Announcement of the terms for the offering of shares and subsequent admission to trading on Euronext Growth Oslo
Reference is made to the announcement by Paratus Energy Services Ltd. dated 19 June 2024 regarding the intention to launch a private placement of new shares in the Company (the "Offering") and to list the Company’s shares on Euronext Growth Oslo (the “Listing”).
Paratus has today resolved to launch the Offering. Subject to approval of the listing application, which is expected to be submitted prior to expiry of the Bookbuilding Period (as defined below), and a successful completion of the Offering, the first day of trading of the shares on Euronext Growth Oslo is expected to occur on or about 28 June 2024 under the ticker symbol “PLSV”.
The Offering
The Company has engaged DNB Markets, a part of DNB Bank ASA and Arctic Securities AS as joint global coordinators and joint bookrunners (the "Joint Global Coordinators") and ABG Sundal Collier ASA, Fearnley Securities AS and Pareto Securities AS as joint bookrunners (together with the Joint Global Coordinators, the "Managers") to advise on the contemplated Offering.
The Offer Shares (as defined below) will be offered at a fixed price of the NOK equivalent of USD 4.90 per share, corresponding to a pre-money equity value of the Company of the NOK equivalent of USD 755 million. The Offering will consist of an offering of up to the NOK equivalent of USD 75 million in new shares (the "Offer Shares") to be issued by the Company.
The net proceeds from the Offering will be used for general corporate purposes and to increase balance sheet flexibility.
The Company and existing shareholders holding in excess of 10% of the shares in the Company have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions including structured sales in connection with a subsequent uplisting to the Oslo Stock Exchange, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 3 months after the commencement of trading in the shares on Euronext Growth Oslo.
The Offering will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company's board of directors may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, as implemented by the Norwegian Securities Trading Act, are available.
The Company intends to pursue a transfer to the main list on the Oslo Stock Exchange as soon as practicable after the completion of the Offering and Listing, and the Company will revert in due course with more information regarding such transfer of listing venue.
Timeline and offer period
The bookbuilding period (the “Bookbuilding Period”) in the Offering will commence on 20 June 2024, at 09:00 CEST and close on 21 June 2024 at 16:30 CEST. The Company and the Managers reserve the right, at their own discretion, to extend or shorten the Bookbuilding Period at any time and for any reason without notice. If the Bookbuilding Period is extended or shortened the dates referred to herein might be changed accordingly.
Conditions of the Offering
The completion of the Offering by settlement of Offer Shares towards investors is conditional upon i) corporate resolutions of the Company required to implement the Offering, including final approval by the Board to consummate the Offering, and allocate and issue the Offer Shares ii) the Oslo Stock Exchange having approved the Listing (subject to completion of the Offering), iii) the placement agreement entered into with respect to the Offering remaining in full force and effect, and iv) registration of the Offer Shares to be issued with Euronext Securities Oslo.
The Company may, in its sole discretion, in consultation with the Managers, cancel the Offering, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.
Advisers
DNB Markets, a part of DNB Bank ASA is acting as Euronext Growth Advisor to the Company in connection with the Listing (the "Euronext Growth Advisor") and jointly, together with Arctic Securities AS, acting as Joint Global Coordinators. The Joint Global Coordinators are, together with ABG Sundal Collier ASA, Fearnley Securities AS and Pareto Securities AS, acting as joint bookrunners in respect to the Offering.
Ducera Partners LLC is acting as financial advisor to the Company.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company, while Advokatfirmaet Wiersholm AS is acting as legal counsel to the Euronext Growth Advisor and the Managers, in connection with the Offering and Listing.
For further information, please contact:
Robert Jensen, CEO
Robert.Jensen@paratus-energy.com
+47 958 26 729
Baton Haxhimehmedi, CFO
Baton.Haxhimehmedi@paratus-energy.com
+47 406 39 083
Media contact:
Geir Bjørlo, Corporate Communications
Geir.Bjorlo@corpcom.no
+47 915 40 000
Important Notice:
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 Paratus Energy Services Ltd. 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.
This statement contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors include, but are not limited to, the possibility that we will determine not to, or be unable to, issue any equity securities, and 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. 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 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. 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.
The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed and that the Listing will occur.
Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
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. Specifically, 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, Canada, Hong Kong, Japan 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 comes 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.