Seacrest Petroleo Bermuda Limited: IPO successfully completed


Rio de Janeiro, Brazil/Hamilton, Bermuda, 21 February 2023: Reference is made to the announcements made by Seacrest Petroleo Bermuda Limited (“Seacrest Petroleo” or the “Company”, OSE ticker code “SEAPT”) on 9 and 17 February 2023, regarding the initial public offering of the Company’s shares (the “Offering” or the “IPO”).

Seacrest Petroleo is pleased to announce that it has raised approximately NOK 2,662 million (equivalent to USD 260 million) in gross proceeds through the allocation of 443,666,666 new shares in the Offering (the “Offer Shares”) at a price per Offer Share of NOK 6 (the “Offer Price”).

Michael Stewart, the CEO of Seacrest Petroleo said: “We are pleased for the support from long-term quality investors alongside existing investors to participate in the listing of Seacrest Petroleo, which will become the third largest onshore oil and gas producer in Brazil in terms of reserves and production. There is significant value creation potential in our uniquely integrated production assets through a series of low-risk redevelopment activities which are expected to triple production by 2025. Our high cashflow margin production allows us to grow and plan for returning capital to shareholders in the near term.”
The Offering in brief:
• The Offer Shares are priced at NOK 6 per Offer Share. The Offer Price implies a market capitalisation of the Company of approximately NOK 3,927 million (equivalent to USD 383 million) assuming that the Over-Allotment Option (as defined below) is not exercised, increasing to approximately NOK 4,169 million (equivalent to USD 407 million) if the Over-Allotment Option is exercised in full.

• A total number of 443,666,666 Offer Shares (including the Additional Shares, as defined below) were allocated in the Offering, representing approximately 64% of the Company’s shares post the Offering assuming that the Over-Allotment Option is exercised in full. The free float of Seacrest Petroleo following completion of the Offering will be approximately 57% if the Over-Allotment Option is exercised in full.

• The Managers (as defined below) have over-allotted 40,333,333 shares (the “Additional Shares”), representing approximately 10% of the number of Offer Shares allocated in the Offering (excluding the Additional Shares), and have exercised their option to borrow an equal number of shares from Seacrest Partners III, L.P. for the purpose of facilitating such over-allotments.

• Mercuria Energy Group Limited has been allocated approximately USD 80 million in the Offering and will have an ownership of approximately 30% following completion of the Offering, assuming that the Over-Allotment Option is not exercised falling to 28% if the Over-Allotment Option is exercised in full.

• The trading of the shares in Seacrest Petroleo on Euronext Expand on the Oslo Stock Exchange is expected to commence on 23 February 2023 under the ticker “SEAPT”.

Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or around 22 February 2023. In accordance with the terms and subject to the conditions as laid down in the Prospectus (as defined below), the Offer Shares in both the institutional offering and the retail offering are expected to be delivered on or around 24 February 2023. The Managers (as defined below) may be contacted for information regarding allocation, payment and delivery of the Offer Shares.

As further described in the prospectus prepared and published by Seacrest Petroleo on 8 February 2023, as supplemented by the prospectus supplements dated 10 February 2023 and 18 February 2023, respectively (the “Prospectus”), ABG Sundal Collier ASA (the “Stabilization Manager”), on behalf of the Managers, has been granted an over-allotment option (the “Over-Allotment Option”), exercisable, in whole or in part, within a 30-day period commencing at the time of listing of the Company’s shares, to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the Stabilization Manager regarding the over-allotment and stabilization activities.

Following issuance of the Offer Shares, but prior to exercise of the Over-Allotment Option the Company will have an issued share capital of USD 6,545 divided into 654,527,864 shares, each with a par value of USD 0.00001.

The Company and members of the Company’s management and board of directors will be subject to a 180-day and a 365-day lock-up period respectively. Seacrest Partners III, L.P. and certain other major shareholders of the Company will be subject to a 180-day lock-up 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

Crux Advisers AS is acting as communications and investor relations adviser.

Senior Advisor Jan Petter Stiff
Crux Advisers AS
Tel. +47 995 13891

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, 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.

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