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.
Rio de Janeiro, Brazil/Hamilton, Bermuda, 9 February 2023: Reference is made to the announcements on 8 February 2023, whereby Seacrest Petroleo Limited (“Seacrest Petroleo” or the “Company”, ticker “SEAPT”) announced the terms of the initial public offering of its shares (the “Offering” or the “IPO”) and the publication of the prospectus for the IPO and the subsequent listing of the Company’s shares (the “Prospectus”).
The bookbuilding period for the Institutional Offering (as defined below) in the IPO will commence today, 9 February 2023 at 09:00 hours (CET) and will run until 14:00 hours (CET) on 16 February 2023. The application period for the Retail Offering (as defined below) will commence today, 9 February 2023 at 09:00 hours (CET) and run until 12:00 hours (CET) on 16 February 2023.
The bookbuilding period and the application period may be extended at any time, but will in no event be extended beyond 14:00 hours (CET) on 23 February 2023. In the event of an extension of the bookbuilding period and/or the application period, the allocation date, the payment due date, the dates of delivery of offer shares and the date of the listing and commencement of trading on the Oslo Stock Exchange will be changed accordingly.
The Prospectus and the application form for the Retail Offering is, subject to regulatory restrictions in certain jurisdictions, available at http://www.seacrestpetroleo.com/, www.abgsc.no, www.paretosec.com/transactions and www.sb1markets.no. Hard copies of the Prospectus may be obtained free of charge at the Company’s registered offices at Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda, or by contacting one of the Managers (as defined below).
The Offering consists of (i) an offering of shares to (a) institutional and other professional investors in Norway, (b) investors outside of Norway and the United States of America, in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) , and (c) “qualified institutional buyers” in the United States as defined in Rule 144A of the U.S. Securities Act who have provided to the Company and to the Placements Agents (as such term is defined in the Prospectus) (and the Company and the Placement Agents have accepted) a duly executed representation letter in the form attached to the Prospectus in reliance on Section 4(a)(2) of the U.S. Securities Act in a transaction not being subject to the registration requirements under the U.S. Securities Act (the “Institutional Offering”), and (ii) a retail offering of shares to the public in Norway (the “Retail Offering”).
Applications in the Retail Offering can be made through the websites listed above from commencement of the application period for the Retail Offering, or by using the application form appended to the Prospectus. Subscriptions in the Institutional Offering can be made by contacting one of the Managers during the bookbuilding period.
ABG Sundal Collier ASA and Pareto Securities AS are acting as joint global coordinators and joint bookrunners, SpareBank 1 Markets AS is acting as joint bookrunner in the IPO and Banco BTG Pactual SA. – Cayman Branch and Itau BBA USA Securities, Inc. are acting as international placement agents in the IPO (together, the “Managers”).
Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company, Wakefield Quin Limited is acting as Bermuda legal counsel to the Company and Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Managers, MJM Limited is acting as Bermuda legal counsel to the Managers and Simpson Thacher & Bartlett LLP is acting as U.S. legal counsel 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
About Seacrest Petroleo:
Seacrest Petroleo is an independent oil and gas production company with an integrated portfolio of onshore producing oil fields and export infrastructure onshore in Espírito Santo, Brazil. The fields have estimated oil and gas in place volumes of 1.2 billion barrels of oil equivalents and certified 2P reserves of 140 million barrels of oil equivalents. Current production is 7,000 bbl/d which is expected to triple by 2025. The Company has exclusive control over its infrastructure, continuously from field production to offshore tanker loading terminal, allowing for cost-effective operations, and enabling direct access to markets for its premium grade products. The Company has offices in Bermuda, Norway and Brazil.
Important information
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 of America, Brazil or any other jurisdiction. The securities of the Company may not be offered or sold in the United States of America 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 of America or in Brazil.
This communication is an advertisement and 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.