Corporate M&A

Viaro to Acquire RockRose Energy in £248 Million All-Cash Deal

By Malavika Sharma
July 07, 2020
2 minutes read
BHP Shenzi Rig at Dusk

Commodity trading group Viaro Energy Ltd. has entered into an agreement to acquire LSE-listed North Sea oil company RockRose Energy Plc, in an all-cash corporate transaction valued at around £247.6 million. The acquisition shall be effected by means of a Scheme of Arrangement under Part 26 of the UK Companies Act 2006.

Under the terms of proposed deal, Viaro will acquire approximately 13.4 million issued and to be issued RockRose shares at 1,850 pence per share. The offer price represents a premium of 64% over the company’s closing price of 1,130 per share on July 3rd, the last trading day prior to the transaction being announced. According to its latest regulatory disclosures, RockRose has no debt on its books, with a net cash position of US$339 million at the end of Q1-2020.

RockRose owns a portfolio of primarily non-operated working interests in producing fields located in Central UK North Sea, the Southern Gas Basin, West of Shetland, as well as onshore and offshore The Netherlands. The company had reported Proved and Probable (2P) reserves of approximately 60.8 million barrels of oil equivalent (MMboe) as of year-end 2019, with average daily production of around 20,800 barrels of oil equivalent per day (boe/d).

Viaro is an international commodities trading and investment group headquartered in London with additional offices in Dubai and Hong Kong, and was founded by Italian businessman and entrepreneur Francesco Mazzagatti, who also currently serves as CEO of Viaro Energy. The group is engaged in the trading of gasoline, middle distillates, petrochemicals, naphtha, fuel oil, and crude oil. In addition, Viaro also provides energy sector support services and holds investments in renewable energy and real estate projects internationally.

According to documents published on Viaro’s website, the transaction is being funding by term loan facilities from various members of the ruling family of Abu Dhabi in the UAE, including H.H. Sheikh Zayed bin Suroor bin Mohammed Al Nahyan and H.H. Sheikh Thiab bin Khalifa Al Nehayan.

“We have ambitious growth plans in the UK continental shelf and we believe that RockRose’s producing assets, its staff, its commitment to health and safety, the environment, and best-in-class operational procedures will be an ideal platform from which to grow our presence in the UKCS,” said Francesco Mazzagatti.

The transaction is subject to customary closing conditions, including a majority approval by scheme shareholders, passing of various resolutions at the RockRose’s general meeting, and Court sanction of the scheme. The scheme is expected to be effective by August this year, subject to the satisfaction or (where applicable) waiver of the closing conditions. Upon closing of the acquisition, the shares of RockRose will be delisted and it will be re-registered as a private limited company.

Hannam & Partners is acting as financial advisor to Viaro Energy for the transaction. Lambert Energy Advisory advising RockRose on the deal.

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