On April 23, 2012 Ramab Iggesund AB, a Swedish company, signed a subscription agreement with Overhorizon (Cyprus) PLC, a Cypriot company. The Swedish company provided SEK 10,000,000 to the Cypriot company and the Cypriot company issued five convertible bonds having due date December 31, 2015. The instrument of the convertible bonds provided that applicable law was the law of Cyprus and any disputes would be resolved through arbitration before the Stockholm Chamber of Commerce ('SCC').
On January 23, 2013 same parties signed a new subscription agreement for the amount of USD 836,724 with due date January 23, 2015. Overhorizon (Cyprus) PLC had the obligation to issue a convertible bond. The terms and conditions of this agreement were similar to the ones of the 2012 subscription agreement. The Cypriot company failed to comply with its obligations and the Swedish initiated arbitration proceedings before SCC on the basis of the 2013 subscription agreement. The Tribunal found that it lacked jurisdiction as the arbitration clause was foreseen in the instrument of the convertible bonds and not in the invoked agreement.
On February 1, 2013 Ramab Iggesund AB and Overhorizon Otto 1 Ltd entered into a Loan Agreement for the amount of SEK 22,000,000. Surety was Overhorizon (Cyprus) PLC. Disputes arose from this agreement and arbitration proceedings before SCC were initiated.
On May 2, 2016 Ramab Iggesund AB sent a letter requesting payment for the 2012 subscription agreement. As Overhorizon (Cyprus) PLC failed to do so, on July 7, 2017 Ramab Iggesund AB initiated proceedings before SCC on the basis of the 2012 subscription agreement requesting the amount of EUR 3,333,911.82. In aid of these arbitration proceedings, the Swedish company requested interim orders from the Cyprus courts. In particular, it requested: (a) an order prohibiting the alienation of the respondent's assets held directly or indirectly, i.e. though Ovzon AB (Swedish), Overhorizon OHO 1 Ltd (Cypriot), Overhorizon AB (Swedish), Overhorizon Communications Group LLC (USA) and Overhorizon LLC (USA), as well as prohibiting any change in the corporate structure of its subsidiaries; (b) an order prohibiting any pledge and any burden on the respondent's assets held directly or indirectly, i.e. though Ovzon AB (Swedish), Overhorizon OHO1 Ltd (Cypriot), Overhorizon AB (Swedish), Overhorizon Communications Group LLC (USA) and Overhorizon LLC (USA); and (c) an order for disclosing the following information: (i) all the bank accounts of the respondent and its subsidiaries, (b) all the assets of the respondent and its subsidiaries, and (c) all documents substantiating said information that respondent and its subsidiaries have in their possession and/ or under their control. The Court found that applicant presented the agreement at hand in a manner that deceived the Court as to the nature of the transaction and did not explain all the details. It concluded that this equaled to non-disclosure of substantial facts and dismissed all requests (interim judgment of October 20, 2017). The Court did not address the issue whether it had jurisdiction over the companies incorporated in the USA that were not parties to the litigation proceedings. Applicant filed a new application requesting similar interim orders in aid of the same arbitration proceedings. The Court took the view that applicant refused to accept that it had withheld information and even suggested that the interim judgment of October 20, 2017 was wrong. Thus, it neither explained nor substantiated that its failure to disclose information was innocent. Therefore, their requests were rejected (interim judgment of December 22, 2017). It is not clear whether a final judgment was issued.
Ramab Iggesund Aktiebolag v. Overhorizon - SCC Arbitration commenced on 7/7/2017
Litigation proceedings in Cyprus related to this arbitration (included in this document):
Ramab Iggesund Aktiebolag v. Overhorizon, Civil Case No. 448/2017 (two judgments)
- interim judgment of October 20, 2017
- interim judgment of December 22, 2017