed Linklaters to document thes and ether amendments tothe Faclly Agreement a Amended, which Linklaters dly did ina Deed hat wil 0refer o as the “November Amendment Agresment”. A copy of the November ‘Amendment Agiement appears at page 46 to 435 32, The November Amendment Agreement reflected the terms described in pargraph 29 above and theft tha it was Hntended fo record the verbal agremant reached on 18 ‘October 2009 is recorded in rectal (B), Other material terms relevent 1 the Application are (1)__By clause 5, Assor Oil seceded asa guarantor tothe tems ofthe Facility ‘Agreement as Amended and aged tobe bound by its tems; (2) By cine 2.2) and paragraph 1 of Part I of Schedule If was «condition subsequnt hat Laren deliver to Sting evidence hat Ascom Oi hol 51% of he shareholding in Kom; Komet owns certain ol and gas ese in Kurdistan and Ascom Oil had granted fist rnking Brith Vin sands law sacs changeover its shareholding in Komet, 53, In order t give effect to Ascom’s pledge of its 51% shareeliing in Komel, Linklaters insted local counsel in the British Vig Islands, Maples & Calder, 0 prepare the necesnry documentation. Maples & Caer have confined to me that they prepared ad sent to Linkers share pledge on 2 Novemter 2009 that had teen agreed wit Salans LLP, counsel acting for Ascom Oi, and wes therefore in Anal fom (he “Share Pledge”) At pages 482 to S08 is «copy ofthe Share Pledge However exciton ofthe Share Pledge was not pursued by Atlas or Renaissance, OF course they waned to have it executed, but i fll bythe ways for commer restons thee ws at that tie cel possibly of @ wansaction oscurng in which the Operating Companies would be Sold to a tir panty andthe prceeds ofthesewould be wed 0 repay the Finance Parts twas not therefore at that tne pearly to flo up onthe Share Pledge Repayment 34, Laren repeld the Tranche C Joan of USS216,000 plo intrest on 24 August 2009 Following the 15 October 2009 verbal agreement refered tin paragraph 29 above and as provide fr inthe Noverber Amendment Agreement, Laren mace the iat sumary prepeyment of USES millon before 30 October 2009 but it i mt mak ll ofthe second jayment of USSS milion before 18 November 2008, which woud have reduced the pinipal sum ontstnding to USSS0 millon and would have had he effec of rkeasing the Ascom Oil gurantee (aswel as the Share Pledge, td it been cxccued, AS at 18 Noverber 2008, USES,E82,639 plus interest remained cutstanding, confirmed by an email of $Janury 2010 from Ain Colomar, senior france analyst st Ascom Grovp, 0 recipients at Renalssance and Als (6 ‘page 436). Th dv date for payment of Trenches A and B in one insite ~ 14 Decomber 200) passed by with no further payments being made and no payments of any kind have sbsoquently been made, 38. Attemots to posure payent on behalf the Finance Pars ave ben led by Remissance and Atlas asthe ae "Majority Lenders” under the Facility Agreement Amended, neaning tht ht ombinedparicpation amounts to mor han 50.1%, of he loans outstanding under the Factty. By clause 24.96) of the Faity ‘Ageement as Amended nstutons given by the Maloy Lenders ae binding on. tie other Finnie Pa, unles the entry appear in any ofthe relevant fine ocuments136, _ Renaissance has sine December 2009 and util een remained in conse with Mi Stati. Mi, Stal has peatedly told Renaisance’s contact with Mr. Sta, Bogdan Coto, thatthe guarantors wil honour thei repayment obligations once they hays the funds to o 9, ad they would have done so already but forthe aston taken by the Kazakh goverment agains the Operating Compas. MF. Petronko oven hat iscusions with Mr, Sti abot the sale ofthe Operating Companies the Finanes Panis in Febrnry 2010 in stlement of the debts owed, as Mr, Peronko has expltned more flyin his affidai 37. Ascondng tothe Titan website, Ascom Group announced in September 2010 tha ¢ hd commenced arbiration prosedings against the Goverment of Kazakstan i Stockholm following the legal expropcation ofits investnens in Kazakhstan in contravention ofthe Energy Carter Treaty (se pages 6 fo 8): Mr Sai has told Mi Ciokotry ona number of cccsins to lt justice take its course nd sured him that Rentisance andthe other Finance Parties willbe pa ou of the proceeds of that claim fi seconds ‘The Afren Transuetion 38, Affen ple (Affe is leading independent exploration and production company listed on the main board ofthe London Stock Exchange 38, On 27 July 2011, AYen announced the proposed sequiston of a 60% partcpaing, intrest inthe Bards Rash PSC from Komet and a non-operated 20% patclpating Interest in the Ain Sif PSC fom the Kurdistan Reglonal Government (gether, the “Afton Transaction” A copy ofthe announcement of the Afen Transaction appears 5 pages 487 fo 44440, According tothe announcement: (1) the total consideration payable forthe acquisition is USSS8E.25 milion, of Which USS388.25 milion will be doe on closing tle. 66% of the total scqustion cost and USS200 milion (he remaining 3:%) wil be paid within 6 months of losing (@) ofthe ttl conskeraton, approximately USB418.75 milion i in respect of| the aequison ofthe interest in the Bara Rash PSC fom Komet (ie. 71% of ‘he total sequstion cost wil be paid Komed (8) the USS200 milion payable within 6 months of eosing wil be pad entirely to Komet, 4) the consideration will e pd in cash by Affen. 41. Therefor, Komet should receive USS2I87S milion in cash when the Affen ‘Transstion closes, 42. inisnot known precisely when closing of the fen Transaction wil oceur. According to Affen's published halfyeary resuts for 201, i is “epeeted to complete fn September (2011) (ee extrac at page 448). Asa the date ofthis aide, there snve been no arher announcements by Affen sos assume hat closing has not yet taken place 43. Deals ofthe Aten Transaction first came to she atetion o Alls and Renaissance on Thursday 18 August 2011 fom publicly avalebleinforration, Before then, Mr. Stati had not mentioned i inlading only 4 weeks before when he had diner with Me ‘Baxter, the CEO of Renalssance Partners wth responsibilty forthe Rensissance “‘Group's principal investing business, on 21 July 2011 at Zafferano rexauant in Landon Peviausy the only context in which Me. Sta ad aed Komet in his talks with Renaissance wast ay that he was badly in need of finance to invest it 44, On 25 August 2011, Bogdan Ciobotr called Mr, Siti to disuts the Aften “Transaction and how it might afet the sity of Laren and is guarantors incading ‘som Oil ané Mr. Saf isa ofall thir payment obligation. Rerisance's knowledge ofthe Aten transition eavght Mr Stat off guar: lthough he spoke to ‘Mr. Cibotara tam told he was genelly eluent to discuss the Aften Transaction and intend insied that the Finance Panties should avait the outcone of the ‘Stockholm arbiration. Mr, Cibola offered 10 se up a mesing between Mr. Stat ‘and Reaeissanc to dacus the Affen Transaction and what it reunt bu he was tld boy Mr. Stat ht he di ot want that 45, Sines the cll etwoen Me. Clobotarw and Me. Station 25 August 2011, 1m told that the usa routes of contct to Mr, Stati have closed down: he bas not made himself allable for meetings with anyone at Renaissance or As and hat pt returned telephone alls from Mir Ciobotary 46. Prior tothe anouncement ofthe AfenTinsstion, as expltned above Mi, Sat had «a dilogue with Mr. Clobotaru of Renaisance and on each occasion, he would pont ‘out his lack of funds and the need to walt for is expropriation chim to be determined, A: no point did Me. Sta ever volunteer 10 Renaissance or Alas any Information about the Afen Transation o the possibility that any of the companies he ons or controls might come inp 8 substantial amount of mong. Since Mr. CClobotar informed Mr. Stati of the ince Parties’ knowledge of the Afton “Transtetlon, there as been & marked change in Mr, Stats behaviour: he can no 5longer say that he as no funds Beeaus through his contol of Ascom Oil, e holds & majority sharcboling in Komet nd wil mos likly have acces to andor the ability 10 conta or direst portion ofthe Rnd that should be due to Komet fem the Aen “Traneaton. So Instead he refuses to engge at al Indeed thee is evidence, which wl dsass below, tht Mr. Sil asin ecent days taken affrmative tps to make hime impossible to reach under te proper changes provided for in the Facility ‘Agreement as Ame and the Personal Guarantees he g8¥, 47, tnthe absence ofan communications fom Me. Sta since 25 Augus 2011, Als nd Renaissance instructed my fir to we ltrs to Mr. Stat and his companies in 30 far as tiny bad given security relation to the Fcilty and ware connected in some way othe Aften Transaction, Ascordigly, on 20 September 2011, my fim sent 8 eter by fax and by courier to the addresses and fx numbers provided inthe elev transaction document (1) Laren demanding repayment of outstanding principal and interest under the Facility in the sum of USS, 698,324.61 by no Inter hin 5.00pm on Toesdey 27 September 2011, A copy ofthis later and the success fx transmission sheet appears at pages 446 to 451. (2) Ascom Oil demanding t honour its gurantee given under the November “Amendment Agseement and repay outstanding principe! an interest nde the Fac in th sum of USS93,698.32461 hyo ltr thn 5 0pm on Tuesday 27 September 2011. A copy ofthis eter and he sweet fax tansision sheet appears page 452 to 486 @)_ Mir Stati, wing the Moldovan fx numer he provided on each of the 60 Personal Guarantees, informing him of our clients’ concems about payment 6sud ruesting an undeisking by no ltr than 5.00pm on Wednesiey 21 ‘Sipember 2011 inthe follwing terms unerak tat ll roesds fom the Aen Transition wp 1 @ ‘alue of US593,698,328 61, such other sum ass atstnding fom time time from Laren onder he Faliy Agreement as Anended cor the [Promissory] Note (sich information to be proved on reques), 10 whish Ascom Oil is ented and which ave eer reeeived by Ascom Oi or which are under my contol the oto of Ascom 0} | whether eietly or indnetly, wil be bel in oe transfered to a bank eoount inthe name of Ascom Oil and il no tbe disbursed or vod for anyother purpose by me Ascom Oil any cher puny under my concolor the contol of Ascom Oot than for discharging nfl orn part (4) my obligntions owed to Stichting Security ste (ST) 710 guaran the performance of Laren under a Promissory Note dated 1 Jone 2008; (©) any ibility of Laren tothe (Finance Parts) unde the Felity Agroment as Amended (2 any laity of Ascom Ol Company Limited 1 the [Finsnee aries under the Facility Agreement as Amended Tn adkiton, | undertake to infor you in writing ofthe recep of any ‘proceeds from the Affen Transsetion by Komet and Ascom Oil within 24 hours of those sums Being received.” ”48, A copy ofthe eter sesking the undertaking and the sueesfl fax transmission sheet appear at pages 457 0462 49, Asa the dite ofthis affidavit, no response to any of thes leters hasbeen recived from any ofthe adresee o anyone on their bebal 50, On 22 September 2011, wo father Heters were sent by fx and oure to Mr Sta By these ew leters, Sing made demands for Mr, Sat to honour his obligations under Personal Gusranie No | and Personal Guarane: No2 and to make proposals for repayment oficial and interest by no Ine han 5.00pm B.S. on Tuesay 27 ‘September 2011. Copies of theo lets fom Stchtvg appear a pages 463 to 465 and pages 46610468 51. However, when Stichting aterpted o fax the ltr te the fx number they had for Mr, Stal being the number given in bth Personal Guaates asthe mur to which faxes should beset, the number dd not week; Stcngressived fx rtm sheets stating thal the sending ater ad been wnsvocesfl se fx onfemations shoes behind the eters at pages 465 and 468 respective) 52. Sting had noticed tat one fx atmpt appeared 0 hae been answered by a human voice, so Renata Kirshner of Sehting then tlphoned the number, She reached a mate Ruston spear, who fol er thatthe fx number se had wed was not comet He si head othing odo with AScom, ut Would be mesg someone from Ascom soon, Shorly theeair, Ms. Kirchner estved a all om & woman cao Alexandra wh sid she was cling fom Asem, and od er that fe for Me. Sati should be sent to 2 iffrent Moldovan namber: 4373 22 $39 203, -Acordng tothe website of Assm Grop, his fs number for Ascon Group, a8 seen onthe extras fom the website at page 470, Stiching then success oxed the 6 soralater relating to Personl Guarnice No, 2 to he fox numberof Ascom Group, a 8 be sctm by the second fx transmission sheet behind the eter n page 46. Stcing stko courered adits copies of both leters to Mr. Sut at the addres of Ascom Group. 53, Inthe meantime, Stletng had continued ro ty the fx number provided by Mr. Sia, with the same resul, until Ms, Kischner received another eal from Alexandn requesting tht Stiching stop wing that sumber ashe documents were geting toe ‘wrong persons, which was making some unnamed people upset ‘4 The fet that Mr Sis sted fx number was not working as of September 22 slgnicam for two easons. Firs, had been in good working order two days previous, when my fm had faxed him the request for an undertaking. Secon hs ‘x number was liste at jus that as that of Mi, Sta, but also a the ean conta eal for many of te quaranters signing the Failiy Agreement as Amended and sso for Montvale Invest Ad in i capacity as agent ating on bebat ofall Obtigr clause 29.4) of the Faclily Agreement as Amended at page 347), Further, he Facility Agreement es Amended provided that any changes othe nove provisions vere tobe advised to Sichting in writing an 1 understand fom Stichting het 0 sch information as boen provided by any of the Obligos 53, As atthe date ofthis affidavit, no response to the Stichting eters hasbeen received56, The Applicen intend to commence substantive procedings against “arn, Ascom Oil and Mr, Sati to recover USS95, 698,324.61, together with continuing interest and costs, A dream frm accompanies his apliation, ‘57. The Applicants consider tht he intended defendants do not havea vibe defence to the intended proceedings: o a o Laren sin default ofits payment obligations under the Failiy Agreement a ‘Amended as patculriod in paragraph 22. above and his been since ‘Decenber 2009 atthe lst. There ino disput thatthe loans were drawn By Lave and that they re and have Ben since December 2009 de and payable by Leen, together with continuing intrest. There isa clear breach of he repeynent terms ofthe Faity Agreement as Amended by Laren and I donot know of any defence available Laren in espect ofthis lin, Laren is aio in bresh ofthe repayment terms of the Promissory Note, as referred to in paragraph 24 above and therefore lable in breach of contract to Stiehing. 1 do not know of any defence avallabe to Laren inreapet ofthis claim. ‘Ascon Oil isin defi of is payment obligations under te November “Ameniment Agreement snd has teen since December 2008. Ascom Ol! bs ever sugested otherwise and in it, fam informed by my cet hat Mr Stat epetely admited to Nicolas Ptronko tat payments were de fom im cr companies owned or contol by him and he assed them that payment would be made once he or these ents had the fundsto do so.(@)_—_ Me Stal isin breach of payment obligations under Personal Guarantee No, 1 and Personal Guarnte No.2 8 more partioualy deseribed n paragraph 26 seve and has ben nce December 2009. Mr, Stat has never ought o deny tha he asin breach of these obligations and itis impisit he made om the dmissons to Me, Ptronko that these were due and payable “5B, Whilst tha ie every reason to believe thatthe Applicants’ elim wil scseed fr the reasons sou above, the Applicants ae concemed thatthe & el risk tat any {judgment il go unsfie if the asst base ofthe Respondent, whi is about to be substantia ly increased, fe not protected by the interim remedy sought by the Applicaten Urgency ~ Risk of Dissipation 59. When security for the Original Facility Agreement was being negotiated in Spring/Swnmer 2009, Mr. tal di nt to reveal to Renaissance or Aths the existence of his or hie company’s interest in Barda Rash PSC. It was only under the extreme Financial pressure cased bythe ctins ofthe Kenn govement in respest ofthe ‘operating Companies, the gba cet rian the Fisk of celeron ofthe loans under the Feit hat Mt, ttl revealed Ascom Oil's intrest ia Komet and Komets interest in Bards Rash PSC. Even then, during the negations for the November ‘Amendment Agreement he svsetsflly negotiated that the scwity offered by ‘Ascom Oil as guaran andthe Share lege in Komet would be sibs 1 a uk relense mechanism invoving USS10 milion of voluntary prepayments if made inthe Short enn. Those voluntary prepayments wee not made, bu the She Page was ever excited, gly in part to Renasance and Ais belie based on Mr Stti's ropresenttions tht sl ofthe Operating Companies was impeding and that woul 2release sufient fund to repy the Peliy. That sale never materialised bu new ‘prospect hs arisen in the form ofthe Afen Transaction and yet ein Mr. Siti has tempted to koep the deals ofthe transtion privat, He woul hive susceded had ‘Affen ple tot been obliged to make announcements under the isting res ofthe London Steck Exhange, Even when enlace and Alls let Mr Sta know what they had intependety discovered bout his inetons, he gave no indian tat the prooteds of the AlfenTransston would te used to honour his or Assom Oils guraniee sn sld instead that Alas and Reaisance should wat fore uncertain outcome of what will no doubt bea prorated and complicate investment aritation process wih no guaran that any award wil be sucessfully enforced agains the ‘Kazakh ste, So is he to say that Me Stat has redo keep Renisans and Atlas vay fom his interest n Bada Rash PSC, notwithstanding the gurantestht he and ‘Ascomm Oil have given in respect of Larens obligations tothe Finance Parties and Ssiching 60, The imminent closing ofthe Aten Transco (hich could happen a any moment given the end of September is approaching ft, combined with Mr. Suis rfisal now to communicate wih Renaissance and Als at all his refusal to ovis the undertaking requested by my frm or ven 1 epond in any way ots fom my firm oF Stetng all pont to an ntnton not to honour his personal obligations to arate Laren's debtor to procure tht sinilar obligations ae nt ified by companies that he owns andlor contol, In sich circumstances, Atlas and Rensssancs hve resolved 1 ring li nd they ldo, Howeve the rk is that ian eder isnot granted now to prevent eating wit the shares in AScom and Komet or giminising their vale in paricler by the proceeds of the Aten Transsetion being disbursed or diverted by Mr Stati trough the execse of his 2contllng ners in Komnet through his ownership of Ascom Oil hen te ability of Renaissance Atis and Stichting to elise the procseds of that elim —a claim in hich ably o pay ie beyond any dispute ~ wil be fasta tis thereon the Interests ofc ht an onr in the frm attached shouldbe grate, ‘61. Thisaplition is made without oatie for wo important easons: (1) Firs, because Hf the Respondent are putonnotc, the time that would afford there might allow them to restructure the payment mechanism ofthe Afen “Trssetlon or he internal ais of Komet in away that would forever put the poceed ofthe Affen Transaction beyond the reach ofthe Appa (2) Secmd, bonus the Applicant are extremely concemed not pie the closing and subsequent performance ofthe Affen Transaction in any way. The Applicants have no interest in preventing the Afen Transstin; ed itis the very thing that wil inarease the probability of ther substi claim renting in payment of what is de ull and Frank Disclosure 2. understand hom NiholasPeronko thet ll the signature pages to the Novenber “Amendment Agreeeat wee costed by Linklaters (5 evidenced by te signatures onthe doctment at pages 418 0 435) and sent a feast to Alls, It isnot known whether thy were sent othe Oblgos by Linklaters. Linkter sdf my frm hat they were insted by Renaissance not to release the signatures othe cer parties tout asthe person who it ssid nsrcted Linklaters is no longer at Rensence and Renassance hasbeen unable to conf why Linklater sed this, Renasance cannot conf this, Investigations are continuing, However, the fic f the matter that he : 2‘November Amendnant Agreement was signed by all ofthe parties tot, rhe, there ‘is no question that the uerying orl agreement fom 15 October 2009 tht that locument sought fresord was agreed. Nichols Peronko has confirmed to me that received all the signature pages fom all tbe pris, And Laren an the Obligors conducted themsehes in accordance withthe November Amendment Agreement unt their finn station deteriorated. Renaissance’ share ofthe loans this tme was nly minory (ning aproximaely 43%) s0 its ction taken alone ould not fect the poston ofthe oer Finance Pats nary event th pertinent part ofthe November Amendment Agteement upon which the Appian subs would be based athe Application f based is th grecment by Ascom Oil a clause 5 (as refed to inpaagraph 32 above) to cede guarantor to Laren payment ‘bligntions under te Fality Agreement as Amended and to agree tobe bound by the tenms of the Feilly Agreement as Amendd a though twas orgy a party 12 that document. Ascom Oil signed the November Amendment Agrsment ss ‘evidenoed by Ii signature on the ssond Execution Page | in page 419, The enforceability of ht urate, whichis governed by English aw, wl be determined by seton 4 of he Saute of Fr Ast 1677, which provides tht fn oder 10 Be coforeale der English law a gurance must bein wing and signed by te uranic o is eset, There Is ne requirement hat the party reeling the teneft of he guanie slo neds to sgn the gurantee, Chity on Cont (52 crt at pages 4110473) states: “The not r memorandum ofthe guraniee must be ned by the party to be charged or by his agent, Is not necessary that it should be sled by the cater pty the transi,” [3 Balon at paragraph 4-052), 4163. Asoom Ol as slgned the guarants and ths complied withthe requirements os oF the State cf Frauds 1677, Renaissance and Aas canot at presen oct th east coat under which the signature pages of Ascom Oil were sent t Linklaters but acl email fom Salas ides cearl tht he November Amendment Agreement ‘was agreed and thor soothing to SUE the effeveness ofthe document as Konet as the counterparty 1 the transaction Its resonable to assume tat the procreds of he ‘Transaction wil come to Kemet in the British Vitgin Islnd at les inily, This is particulary sos fen ples iste on the London Stook Exchange andi vill ned to sat ise ia accordance wth ts egultory requirements that any fonds pays wil be paid othe proper party with whom is tansacing 7. — Mr. Stas kowwn to have had problems opening bank accounts in Buroe and he is known to use Ritu Bank in Riga, Levis, but nothing is known abou any Bish ‘Virgin Islands bank seounts thst orbs companies may use. Cross Undertaking In Damages 74, The Applicants are prepared to give the coss undertaking la damages as mote tout set out nthe draft Order accompanying this transaction 8175, Inthe cumstances, the cour ie respecflly asked to grant the eli sorght by the Applicants SWORN a Mast BS “Thee Gp, Vat. R efor, This (24 Jory ef 1 Before me NAME] [Cachtened Me *Cllalre [apprEss} TAYLOR VINTERS 2»