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Seacrest Petroleo intends to apply for a listing on the Oslo Stock Exchange
Fully integrated onshore Brazilian oil and gas producer announces intention to list on the Oslo Stock Exchange.
Rio De Janeiro, Brazil/Hamilton, Bermuda, 24 January 2023, Seacrest Petroleo Bermuda Limited (“Seacrest Petroleo” or the “Company”, and together with its consolidated subsidiaries, the “Group”) today announces its intention to launch an initial public offering of its shares and to apply for a listing on the Oslo Stock Exchange (the “IPO”).
Please see attachment at www.newsweb.no for full ‘intention to float’ release.
Seacrest Petroleo is an independent oil and gas producer focused on the redevelopment of midlife onshore producing oil and gas fields. The Company’s assets are onshore in Espírito Santo, Brazil and represent a cohesive set of attractive producing fields and an integrated export terminal acquired at attractive prices in the divestment program run by Brazil’s national oil company, Petróleo Brasileiro S.A. (“Petrobras”).
The portfolio consists of the Cricaré Cluster and the adjacent Norte Capixaba Cluster. The Cricaré Cluster is owned 100% and operated by the Group and was acquired in December 2021. In February 2022, the Group entered into a purchase agreement with Petrobras for the acquisition of 100% interest and operatorship of the Norte Capixaba Cluster and the waterway Terminal Norte Capixaba. The net proceeds from the IPO will be used to pay a portion of the purchase price of the Norte Capixaba acquisition and for general corporate purposes. Completion of the Norte Capixaba acquisition is expected shortly after the IPO. Upon closing of the Norte Capixaba acquisition, the Company expects to become the third largest onshore oil and gas producer in Brazil in terms of reserves and production. Further, through the wholly owned waterway Terminal Norte Capixaba, which provides direct access to local and international markets, the Company is in a unique position to secure competitive pricing for the Group´s oil.
With a combined average recovery factor of 17% currently, the Cricaré and Norte Capixaba Clusters are established producing fields with significant further production and value creation potential. The Company’s strategy is to leverage its expertise to conduct a series of low-risk redevelopment initiatives on the underinvested assets, including reopening shut-in wells, in-fill drilling, re-pressurising reservoirs, expanding steam injection programs, and re-opening existing oil treatment facilities. Through these organic operations, the Company expects its 7 kboe/d current production to grow by 3-4 times through 2025-26, according to Competent Person’s Report (“CPR”) projections by DeGolyer and MacNaughton (“D&M”). The expected production growth is backed by a material proved and probable reserves (“2P”) base of 140 mmboe according to D&M estimates. These 2P reserves represent a 29% recovery factor. Over time, the Company aims to significantly grow the reserves through increasing the average recovery factor towards the recovery factors seen for analogue fields, including certain fields within its portfolio which already are at 35-50% recovery.
Additionally, the Company expects its ownership of the Terminal Norte Capixaba, with its storage and export capabilities, to provide operational flexibility and allow it to leverage opportunities for marketing and capturing higher margins for its crude oil.
The Company’s assets and operations
The Group currently conducts its operations in the Cricaré Cluster and expects to begin operations in the Norte Capixaba Cluster immediately following the closing of the Norte Capixaba acquisition. The Cricaré and Norte Capixaba Clusters are geographically close to one another in the Espírito Santo region and are synergistically integrated from production to trading. As of 31 December 2022, the Group’s proved reserves (“1P”) were estimated to be 85.5 mmboe (7.7% gas), of which 26.8 mmboe are located in the Cricaré Cluster and 58.7 mmboe in the Norte Capixaba Cluster. The Group’s 2P reserves were estimated to be 139.6 mmboe (6.6% gas), of which 52.9 mmboe are located in the Cricaré Cluster and 86.7 mmboe in the Norte Capixaba Cluster.
The oil produced at the Cricaré and Norte Capixaba Clusters is of a particular standard known as “heavy sweet crude”, which due to its high density and low sulphur content presents high refining potential and lower treatment requirements. With the characteristics of a very low sulphur oil, the oil grade is already IMO 2020 compliant and may be sold directly in the markets as bunker fuel following only slight commingling.
The Company assumed operatorship of the Cricaré Cluster in December 2021. During 2022, the Company increased oil production from less than 700 bbl/d in January 2022 to around 1,800 bbl/d in October-November 2022 through reopening shut-in wells and optimizing well strokes. Production results at the wells have been better than expected and the Company plans to increase production further in 2023.
Closing of the Norte Capixaba transaction is expected shortly after the IPO. The expected consideration payable to Petrobras at closing is estimated at USD 413 million. The net proceeds from the IPO will be used to pay a portion of the purchase price of the Norte Capixaba acquisition and for general corporate purposes. The balance of the Norte Capixaba purchase price will be financed by a debt facility.
Company history and management
Backed by Seacrest Group, which in 2015 co-founded OKEA ASA (OSE: OKEA), and an experienced management team with strong Latin American exploration and production experience, the Company was formed in June 2019 and immediately began to explore the possibility of acquiring assets in Petrobras’ ongoing divestment program. In 2020, the Group was selected by Petrobras as the leading bidder for the Cricaré Cluster, and completed the acquisition of the Cricaré Cluster in late December 2021. The Group was selected by Petrobras as the leading bidder for the Norte Capixaba Cluster in early December 2021, and entered into a purchase agreement with Petrobras for the acquisition of the Norte Capixaba Cluster and the Terminal Norte Capixaba in February 2022.
The Company is now led by a seasoned management team with a proven upstream and midstream operational, technical and commercial track-record in Brazil. Coupled with the required deal making expertise and familiarity with the Brazilian regulatory and business environment, this provides a unique position to unlock the value and untapped potential in the underinvested fields acquired from Petrobras. Combining a disciplined capital allocation strategy with expertise in revitalizing late-life fields, Seacrest Petroleo distinguishes itself as an experienced on-the-ground operational organization with a highly cash generative business model, built on a tier-1 asset portfolio.
Offering highlights
The IPO is expected to comprise an offering of new shares in the Company to raise gross proceeds of approximately USD 225 million, including participation from existing shareholders. The net proceeds from the offering will be used to pay a portion of the purchase price of the Norte Capixaba acquisition and for general corporate purposes.
Subject to being admitted to trading and receiving relevant approvals from the Oslo Stock Exchange and the Financial Supervisory Authority of Norway, as well as prevailing equity capital market conditions, Seacrest Petroleo is expected to have its first day of trading on the Oslo Stock Exchange in Q1 2023.
Further announcements relating to the IPO will be made in due course.
Advisors
ABG Sundal Collier ASA and Pareto Securities AS are acting as joint global coordinators and joint bookrunners in the IPO, Banco BTG Pactual SA – Cayman and Itau BBA USA Securities, Inc. are acting as international placement agents and SpareBank 1 Markets AS is acting as joint bookrunner in the IPO (together, the “Managers”).
Wikborg Rein Advokatfirma AS is acting as legal advisor to Seacrest Petroleo, and Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.
For further information, please contact:
Torgeir Dagsleth, Chief Financial Officer
Seacrest Petroleo Bermuda Limited
Tel. +47 958 91 970
E-mail: torgeir.dagsleth@seacrest.com
Crux Advisers AS is acting as communications and investor relations adviser.
Senior Advisor Jan Petter Stiff
Crux Advisers AS
Tel. +47 995 13891
E-mail: jps@crux.no
Important Information
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
This communication does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Brazil or any other jurisdiction. The securities of the Company may not be offered or sold in the United States or in Brazil absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and the Brazilian laws. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. The Securities of the Company have not been, and will not be, registered in Brazil. Any sale in Brazil of the securities mentioned in this communication will be made solely to “Investidores Profissionais” as defined in Resolution CVM 30. No public offering of the securities will be made in the United States or in Brazil.
This communication is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”). In any EEA member state, other than Norway, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA member state.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.