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: Reference is made to
the stock exchange announcement made on 6 December 2023 by Seacrest Petroleo
Bermuda Limited (“Seacrest Petroleo” or the “Company”) regarding a contemplated
private placement of new common shares (the “Offer Shares”) in the Company (the
“Private Placement”). The Company is pleased to announce that it has
successfully raised approximately USD 25.6 million (equal to approx. NOK 280
million) in gross proceeds through the allocation of 31,111,111 Offer Shares in
the Private Placement at a subscription price per share of NOK 9 (the “Offer
Price”) after an accelerated bookbuilding process which took place today after
close of markets. The transaction received strong support from existing
shareholders and was oversubscribed.
ABG Sundal Collier ASA and Pareto Securities AS acted as joint lead managers and
joint bookrunners (together the “Managers”) in the Private Placement.
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.
With the successful Private Placement, Seacrest Petroleo has significantly
strengthened its liquidity position to accelerate the drilling efforts through
2024. The Company already has three drilling rigs under exclusive MOU for the
year.
The board of directors of the Company (the “Board”) has resolved to allocate and
issue the Offer Shares. Notification of allocation and payment instructions are
expected to be sent by the Managers on or about 7 December 2023.
Settlement of Offer Shares is expected to take place on or about 11 December
2023. Delivery of the Offer Shares will 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.
Completion of the Private Placement is subject to (i) the Pre-Funding Agreement
remaining unmodified and in full force and effect, (ii) the share capital
increase pertaining to the issuance of the allocated Offer Shares being validly
registered in the Company’s register of members and (iii) the issuance of the
Offer Shares in the Norwegian Central Securities Depository (VPS) having taken
place (jointly, the “Conditions”).
Following the Private Placement, the authorized share capital of the Company is
comprised of USD 8,981.25 divided into 374,062,500 common shares of par value
USD 0.00002 each, of which 358,550,017 common shares are issued and outstanding,
and 75,000,000 undesignated shares of par value USD 0.00002 each.
Subscription by primary insiders and lock-ups
Mercuria Holdings (Singapore) Pte Ltd (the largest shareholder in the Company
with approx. 29.7% of the issued shares), related party of Robert Lawson, member
of the Board, had pre-committed to subscribe for, and was allocated, Offer
Shares for approximately USD 7.58 million in the Private Placement. Seacrest
Partners III, L.P. (the second largest shareholder in the Company with approx.
9.7% of the issued shares), a related party of Erik Tiller, chair of the Board,
and Paul Murray, member of the Board, had pre-committed to subscribe for, and
was allocated, Offer Shares for approximately USD 2.47 million in the Private
Placement. Mandatory notifications of such trades will be disclosed separately.
In relation to the Private Placement, the Company, Mercuria Holdings (Singapore)
Pte Ltd and Seacrest Partners III, L.P. 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.
Equal treatment considerations
The Board has considered the Private Placement in light of the equal treatment
obligations under the 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 has
been able 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 was 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 Board has resolved, subject to the below conditions, to
carry out a subsequent offering of up to 6,100,000 new common shares at the
Offer Price (the “Subsequent Offering”), which, subject to applicable securities
law, will be directed towards existing shareholders in the Company as of 6
December 2023 (as registered with the VPS two trading days thereafter, the
“Record Date”) 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.
Completion of the Subsequent Offering will be subject to (i) completion of the
Private Placement, (ii) relevant corporate resolutions by the Board, (iii) the
prevailing market price of the Company’s shares, including the trading price of
the Company’s shares exceeding the Offer Price and (iv) publication of a
national prospectus, which will be issued as soon as practical following
completion of the Private Placement.
The subscription period for the Subsequent Offering (if applicable) will
commence as soon as possible following the publication of a prospectus. The
Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering.
A separate stock exchange notice will be made on key information for the
Subsequent Offering.
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 Peter O’Driscoll 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.
The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any 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.