Summary

Décision déférée à la Cour : Sentence arbitrale rendue le 21 février 2022, sous l'égide du règlement d'arbitrage de la Chambre de commerce international dans l'affaire 24722/AYZ.

« 1. The continuing disagreement between Trasta Energy Limited, the Claimant in this case, and National Oil Corporation, the Respondent in this case, (...) constituted a Shareholder Lock-inDeadlock under clause 8.7 of the Shareholders' Agreement of 14 July 2008.

2. The National Oil Corporation has lawfully and validly initiated the procedure set out in clause 8.7 of the Shareholders' Agreement.

3. This Lock-up Deadlock gave National Oil Corporation the right to exercise the option to purchase the Trasta Energy Limited Shares in LERCO (the 'Trasta Shares') at a price agreed or determined by the Experts in accordance with clause 13 of the Shareholders' Agreement.

4. The exercise of this right by National Oil Corporation on 14 November 2019 was valid and effective. National Oil Corporation therefore has the right to acquire all of the Trasta Shares in LERCO and to immediately commence a Valuation in accordance with clauses 13.1(c) and 25.2 of the Shareholders' Agreement to determine the price of the Trasta Shares.

5. Trasta Energy Limited has committed a material breach of a material obligation of the Shareholders' Agreement (...)

6. Trasta Energy Limited failed to remedy this breach within 30 days of receipt of notice from National Oil Corporation, which constituted an Event of Default under clause 12.2(a) of the Shareholders' Agreement and opened up the right for National Oil Corporation to exercise the option to purchase the Trasta Shares at a price agreed or determined by Experts in accordance with clause 13 of the Shareholders Agreement.

7. The exercise of this right by the National Oil Corporation on 14 November 2019 was valid and effective.

8. The National Oil Corporation therefore has the right to acquire all of the Trasta Shares in LERCO and to immediately commence a Valuation in accordance with clauses 13.1(c) and 25.2 of the Shareholders' Agreement to determine the price of the Trasta Shares. »

ICC Arbitration