The English High Court has today handed down its judgment in the proceedings between TAQA Bratani Limited et al. (“The Claimants”) and RockRose Energy Limited (“RockRose”), Viaro Energy Limited (“Viaro Energy”), CEO Francesco Mazzagatti, CFO Francesco Dixit Dominus, Fujairah Oil and Gas UK LLC (“UKCS8”) and others (collectively, “the Defendants”).
Mrs Justice Dias ruled in favour of the Defendants, dismissing all claims and concluding: “I find and hold that the sale to FIOGC was agreed for a legitimate commercial purpose, namely, to break the deadlock with TAQA and to enable the provision of the required DSA security. The transaction was not conceived or executed with the intention or purpose of prejudicing UKCS8 or its creditors and the dividend was declared for no other reason than that it was a necessary adjunct to that sale.”
The Judge strongly rejected the Claimants’ allegations of dishonesty and malintent in the sale and the declaration of the dividend, concluding that Mr Mazzagatti and other Defendants were justified to consider the sale of UKCS8 to be in the best interests of all parties concerned, including the Claimants.
The Judge’s conclusion was that Mr Mazzagatti and Mr Dixit Dominus were at all times concerned to avoid UKCS8 defaulting on its obligations under the JV agreements, and had even offered the Claimant an alternative of buying out TAQA’s share. Conversely, the Judge found that TAQA’s intention was to accelerate decommissioning of the assets: “Even before Viaro’s acquisition of Rockrose, it is clear that TAQA had no interest in extending the life of the fields but wanted to accelerate COP with no further investment – motivated in large part by a desire to reduce its decommissioning liabilities across the North Sea by aligning them in a co-ordinated programme.”
The Judge found the evidence of Mr Mazzagatti to be consistent and credible throughout supported by genuinely held beliefs, further noting that he is “nothing if not an astute businessman. As a new player in the market without a proven track record and one whose arrival was greeted with some scepticism, it is inherently unlikely that he and Mr Dixit Dominus would have embarked on a course of conduct which could only have served to cast doubt on their bona fides and made their continued presence much more difficult to sustain successfully. It would have been one thing if Rockrose had extracted UKSC8’s cash and then exited the market altogether but that is not this case. On the contrary, Rockrose has shown that it was in for the long haul and has not only stayed in the market but has consolidated and grown its interests.”
Overall, the Judge found Mr Mazzagatti to be “obviously a highly successful businessman with an entrepreneurial mindset who was willing to take risks.”
Viaro Energy CEO Francesco Mazzagatti commented: “Today the High Court has given a very strong judgment in our favour, which categorically dismisses all of the TAQA and Spirit claims. I have always placed my trust in the fairness and impartiality of the English legal system, and I am very pleased with the outcome. There was absolutely no basis for these claims and the Court has firmly agreed. Our long-standing position has been vindicated and I thank the Court for its carefully considered and reasoned Judgment.”