International law firm Bird & Bird has advised the two cornerstone investors on their strategic investment in Rockhopper Exploration Plc, an AIM-listed oil & gas company with interests in the North Falkland Basin.
The overall size of Rockhopper’s fundraising was US$140 million, structured as a firm placing of US$115 million, with an additional raise of US$25 million subject to shareholder approval.
The net proceeds of the fundraising are expected to fund Rockhopper's proportion of the capex required for the Phase 1 development plan for its flagship Sea Lion oil field in the North Falklands Basin. The company expects that the proceeds of the firm placing will be sufficient for Rockhopper to take its ‘Final Investment Decision’ in respect of the development, with the additional funding providing further financial flexibility.
The funds raised are being escrowed until such time as Rockhopper and its joint venture partner, Navitas, announce their ‘Final Investment Decision’ in respect of Phase 1, and provided that their respective boards are satisfied that Phase 1 has received all required regulatory consents and approvals, and that the senior lender(s) in respect of the debt financing for Phase 1 have confirmed that the conditions to completing the debt financing have been satisfied. This structure gives Rockhopper certainty of equity funding to enable the debt financing to progress, whilst protecting the investors should the ‘Final Investment Decision’ not be announced by the end of March 2026.
The Bird & Bird team consisted of lead partner Michael Dawes (partner, Corporate) and Adam Meisels (partner, Corporate).
Michael Dawes, partner at Bird & Bird commented that “this transaction had an interesting structure, tailored to the needs of the investors and Rockhopper. We are seeing an increase in the importance of cornerstone investors to these sorts of financings. Often the circumstances require that investors have specific investment rights beyond those typically found in a public fundraising, and the cornerstones and their advisers tend to take the lead on negotiating those rights. In this case, security of funding needed to be balanced against investor protection, as the funds are being escrowed for some months before release.
This follows on from our advice to ARM as cornerstone in the Raspberry Pi IPO, and also drew on our knowledge of the oil & gas sector, to ensure that investors had a sensible level of protection.”
