THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND,
THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
27 June 2024. Reference is made to the stock exchange release from Ventura
Offshore Holding Ltd. (the "Company") published on 27 June 2024 regarding a
contemplated private placement of the NOK equivalent of USD 50 million in
gross
proceeds (the "Private Placement").
The Company is pleased to announce that it has completed a private placement
of
approximately USD 50 million equal to NOK 535 million in gross proceeds (the
"Private Placement"). A total of 17,833,333 new shares (the "Offer Shares")
have
been allocated in the Private Placement at a price per Offer Share of NOK 30
(the "Offer Price"). The Private Placement was significantly oversubscribed.
DNB Markets, a part of DNB Bank ASA and Clarksons Securities AS are acting as
Joint Global Coordinators and Joint Bookrunners (together, the "Joint Global
Coordinators"), and Arctic Securities AS, Fearnley Securities AS and Pareto
Securities AS are acting as Joint Bookrunners (together with the Joint Global
Coordinators, the "Managers") in connection with the Private Placement.
The Company has signed a binding memorandum of agreement (the "MoA") with UMAS
1
AS (the "Rig Seller") for the acquisition of the Catarina, a 2012 built
semisubmersible drilling rig ("Catarina" or the "Rig") for a net purchase
price
of USD 98 million at closing plus an earn out mechanism (the "Acquisition").
The
gross purchase price for Catarina is USD 105 million, whereof USD 100 million
is
agreed settled in cash, and the remaining part in shares in the Company
("Consideration Shares"). The Consideration Shares will have the same
subscription price as in the Private Placement. In addition, the Company will
receive a USD 7m of net mobilization fee to be received by the Company from
ENI,
(the charterer of the Rig) whereafter the net purchase price is USD 98m. The
Rig
Seller shall, in addition to the USD 105 million gross purchase price, also be
entitled to a "Cashflow Compensation". For a period of five years from
delivery
of Catarina, the Rig Seller shall receive 17.5% of the free cashflow (EBITDA
less tax and capex) generated by Catarina subject to logical adjustment
mechanisms and valuation principles (the "Cashflow Compensation").

Completion of the MoA, with Catarina being delivered to the Group, is expected
to occur end of July 2024. Completion of the MoA is conditional upon approval
by
the board of directors (the Board) of the Company, which only will be given if
the Company has secured financing deemed sufficient by the Board for the
Acquisition and the operations of Catarina. The Catarina is currently managed
by
the Group and subject to completion of the acquisition, the management
agreement
for the Catarina will be terminated.
The Consideration Shares issued to the Rig Seller will be subject to a
customary
90 days lock-up.
The cash part of the purchase price to be paid for Catarina is contemplated
secured through the Private Placement and a contemplated bond tap issue of USD
55 million of the Group's existing bonds (the "Tap Issue").
Furthermore, the Company has received a credit approved term sheet for a USD
30m
Super Senior Revolving Credit Facility (the "SSRCF"). The SSRCF secures
liquidity to cover working capital requirements for the operations of the
Group's drilling rigs.
The board of directors of the Company (the "Board") has today resolved to
allocate and issue the Offer Shares. Following the fulfilment of the
Conditions
(as defined below) and the issuance of the Offer Shares in the Private
Placement, the Company will have 102,833,334 common shares outstanding, each
with a par value of USD 0.01, while the number of authorized shares will be
170,000,000.
Conditional allocation to investors will be communicated on 28 June 2024
before
09:00 CEST, and the Private Placement is expected to be settled by the
Managers
on a delivery-versus-payment ("DVP") basis on or about 23 July 2024 after
fulfilment of the Conditions (as defined below). DVP settlement is expected to
be facilitated by a pre-funding agreement between the Company and the
Managers.
Completion of the Private Placement is subject to the Board resolving that the
Company has obtained satisfactory financing of the Acquisition or is likely to
obtain such financing (the "Conditions"). Completion of delivery of the Offer
Shares to applicants is subject to the registration of the Offer Shares in the
VPS.
The Offer Shares allocated to applicants in the Private Placement is expected
to
be tradable shortly after fulfilment of the Conditions, which is expected on
or
about 19 July 2024.
Subsequent offering and equal treatment considerations
Completion of the Private Placement represents a deviation from the
shareholders' pre-emptive right to subscribe for the Offer Shares. The Board
has
considered the Private Placement in light of the equal treatment obligations
under applicable regulations, including, the rules on equal treatment under
Oslo
Rule Book II for companies listed on the Euronext Growth and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment. By structuring the
Private
Placement as a private placement, the Company was able to raise capital in an
efficient manner, with a significantly lower completion risks compared to a
rights issue and without the underwriting commissions normally associated with
such rights offerings.
The Private Placement is by the Board considered as an important part of the
Acquisition in order to secure part of the purchase price and a sound capital
structure for the Company going forward. Taking into consideration the time,
costs and expected terms of alternative methods of securing the desired equity
funding, the Board has concluded that offering new shares in a private
placement
on acceptable terms at this time is in the common interest of the shareholders
of the Company. In reaching this conclusion the Board has among other things
considered that there was no discount to the market price of the Company's
shares by end of closing prior to launch of the Private Placement, the fairly
limited increase of the share capital represented by the Private Placement and
the necessity for the Company to obtain swift equity funding in connection
with
the Acquisition.
In accordance with the above, the Company has also considered whether it is
necessary to implement a subsequent offering in order to further justify the
different treatment inherent in the Private Placement. The Company noted in
this
respect (i) that there was no discount to the last trading price, (ii) that
the
dilution of existing shareholders as a result of the Private Placement is
fairly
limited, and (iii) the costs and resources associated with a subsequent
offering
(e.g., preparation of a prospectus). On this basis, the Company has concluded
not to implement a "subsequent offering /repair issue".
Advisors:
DNB Markets, a part of DNB Bank ASA, acted as financial advisor to the Company
in relation to the Acquisition.
DNB Markets, a part of DNB Bank ASA and Clarksons Securities AS are acting as
Joint Global Coordinators and Joint Bookrunners, and Arctic Securities AS,
Fearnley Securities AS and Pareto Securities AS are acting as Joint
Bookrunners
in the Private Placement.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.
Advokatfirmaet Wikborg Rein AS is acting as legal counsel to the Managers.
This information in this stock exchange announcement is considered to be
inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 the Norwegian Securities Trading Act. This stock
exchange announcement was published by Olav Hamre, Financial Consultant on 27
June 2024 at 22:30 CEST on behalf of the Company.
For further queries, please contact:
Gunnar W. Eliassen
Chairperson of the Company
+44 7469140012
gunnar@snclondongroup.com
About Ventura Offshore Holding Ltd.
Ventura Offshore Holding Ltd. is a deep water drilling contractor providing
deep
water offshore drilling services to the oil and gas industry. The Company's
core
activities are focused in the Brazilian offshore oil and gas market. The
Company
owns and operates one drillship, DS Carolina, and one semisubmersible drilling
rig, SSV Victoria, and manages one drillship, Zonda, and one semisubmersible
drilling rig, SSV Catarina. Subject to completion of the acquisition of the
Catarina, the Company will own three drilling rigs and continue the management
of the drillship, Zonda. The Company is incorporated under the laws of
Bermuda.
Important information:
These materials do 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 or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption
from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not
be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act.
No
public offering of the securities will be made in the United States.
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).
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.
Solely for the purposes of the product governance requirements contained
within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(together,
the "MiFID II Product Governance Requirements"), and disclaiming all and any
liability, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the
Company's
shares in have been subject to a product approval process, which has
determined
that they each are: (i) compatible with an end target market of retail
investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II (the "Positive Target Market");
and
(ii) eligible for distribution through all distribution channels as are
permitted by MiFID II. Distributors should note that: the price of the
Company's
shares may decline and investors could lose all or part of their investment;
the
Company's shares offer no guaranteed income and no capital protection; and an
investment in the shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. Conversely, an investment
in
the Company's shares is not compatible with investors looking for full capital
protection or full repayment of the amount invested or having no risk
tolerance,
or investors requiring a fully guaranteed income or fully predictable return
profile (the "Negative Target Market" and, together with the Positive Target
Market, the "Target Market Assessment").
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Transaction. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes
of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the
Company's shares. Each distributor is responsible for undertaking its own
Target
Market Assessment in respect of the Company's shares and determining
appropriate
distribution channels.
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 its 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 its affiliates accepts any liability arising from the use
of
this announcement.
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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