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, 17 February 2023: Reference is made to the announcement made on 9 February 2023, regarding the launch of an initial public offering of shares (the “Offering” or the “IPO”) in Seacrest Petroleo Bermuda Limited (“Seacrest Petroleo” or the “Company”, OSE ticker code “SEAPT”), and subsequent announcements.
Seacrest Petroleo’s management has carried out an extensive roadshow and met with a large number of high-quality institutional investors. While the Company’s equity story and strategy has received strong support among investors and substantial subscriptions such that the Offering (including the over-allotment option) was oversubscribed, as announced 15 February 2023, the Company (in consultation with the joint global coordinators) has decided to amend the offer terms in order optimize the IPO for the benefit of both new and existing shareholders of the Company.
Under the new terms, the offer price has been set to NOK 6.00 per offer share (the “Offer Price”), corresponding to a pre-money equity value of the Company of NOK 1,519 million (equivalent to approximately USD 148 million based on the prevailing USD/NOK exchange rate). The Offering will consist of 403 million new Shares to be issued by the Company (the “New Shares”) raising gross proceeds of approximately NOK 2,420 million (equivalent to approximately USD 236 million). In addition, the Managers (as defined below) may over-allot additional Shares corresponding to up to approximately 10% the New Shares (the “Additional Shares”, and together with the New Shares, the “Offer Shares”).
The Company has attracted significant additional demand from new high-quality long-term institutional investors at such revised terms.
As a consequence of the above and in order to comply with regulatory requirements, the bookbuilding period and the application period for the Offering have been extended. The bookbuilding period for the institutional offering and the application period for the retail offering will now both expire at 16:30 (CET) on Tuesday 21 February 2023. Trading in the Shares on the regulated market of the Oslo Stock Exchange is expected to commence on or about Thursday 23 February at 09:00 hours (CET) under the ticker code “SEAPT”.
The new terms of the Offering and extension of the bookbuilding period for the institutional offering and the application period for the retail offering, are subject to timely approval and publication of a supplemental prospectus (the “Supplement”) and acceptance by the Oslo Stock Exchange of the revised Offer Price.
Further details of the Offering and the terms thereof are set out in the prospectus dated 8 February 2023, as supplemented by the prospectus supplement dated 10 February 2023 (together, the “Prospectus”), prepared in connection with the Offering, and will be further supplemented by the Supplement which is expected to be approved and published on or about 17 February 2023. The Prospectus is, and the Supplement will be, 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.
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.
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.