NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, HONG KONG, SOUTH
AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Rio de Janeiro, Brazil/Hamilton, Bermuda, 6 December 2023: Seacrest Petroleo
Bermuda Limited
(“Seacrest Petroleo” or the “Company”) hereby announces a contemplated private
placement (the “Private Placement”) of new common shares (the “Offer Shares”) in
the Company to raise the NOK equivalent of approx. USD 25 million in gross
proceeds (the “Offer Size”), which will take place through an accelerated
bookbuilding process managed by ABG Sundal Collier ASA and Pareto Securities AS
(together, the “Managers”).
The net proceeds from the Private Placement will enable the Company to keep a
high activity level in 2024 and growing production through drilling, work-overs
and other field development optimizations at the Norte Capixaba and Cricaré
Clusters, as well as for general corporate purposes.
Mercuria Energy Holdings (Singapore) Pte Ltd (the largest shareholder in the
Company with approx. 29.7% of the issued shares) and Seacrest Partners III, L.P
(the second largest shareholder in the Company with approx. 9.7% of the issued
shares), both of which are primary insiders with representatives on the
Company’s board of directors (the “Board”), have pre-committed to subscribe for,
and will be allocated, their pro-rata share of the Private Placement, which is
equivalent to approx. USD 10 million (the “Pre-Committing Investors”). The
Managers have also received strong pre-support from other major shareholders and
new investors through a market sounding.
Bookbuilding period
The bookbuilding period in the Private Placement will commence today, on 6
December 2023, at 16:30 hours CET, and is expected to close on 7 December 2023
at 08:00 hours CET (the “Bookbuilding Period”). The Company may extend or
shorten the Bookbuilding Period at any time and for any reason on short, or
without, notice. If the Bookbuilding Period is extended or shortened, the other
dates referred to herein might be changed accordingly.
Allocation
The price per Offer Share in the Private Placement (the “Offer Price”), the
Offer Size and the allocation of Offer Shares, will be determined after
completion of the Bookbuilding Period, in consultation with the Managers, so
that the Pre-Committing Investors will receive full allocation. Allocation will
be based on criteria such as (but not limited to) current ownership in the
Company, indications from the wall-crossing phase of the Private Placement,
price leadership, timeliness of the application, relative order size, sector
knowledge, perceived investor quality and investment horizon.
Notification of allocation and payment instructions are expected to be sent by
the Managers on or about 7 December 2023.
Selling restrictions
The Private Placement will be made by the Company to Norwegian and international
investors subject to applicable exemptions from relevant prospectus, filing and
other registration requirements and in accordance with Regulation (EU) 2017/1129
on prospectuses for securities and ancillary regulations as amended (the “EU
Prospectus Regulation “) and the Norwegian Securities Trading Act of 2007, and
is directed towards investors subject to available exemptions from relevant
registration requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933, as amended (the “US Securities
Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs),
as defined in Rule 144A under the US Securities Act, pursuant to an exemption
from the registration requirements under the US Securities Act, as well as to
“major U.S. institutional investors” as defined in Rule 15a-6 under the US
Securities Exchange Act of 1934.
The minimum subscription and allocation amount in the Private Placement will be
a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000 per
investor. However, the Company may offer and allocate amounts below the NOK
equivalent of EUR 100,000 in the Private Placement to the extent applicable
exemptions from prospectus requirements, in accordance with applicable
regulations, including the Norwegian Securities Trading Act and the EU
Prospectus Regulation, are available.
Lock-ups
The Company and Pre-Committing Investors have undertaken a six-month lock-up on
customary terms and conditions. The Board and management have on customary terms
and conditions undertaken a lock-up for a period of approximately six-months
from the Private Placement, by entering into lock-ups replacing the original
lock-ups entered into by such persons in conjunction with the Company’s initial
public offering.
Settlement
The date for settlement of Offer Shares is expected to be on or about 11
December 2023, subject to, among other things, any shortening or extension of
the Application Period and fulfilment of the Conditions. Delivery of the Offer
Shares is expected to be made on a delivery-versus-payment (“DVP”) basis and
will be facilitated by a pre-funding agreement between the Company and the
Managers (the “Pre-Funding Agreement”). The Offer Shares are expected to be
tradable on Euronext Expand Oslo on or about 7 December 2023, but only after the
Conditions have been met. The Company will announce when the Conditions have
been met.
Conditions for completion
Completion of the Private Placement is subject to (i) all corporate resolutions
of the Company required to implement the Private Placement being validly made by
the Company, including without limitation, the resolution by the Board to
consummate the Private Placement and issue the Offer Shares, (ii) the
Pre-Funding Agreement remaining in full force and effect, (iii) the share
capital increase pertaining to the issuance of the allocated Offer Shares being
validly registered in the Company’s register of members, and (iv) the allocated
Offer Shares being validly issued and registered in the Norwegian Central
Securities Depository (VPS) (jointly the “Conditions”).
The Private Placement will be cancelled if the Conditions are not met. The
Company reserves the right to cancel, and/or modify the terms of, the Private
Placement at any time and for any reason prior to the Conditions being met.
Neither the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled and/or modified, irrespective
of the reason for such cancellation or modification.
Dilutive instruments
The Company has 11,511,250 share options outstanding with a volume weighted
average strike price of approx. NOK 10.4 per share, a vesting period over
2023-27 and a volume weighted average remaining option life of approx. 9 years.
Equal treatment considerations
The Board has considered the Private Placement in light of the equal treatment
obligations under section 5-14 of the Norwegian Securities Trading Act, section
2.1 of the Oslo Rule Book II, and Oslo Børs’ Circular no. 2/2014. The issuance
of the Offer Shares is carried out as a private placement in order to raise
equity to enable the Company to keep a high activity level in 2024 and growing
production through drilling, work-overs and other field development
optimizations at the Norte Capixaba and Cricaré Clusters, as well as for general
corporate purposes. In addition, the Company has received pre-commitments from
the Pre-Committing Investors to reduce transaction risk.
The Board is of the view that it is in the common interest of the Company and
its shareholders to raise equity through a private placement, in particularly in
light of the current market conditions and the purpose for which the funds are
raised. By structuring the equity raise as a private placement, the Company is
expected to raise equity efficiently and in a timely manner, with a lower
discount to the current trading price, at a lower cost and with a significantly
reduced completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement is based on a publicly announced
accelerated bookbuilding process.
Potential Subsequent Offering
In order to limit the dilutive effect of the Private Placement and to facilitate
equal treatment, the Company may, subject to completion of the Private Placement
and certain other conditions, decide to carry out a subsequent offering of new
shares at the Offer Price in the Private Placement (the “Subsequent Offering”).
The Subsequent Offering, if carried out, will, subject to applicable securities
law, be directed towards existing shareholders in the Company as of 6 December
2023 (as registered in the VPS two trading days thereafter), who (i) were not
included in the wall-crossing phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement, and (iii) are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action.
Any potential Subsequent Offering is subject to completion of the Private
Placement and may be contingent upon the publication of a prospectus.
Advisors
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company, and
Schjødt is acting as legal counsel to the Managers in connection with the
Private Placement.
For further information, please contact:
Torgeir Dagsleth, CFO
Seacrest Petroleo Bermuda Limited
Tel. +47 958 91 970
E-mail: torgeir.dagsleth@seacrest.com
John de los Santos, Head of Investor Relations
Seacrest Petroleo Bermuda Limited
Tel. +44 79 4971 4756
E-mail: john.santos@seacrestpetroleo.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.
This stock exchange release was published by Torgeir Dagsleth, Group CFO, on
the time and date provided.
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. 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
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, New Zealand, Canada, Japan, Hong Kong, South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. In any EEA Member State, 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.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) 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) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the Private
Placement or otherwise. Accordingly, references in any subscription materials to
the shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations 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 “believe”, “aim”, “expect”,
“anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.